UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q

(Mark One)

[X]     Quarterly  Report  Pursuant to Section 13 or 15(d) of the  Securities
        Exchange Act of 1934 For the Quarterly Period Ended June 30, 2005

                                       or

[ ]     Transition  Report  Pursuant to 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 Registrant 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) (Zip Code)

                                  601-445-5576
              (Registrant's Telephone Number, Including Area Code)


Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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 [ ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act) Yes [ ] No [X]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date

2,116,316  Shares  of Common Stock,  Par Value $2.50,  were   outstanding  as of
August 1, 2005.




<PAGE>


                      BRITTON & KOONTZ CAPITAL CORPORATION
                                AND SUBSIDIARIES

                                      INDEX


PART I.     FINANCIAL INFORMATION


        Item 1.   Financial Statements

                   Consolidated Statements of Financial 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 of Financial Condition and
                 Results of Operations

        Item 3.  Quantitative and Qualitative Disclosures About Market Risk

        Item 4.  Controls and Procedures


PART II.     OTHER INFORMATION


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

        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


                                                                          June 30,       December 31,
 ASSETS:                                                                   2005             2004
                                                                     ---------------- ---------------
<S>                                                                  <C>              <C>
 Cash and due from banks:
       Non-interest bearing                                              $ 6,612,878     $ 5,739,604
       Interest bearing                                                    3,488,388         837,221
                                                                     ---------------- ---------------
              Total cash and due from banks                               10,101,266       6,576,825

 Federal funds sold                                                            8,209         109,031
 Investment Securities:
       Held-to-maturity (market value, in 2005 and 2004,
           of $39,989,170 and $41,337,742, respectively)                  38,566,405      39,803,853
       Available-for-sale (amortized cost, in 2005 and 2004,
           of $93,390,137 and $91,068,652, respectively)                  93,382,534      91,947,189
       Equity securities                                                   6,003,100       5,551,600
 Loans, less unearned income of $1,318 in 2005 and
           $1,996 in 2004, and allowance for loan losses of
           $2,393,236 in 2005 and $2,226,610 in 2004                     232,942,512     217,073,919
 Loans held for sale                                                       2,448,679       1,688,338
 Bank premises and equipment, net                                          8,285,792       8,265,756
 Other real estate                                                         1,609,295       1,320,337
 Accrued interest receivable                                               2,237,069       2,127,079
 Cash surrender value of life insurance                                      916,658         943,481
 Deposit Premium                                                             934,698         988,506
 Other assets                                                                991,359         954,720
                                                                     ---------------- ---------------

 TOTAL ASSETS                                                          $ 398,427,576   $ 377,350,634
                                                                     ================ ===============

</TABLE>
<PAGE>
<TABLE>
<CAPTION>



                                LIABILITIES AND STOCKHOLDERS' EQUITY


                                                                        June 30,       December 31,
 LIABILITIES:                                                             2005             2004
                                                                     ---------------- ---------------
<S>                                                                  <C>              <C>
 Deposits
       Non-interest bearing                                             $ 39,557,088    $ 39,868,482
       Interest bearing                                                  188,776,049     186,419,447
                                                                     ---------------- ---------------
              Total deposits                                             228,333,137     226,287,929

 Federal Home Loan Bank advances                                         106,089,103      96,922,871
 Federal funds purchased                                                  16,120,000       6,435,000
 Securities sold under repurchase agreements                               8,679,877       8,103,381
 Accrued interest payable                                                    918,853         984,859
 Advances from borrowers for taxes and insurance                             279,254         399,443
 Accrued taxes and other liabilities                                       1,262,219       1,910,383
 Junior subordinated debentures                                            5,155,000       5,155,000
                                                                     ---------------- ---------------
              Total liabilities                                          366,837,443     346,198,866
                                                                     ---------------- ---------------

 COMMITMENTS AND CONTINGENCIES

 STOCKHOLDERS' EQUITY:
 Common stock - $2.50 par value per share;
       12,000,000 shares authorized; 2,130,816 and 2,116,316 issued
       and outstanding for June 30, 2005 and December 31, 2004,
       respectively                                                        5,327,040       5,327,040
 Additional paid-in capital                                                7,254,113       7,254,113
 Retained earnings                                                        19,222,713      18,181,718
 Accumulated other comprehensive income                                       43,642         646,272
                                                                     ---------------- ---------------
                                                                          31,847,508      31,409,143
 Cost of 14,500 shares of common stock held by the company                  (257,375)       (257,375)
                                                                     ---------------- ---------------
              Total stockholders' equity                                  31,590,133      31,151,768

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $ 398,427,576   $ 377,350,634
                                                                     ================ ===============



</TABLE>
<PAGE>
<TABLE>
<CAPTION>


              BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME

                                                                     Three Months Ended                Six Months Ended
                                                                          June 30,                         June 30,
                                                               ------------------------------   ------------------------------
                                                                   2005            2004             2005             2004
                                                               -------------   --------------   --------------   -------------
 INTEREST INCOME:
<S>                                                            <C>              <C>             <C>              <C>
 Interest and fees on loans                                     $ 3,897,814      $ 3,547,382      $ 7,552,077     $ 6,953,870
 Interest on investment securities:
     Taxable interest income                                      1,107,046        1,000,887        2,197,076       2,020,572
     Exempt from federal taxes                                      408,340          406,810          817,178         814,214
 Interest on federal funds sold                                         275              589              768           1,924
                                                               -------------   --------------   --------------   -------------
 Total interest income                                            5,413,475        4,955,668       10,567,099       9,790,580
                                                               -------------   --------------   --------------   -------------


 INTEREST EXPENSE:
 Interest on deposits                                               936,198          796,051        1,822,238       1,654,542
 Interest on Federal Home Loan Bank advances                        849,974          648,685        1,651,010       1,280,165
 Interest on federal funds purchased                                 76,741           10,481          106,260          14,700
 Interest on trust preferred securities                              79,112           55,852          150,811         110,400
 Interest on securities sold under repurchase agreements             60,936           30,470          107,698          59,321
                                                               -------------   --------------   --------------   -------------
 Total interest expense                                           2,002,961        1,541,539        3,838,017       3,119,128
                                                               -------------   --------------   --------------   -------------

 NET INTEREST INCOME                                              3,410,514        3,414,129        6,729,082       6,671,452

 Provision for loan losses                                           90,000          120,000          180,000         240,000
                                                               -------------   --------------   --------------   -------------

 NET INTEREST INCOME AFTER PROVISION
 FOR LOAN LOSSES                                                  3,320,514        3,294,129        6,549,082       6,431,452
                                                               -------------   --------------   --------------   -------------

 OTHER INCOME:
 Service charges on deposit accounts                                342,227          328,748          661,480         642,601
 Income from fiduciary activities                                    10,279           12,016           20,472          24,462
 Income from investment activities                                   45,995           36,882           77,208          59,923
 Insurance premiums and commissions                                      47             (344)             118            (588)
 Gain/(loss) on sale of ORE                                          (4,334)         (30,688)          (2,464)        (50,505)
 Gain/(loss) on sale of mortgage loans                               82,246          103,740          176,760         192,769
 Gain/(loss) on sale of premises & equipment                            150          173,445              150         173,445
 Gain/(loss) on sale of other assets                                      -           (7,106)               -          (8,106)
 Other                                                              112,380          147,374          260,902         301,097
                                                               -------------   --------------   --------------   -------------
 Total other income                                                 588,990          764,067        1,194,626       1,335,098
                                                               -------------   --------------   --------------   -------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

<S>                                                            <C>              <C>             <C>              <C>
 OTHER EXPENSES:
 Salaries                                                         1,336,078        1,790,375        2,693,876       3,292,165
 Employee benefits                                                  246,090          227,640          483,366         487,134
 Director fees                                                       54,828           46,210          106,353          93,870
 Net occupancy expense                                              212,705          230,325          454,384         446,302
 Equipment expenses                                                 272,122          220,352          527,806         465,834
 FDIC assessment                                                      7,815            8,731           15,681          17,543
 Advertising                                                         49,920           79,235          104,140         123,737
 Stationery and supplies                                             34,681           61,720           85,478         122,467
 Audit expense                                                       47,753           35,674           95,204          75,704
 Other real estate expense                                           15,289            7,655           22,352          27,911
 Amortization of deposit premium                                     26,904           26,904           53,808          53,808
 Other                                                              478,238          456,268          982,286         930,298
                                                               -------------   --------------   --------------   -------------
 Total other expenses                                             2,782,423        3,191,089        5,624,734       6,136,773
                                                               -------------   --------------   --------------   -------------


 INCOME BEFORE INCOME TAX EXPENSE                                 1,127,081          867,107        2,118,974       1,629,778

 Income tax expense                                                 279,117          185,846          379,595         324,457
                                                               -------------   --------------   --------------   -------------
 NET INCOME                                                       $ 847,964        $ 681,261      $ 1,739,379     $ 1,305,321
                                                               =============   ==============   ==============   =============

 EARNINGS PER SHARE DATA:

 Basic earnings per share                                            $ 0.40           $ 0.32           $ 0.82          $ 0.62
                                                               =============   ==============   ==============   =============

 Basic weighted shares outstanding                                2,116,316        2,113,087        2,116,316       2,113,087
                                                               =============   ==============   ==============   =============


 Diluted earnings per share                                          $ 0.40           $ 0.32           $ 0.82          $ 0.62
                                                               =============   ==============   ==============   =============

 Diluted weighted shares outstanding                              2,121,520        2,118,162        2,120,841       2,118,371
                                                               =============   ==============   ==============   =============

</TABLE>
<PAGE>
<TABLE>
<CAPTION>



              BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004



                                                                                                               Accumulated
                                                                                 Additional                       Other
                                                         Common Stock             Paid-in         Retained     Comprehensive
                                                  ---------------------------
                                                    Shares         Amount         Capital         Earnings        Income
                                                  -----------   -------------   ------------   -------------- --------------

<S>                                               <C>           <C>             <C>            <C>            <C>
 Balance at December 31, 2003                      2,113,087      $5,318,968     $7,225,408     $ 16,690,918    $ 1,218,680

 Comprehensive Income:
     Net income                                            -               -              -        1,305,321              -

     Other comprehensive income (net of tax):
     Net change in unrealized gain/(loss)
        on securities available for sale, net
        of taxes for $739,079                                                                                    (1,264,307)
 Other Comprehensive gains from
        derivatives, net of reclassification
        adjustment of $50,379                                                                                       (84,684)
 Total Comprehensive Income

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

                                                  -----------   -------------   ------------   -------------- --------------
 Balance at June 30, 2004                          2,113,087      $5,318,968     $7,225,408     $ 17,320,051     $ (130,311)
                                                  ===========   =============   ============   ============== ==============


 Balance at December 31, 2004                      2,116,316      $5,327,040     $7,254,113     $ 18,181,718      $ 646,272

 Comprehensive Income:
     Net income                                            -               -              -        1,739,379              -

     Other comprehensive income (net of tax):
     Net change in unrealized gain/(loss)
        on securities available for sale, net
        of taxes of $330,530                                                                                       (555,610)
 Other Comprehensive gains from
        derivatives, net of reclassification
        adjustment of $27,971                                                                                       (47,020)
 Total Comprehensive Income

 Cash Dividend declared
        $.33 per share                                                                              (698,384)

                                                  -----------   -------------   ------------   -------------- --------------
 Balance at June 30, 2005                          2,116,316      $5,327,040     $7,254,113     $ 19,222,713       $ 43,642
                                                  ===========   =============   ============   ============== ==============


</TABLE>
<PAGE>



              BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004




                                                                      Total
                                                      Treasury     Stockholders'

                                                       Stock          Equity
                                                    ------------  --------------


 Balance at December 31, 2003                         $(257,375)   $ 30,196,599

 Comprehensive Income:
     Net income                                                       1,305,321

     Other comprehensive income (net of tax):
     Net change in unrealized gain/(loss)
        on securities available for sale, net
        of taxes for $739,079                                        (1,264,307)
 Other Comprehensive gains from
        derivatives, net of reclassification
        adjustment of $50,379                                           (84,684)
                                                                  --------------
 Total Comprehensive Income                                             (43,670)

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

                                                    ------------  --------------
 Balance at June 30, 2004                             $(257,375)   $ 29,476,741
                                                    ============  ==============


 Balance at December 31, 2004                         $(257,375)   $ 31,151,768

 Comprehensive Income:
     Net income                                                       1,739,379

     Other comprehensive income (net of tax):
     Net change in unrealized gain/(loss)
        on securities available for sale, net
        of taxes of $330,530                                           (555,610)
 Other Comprehensive gains from
        derivatives, net of reclassification
        adjustment of $27,971                                           (47,020)
                                                                  --------------
 Total Comprehensive Income                                           1,136,749

 Cash Dividend declared
        $.33 per share                                                 (698,384)

                                                    ------------  --------------
 Balance at June 30, 2005                             $(257,375)   $ 31,590,133
                                                    ============  ==============


<PAGE>
<TABLE>
<CAPTION>



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

                                                                           2005             2004
                                                                       --------------   --------------
 CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                    <C>              <C>
 Net income                                                              $ 1,739,379      $ 1,305,321
 Adjustments to reconcile net income to net cash
 provided by (used in) operating activities:
          Deferred income taxes                                             (162,737)         104,319
          Provision for loan losses                                          180,000          240,000
          Provision for depreciation                                         387,051          347,493
          Stock dividends received                                           (80,000)         (33,800)
          (Gain)/loss on sale of other real estate                             2,464           50,505
          (Gain)/loss on sale of other repossessed assets                          -            8,106
          (Gain)/loss on sale of mortgage loans                             (176,760)        (192,769)
          (Gain)/loss on sale of premises and equipment                         (150)        (173,445)
          Net amortization (accretion) of securities                         178,935          357,721
          Amortization of deposit premium                                     53,808           53,808
          Writedown of other real estate                                           -           11,000
 Net change in:
          Loans held for sale                                               (760,341)       1,006,985
          Accrued interest receivable                                       (109,990)         (26,078)
          Cash surrender value                                                26,823          (23,686)
          Other assets                                                       (81,131)         205,766
          Accrued interest payable                                           (66,006)         (41,229)
          Accrued taxes and other liabilities                               (126,927)         480,316

                                                                       --------------   --------------
          Net cash provided (used) by operating activities                 1,004,418        3,680,333
                                                                       --------------   --------------


 CASH FLOWS FROM INVESTING ACTIVITIES
          (Increase)/decrease in federal funds sold                          100,822           28,762
          Proceeds from sales, maturities and paydowns
          of investment securities                                        12,766,588       14,562,424
          Purchase of FHLB stock                                            (371,500)         (98,700)
          Purchases of investment securities                             (14,029,560)      (9,900,270)
          (Increase)/decrease in loans                                   (16,310,318)     (12,020,147)
          Proceeds from sale and transfers of other real estate              109,999          747,554
          Proceeds from sale and transfers of other repossessed assets         6,565           29,000
          Proceeds from sale of premises and equipment                           150          771,918
          Purchase of premises and equipment                                (407,087)        (944,914)

                                                                       --------------   --------------
          Net cash provided (used) by investing activities               (18,134,341)      (6,824,373)
                                                                       --------------   --------------

</TABLE>
<TABLE>
<CAPTION>



                                                                           2005             2004
                                                                       --------------   --------------

 CASH FLOWS FROM FINANCING ACTIVITIES
<S>                                                                    <C>              <C>
          Increase /(decrease) in customer deposits                        3,628,209       (8,412,115)
          Increase /(decrease) in brokered deposits                       (1,583,000)       5,364,000
          Increase /(decrease) in securities sold under
          repurchase agreements                                              576,496          132,978
          Increase /(decrease) in federal funds purchased                  9,685,000        2,525,000
          Increase /(decrease) in FHLB advances                            9,166,232        4,967,641
          Increase /(decrease) in advances from borrowers
          for taxes and insurance                                           (120,189)        (114,389)
          Cash dividends paid                                               (698,384)        (676,188)

                                                                       --------------   --------------
          Net cash provided (used) by financing activities                20,654,364        3,786,927
                                                                       --------------   --------------

 NET INCREASE/(DECREASE) IN CASH AND DUE FROM BANKS                        3,524,441          642,887
                                                                       --------------   --------------

 CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD                            6,576,825        8,359,755
                                                                       --------------   --------------

 CASH AND DUE FROM BANKS AT END OF PERIOD                               $ 10,101,266      $ 9,002,642
                                                                       ==============   ==============





 SUPPLEMENTAL DISCLOSURES OF CASH FLOW                                     2005             2004
                                                                       --------------   --------------
 INFORMATION:

          Cash paid during the year for interest                        $ 3,904,023       $ 3,160,356
                                                                       ==============   ==============

          Cash paid during the year for income taxes                    $   467,955       $  321,214
                                                                       ==============   ==============


 SCHEDULE OF NONCASH INVESTING AND
 FINANCING ACTIVITIES:

           Transfers from loans foreclosed to other real estate         $    401,121      $   71,019
                                                                       ==============   ==============

          Change in unrealized gains (losses)
           on securities available for sale                             $   (886,140)     $(2,003,386)
                                                                       ==============   ==============

          Change in the deferred tax effect in unrealized
           gains (losses) on securities available for sale              $   (330,530)     $  (739,079)
                                                                       ==============   ==============

          Change in unrealized gains (losses) on derivative             $    (74,991)     $  (135,063)
                                                                       ==============   ==============

          Change in the deferred tax effect in
          unrealized gains (losses) on derivative                       $    (27,971)     $   (50,379)
                                                                       ==============   ==============



</TABLE>
<PAGE>








              BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                       JUNE 30, 2005 AND DECEMBER 31, 2004


Note A.  Basis of Presentation

        The consolidated  balance sheet for Britton & Koontz Capital Corporation
(the  "Company")  as of December  31,  2004,  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, 2005 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 2004 amounts have been reclassified to conform
to the 2005 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 $77,208 at June 30, 2005, and is reflected in
other assets.

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 June 30,  2005,  no charge was
recorded. Gains on loans are recognized when realized.

Note D.  Junior Subordinated Debentures

        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 was 4.41%,  adjusting quarterly
at 3-Month LIBOR plus 3.15% and capped at 11.75%.  The interest rate at June 30,
2005, was 6.62%.

 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 June 30, 2005 and December  31, 2004,  were $2.3 million and $2.1
million,  respectively.  As of June 30, 2005, the Company had entered into other
commercial and residential loan  commitments with certain  customers that had an
aggregate unused balance of $52.5 million, compared to $40.7 million at December
31, 2004.  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.

 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  following  is  information  about the
computation  of earnings  per share for the three and six months  ended June 30,
2005.

<PAGE>

For the three months ended June 30, 2005
                                                                       Per Share
                                              Net Income     Shares      Amount
                                              ----------   ---------   ---------
Basic income per share
  Income available to common shareholders     $  847,964   2,116,316     $0.40

Effect of diluted securities                                   5,204
                                              ----------------------------------
Dilutive income per share
  Income available to common shareholders
      Plus assumed conversion                 $  847,964   2,121,520     $0.40


For the six months ended June 30, 2005
                                                                       Per Share
                                              Net Income     Shares      Amount
                                              ----------   ---------   ---------
Basic income per share
  Income available to common shareholders     $1,739,379   2,116,316     $0.82

Effect of diluted securities                                   4,525
                                              ----------------------------------
Dilutive income per share
  Income available to common shareholders
      Plus assumed conversion                 $1,739,379   2,120,841     $0.82


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

          This  discussion  is intended to present a review of the major factors
affecting  the  financial  condition  of the Company as of June 30, 2005 and the
results of  operations  of the Company for the three and six month periods ended
June 30, 2005, as compared to the corresponding periods of 2004.

SUMMARY

          The Company  reported  net income of $848  thousand  ($0.40  basic and
diluted  earnings  per share) for the  three-month  period  ended June 30, 2005,
compared to net income of $681  thousand  ($0.32 basic and diluted  earnings per
share) for the same  period in 2004.  For the  six-month  period  ended June 30,
2005,  the  Company  had net income of $1.7  million  ($0.82  basic and  diluted
earnings  per share),  compared to net income of $1.3  million  ($0.62 basic and
diluted earnings per share) for the same period in 2004.

          Total assets  increased  $21.1 million from $377.3 million at December
31, 2004 to $398.4  million at June 30, 2005.  Year-end  cash and due from banks
increased   $3.5  million  to  $10.1  million;   available-for-sale   investment
securities  increased  $1.4 million to $93.4 million while the  held-to-maturity
portfolio fell $1.2 million to $38.6 million.  Net loans,  excluding  loans held
for sale,  increased  $15.9 million to $232.9  million since  December 31, 2004.
Other real estate owned  increased  $289  thousand  over the same period.  Since
year-end,  deposits  increased  $2.0 million to $228.3  million at June 30, 2005
while   borrowings   increased  $19.4  million  over  the  same  period.   Total
stockholders'  equity  increased $438 thousand to $31.6 million at June 30, 2005
from $31.2 million at December 31, 2004.
<PAGE>

          Financial Condition

          Assets

          The Company's total assets increased $21.1 million from $377.3 million
at December 31, 2004 to $398.4  million at June 30, 2005.  This increase was due
to greater  than  expected  loan  growth in all three of the  Company's  markets
through  June 30, 2005.  The Company  anticipates  that loan growth  through the
final six months of this year will continue to exceed previous expectations. The
Company  projects  total  assets to be just under $400  million by December  31,
2005,  allowing the Bank to fund additional loan growth with cash flows from the
investment portfolio. This shift in assets from securities to loans reflects the
Company's  efforts to slow the  compression in the Bank's net interest margin by
providing a change in asset mix with an anticipated greater net interest margin.

          Investment Securities

          The  Company's  investment  portfolio  at June 30,  2005  consists  of
government  agency,   mortgage-backed,   municipal,  and  corporate  securities.
Investment  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. Total held-to-maturity and available-for-sale investment securities
of $132 million at June 30, 2005 remained  relatively  unchanged since year end.
Equity  securities  increased  $451  thousand  due  primarily to the purchase of
Federal  Home Loan Bank stock.  Equity  securities  are  comprised  primarily of
Federal  Reserve  Bank stock of $522  thousand,  Federal Home Loan Bank stock of
$5.2 million,  the Company's  investment in its statutory trust of $155 thousand
and ECD Investments,  LLC membership interests of $100 thousand.  The investment
in the  statutory  trust is an  addition  to equity  securities  to comply  with
Revised FASB Interpretation 46, "Consolidation of Variable Interest Entities."

          The  amortized  cost of the Bank's  investment  securities at June 30,
2005 and December 31, 2004, are summarized in Table 1.


          TABLE 1: COMPOSITION OF INVESTMENT PORTFOLIO (Amortized Cost)


                                            06/30/05              12/31/04
                                        --------------        -------------
   Mortgage-Backed Securities           $  89,562,124         $  90,545,807
   Agencies                                 6,496,165             3,997,544
   Obligations of state and
      Political Subdivisions               34,897,719            35,321,402
   Corporate Securities                     1,000,534             1,007,752
                                        ==============        =============
                                        $ 131,956,542         $ 130,872,505
                                        ==============        =============

          Loans held to maturity

        Loan demand in the Company's market areas began to strengthen during the
first six months of 2005,  as was expected.  However,  loans grew at a pace that
exceeded Company projections of growth through this period by over $7.6 million,
or 3%. Loans, net of the loan loss reserve, increased 7.3%, or $15.9 million, to
$232.9  million at June 30, 2005 from $217.1  million at December 31, 2004.  The
increase  was  helped  in  part  by  slight   increases  in  home  equity  loans
attributable to the continued success of loan specials. However, the majority of
the  increase  came as a result of  increased  activity in the  commercial  real
estate non-residential area. All markets experienced growth during the first six
months;  however, loan growth in the Baton Rouge, Louisiana market was 18% since
December 31, 2004, while the Vicksburg,  Mississippi  contributed  growth of 11%
since  December 31, 2004.  The loan to total assets ratio  increased to 58.5% at
June 30, 2005,  compared to 57.5% at December 31,  2004.  At June 30, 2005,  the
loan  to  deposit  ratio  was  102%  compared  to 96% at  year-end.  Fixed  rate
conforming mortgage assets with maturities greater than 12 years are sold in the
secondary market at the time of origination.

          Management  anticipates continued loan growth through the remainder of
this year primarily from the Baton Rouge, Louisiana, and Vicksburg, Mississippi,
markets.  Table 2 presents  the Bank's loan  portfolio  composition  at June 30,
2005, and December 31, 2004.
<PAGE>

          TABLE 2: COMPOSITION OF LOAN PORTFOLIO

                                        06/30/05             12/31/04
                                     --------------     ----------------
Commercial, financial & agricultural $  34,139,000      $  31,589,000
Real estate-construction                23,422,000          18,360,000
Real estate-1-4 family residential      97,888,000          90,290,000
Real estate-other                       68,694,000          66,284,000
Installment                             13,451,000          14,229,000
Other                                      190,000             249,000
                                    ---------------     ----------------
      Total loans                    $ 237,784,000      $  221,001,000
                                    ===============     ================

          Bank Premises

          The  Company  had leased its  branch on Perkins  Road in Baton  Rouge,
 Louisiana  that it closed at the end of 2004.  The lease  term was to expire at
 the end of 2006.  After  conversations  with the owner regarding his ability to
 lease the building to another  tenant,  the Company was released from liability
 and the lease agreement was terminated.  There have been no significant changes
 in the Company's premises since year-end.

          Asset Quality

          Nonperforming  assets,  including non-accrual loans, other real estate
and loans 90 days or more delinquent, increased $644 thousand to $2.9 million at
June 30,  2005,  from $2.2 million at year-end.  The Bank's  nonperforming  loan
ratio  increased to .53% at June 30, 2005 from .41% at December  31,  2004.  The
increase is due  primarily  to one large  commercial  real estate  credit  which
carries a Small Business  Administration (SBA) guarantee of 75% of the principal
amount of the loan. Due to the process of liquidation on an SBA loan,  including
the time involved,  the Bank decided that the conservative  approach was to move
the entire balance to  non-accrual as opposed to moving only the  non-guaranteed
portion to non-accrual.  A breakdown of  nonperforming  assets at June 30, 2005,
and December 31, 2004, is shown in Table 3.

          TABLE 3: BREAKDOWN OF NONPERFORMING ASSETS

                                              06/30/05       12/31/04
                                            -----------    -----------
                                              (dollars in thousands)
   Non-accrual loans by type
     Real estate                             $   1,071      $     532
     Installment                                    64             26
     Commercial and all other loans                 93            214
                                            ----------     ----------
         Total non-accrual loans                 1,228            772
     Loans past due 90 days or more                 28            129
                                            ----------     ----------
         Total nonperforming loans               1,256            901
     Other real estate owned (net)               1,609          1,320
                                            ----------     ----------
         Total nonperforming assets          $   2,865      $   2,221
                                            ==========     ==========
   Nonperforming loans as a percent
     of loans, net of unearned interest
     and loans held for sale                      .53%           .41%
                                            ==========     ==========

<PAGE>

          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  reevaluates  the
adequacy of the allowance.  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.  Each loan is assigned
a risk  rating  between one and nine with a rating of "one" being the least risk
and a rating of "nine" reflecting the most risk or a complete loss. Risk ratings
are assigned by the originating loan officer or loan committee at the initiation
of the  transactions  and 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 a risk rating of "five" or above are monitored more
closely by the Chief  Lending  Officer  and loan review  personnel.  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  perfectly 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 $2.4 million at June 30, 2005,  which  represents 1.02% of gross loans
held to maturity, is adequate,  under prevailing economic conditions,  to absorb
losses on existing  loans.  At December 31, 2004,  the allowance for loan losses
was $2.2 million, or 1.02%, of gross loans held to maturity.

          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 provide  necessary  data to maintain a
proper provision  expense to earnings.  Based upon this  evaluation,  management
believes the  provision  for  possible  loan losses of $30 thousand per month at
June 30, 2005, is adequate to provide coverage for possible loan losses that may
be inherent in the portfolio.

          Table 4 details  allowance  activity for the six months ended June 30,
2005 and June 30, 2004:

<PAGE>


          TABLE 4: ACTIVITY OF ALLOWANCE FOR POSSIBLE LOAN LOSSES

                                                 06/30/05      06/30/04
                                               -----------    -----------
                                                 (dollars in thousands)
 Balance at beginning of year                    $ 2,237       $ 2,070
   Charge-offs:
     Real Estate                                     (50)           (0)
     Commercial                                       (8)          (70)
     Installment and other                           (25)          (32)
   Recoveries:
     Real Estate                                      26             1
     Commercial                                        8             1
     Installment and other                            25            16
                                                ----------     ----------
   Net (charge-offs)/recoveries                      (24)          (84)
     Provision charged to operations                 180           240
                                                ----------     ----------
 Balance at end of period                        $ 2,393       $ 2,226
                                                ==========     ==========
     Allowance for loan losses as a percent
     of loans, net of unearned interest
     and loans held for sale                        1.02%         1.02%
                                                ==========     ==========
Net charge-offs as a percent of
   average loans                                     .01%          .04%
                                                ==========     ==========

          Potential Problem Loans

          At June 30, 2005, 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  increased $2.0 million from $226.3 million at December
31, 2004, to $228.3 million at June 30, 2005.  Customer deposits  increased $3.6
million,  replacing  $1.6 million in brokered  deposits.  Each of the  Company's
markets is very competitive,  and management expects deposit cost to increase as
short-term interest rates continue to climb.

          TABLE 5: COMPOSITION OF DEPOSITS

                                        06/30/05             12/31/04
                                     -------------        -------------
Non-Interest Bearing                 $  39,557,088        $  39,868,482
NOW Accounts                            29,375,312           28,103,197
Money Market Deposit Accounts           25,756,073           24,974,678
Savings Accounts                        21,154,314           16,490,444
Certificates of Deposit                112,490,350          116,851,128
                                     -------------        -------------
      Total Deposits                 $ 228,333,137        $ 226,287,929
                                     =============        =============
<PAGE>




          Borrowings

          Total bank  borrowings,  including  Federal  Home Loan Bank  advances,
federal funds  purchased and customer  repurchase  agreements,  increased  $19.4
million from $111.5  million at December 31, 2004 to $130.9  million at June 30,
2005. The majority of the additional borrowed funds were used to fund the Bank's
$15.9 million  increase in loans.  However,  management  expects that cash flows
from the  investment  portfolio to fund  additional  loan growth  throughout the
remainder of 2005.

          Capital

          Stockholders'  equity  totaled $31.6 million at June 30, 2005 compared
to $31.2  million at December 31, 2004.  The increase is primarily the result of
net income,  dividends paid and the change in comprehensive  income/ (loss) over
the first six months totaling $1.7 million, ($698) thousand and ($603) 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
decreased to 7.9% at June 30, 2005 compared to 8.3% at December 31, 2004.

          The Company  maintained a total capital to risk weighted  assets ratio
of  14.95%,  a Tier 1 capital  to risk  weighted  assets  ratio of 14.01%  and a
leverage ratio of 9.14% at June 30, 2005. These levels  substantially exceed the
minimum   requirements   of  the   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 six months  ended  June 30,  2005.  See Note B,
 "Interest  Rate  Risk  Management,"  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 June 30, 2005  increased to $848
thousand,  or $0.40 per diluted share,  compared to $681 thousand,  or $0.32 per
diluted  share,  for the same  period in 2004.  Returns  on  average  assets and
average  equity were .86% and 10.73%,  respectively,  for the three months ended
June 30, 2005 compared to .72% and 9.02%,  respectively,  for the same period in
2004.  The  increase in net income was due  primarily to  consolidation  of bank
premises throughout 2004 and the reduction of full-time  equivalents from 142 at
June 30, 2004 to 123 at June 30, 2005. Both of these  initiatives  resulted in a
more  profitable  second  quarter of 2005 and  additional  savings in personnel,
occupancy,  supplies and  communication is expected.  Management  believes these
efforts will allow the Company to be more competitive in all of its markets.

          For the six  months  ended  June 30,  2005,  net  income  and  diluted
earnings  per share  were $1.7  million,  or $0.82 per share,  compared  to $1.3
million,  or $0.62 per share,  for the same period in 2004.  The increase,  much
like the quarter,  was due to the  consolidation  of premises  and  reduction in
personnel. Management does not believe the reduction in personnel will adversely
affect ongoing operations.

          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 is net interest income  expressed as a percentage of average
earning assets.
<PAGE>

          Net  interest  income  remained  stable at $3.4  million for the three
months  ended June 30, 2005 as  compared to the same period in 2004.  Due to the
structure of the Company's  balance sheet,  the rising interest rate environment
and the flattening  yield curve between short and long-term rates had a negative
impact of  approximately  $209  thousand  on net  interest  income in the second
quarter  of 2005.  However,  significant  growth  in the loan  portfolio  helped
minimize the negative effect. The lower rate environment also contributed to the
compression  and narrowing of net interest margin to 3.66% for the quarter ended
June 30, 2005 compared to 3.88% at June 30, 2004.

          For the six months ended June 30, 2005, net interest income  increased
$58 thousand to $6.7 million  compared to the same period in 2004.  The increase
was due primarily  for the same reasons as expressed in the  quarterly  analysis
except that over the six-month  period  additional net interest  income from the
growth in average loans actually  exceeded the negative  impact due to increases
in interest rates. Net interest margin decreased from 3.80% to 3.64%.

          Non-Interest Income

          Non-interest  income  includes  service  charges on deposit  accounts,
income from  fiduciary  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 June 30, 2005  decreased  $175 thousand over the same
period in 2004.  Non-interest  income during the second quarter of 2004 included
the recognition of a gain of approximately  $173 thousand due to the sale of the
Bank's Shields Lane Branch in Natchez, Mississippi. Excluding this non-recurring
event,  non-interest income for the second quarter of 2005 approximately matched
the amount for the same period in 2004.  Increases in service charges on deposit
accounts and income from investment sales were offset by lower revenues from the
sale of  mortgage  loans.  A gain of $84  thousand  on the sale $8.8  million in
mortgage  loans was realized  during the second quarter of 2005 compared to $104
thousand on $12.4 million in sales for the same period in 2004.  Originations of
mortgages  were  lower in the  second  quarter  of 2005 as  rates  began to move
higher,  beginning  in 2004.  Management  believes  mortgage  originations  will
continue to be strong,  despite the decrease in 2005, because long-term interest
rates  remain  relatively  low.  However,  as rates  begin to return to historic
levels,  meaning that long-term rates would increase,  mortgage originations are
expected to decline.

          For the six months ended June 30, 2005,  non-interest income decreased
$140  thousand  compared  to the same period in 2004  primarily  due to the gain
recorded  from the branch sale in 2004.  Mortgage  loan sales for the six months
ended June 30, 2005 fell 28.7% to $16.8 million compared to $23.5 million during
the same period in 2004.

          Non-Interest Expense

          Non-interest  expense  includes  salaries  and  benefits,   occupancy,
equipment  and other  operating  expenses.  Non-interest  expenses for the three
months ended June 30, 2005,  were $2.8 million  compared to $3.2 million for the
three months ended June 30, 2004, a decrease of 13%, or $409 thousand. The major
cause of the decrease was a $286 thousand  pre-tax  expense  related to employee
salaries for deferred  compensation  recorded during the second quarter of 2004,
due to the retirement and/or resignation of three senior employees.  A reduction
in full-time equivalents,  supplies,  occupancy and advertising also contributed
to the decrease in non-interest expense.

          Non-interest  expense for the six months ended June 30, 2005 decreased
$512 thousand to $5.6 million compared to $6.1 million during the same period in
2004.  This  decrease  was  due to the  above  explanation  concerning  deferred
compensation along with general reductions in personnel from period to period.

          Income Taxes

          The  Company  recorded  income tax  expense of $279  thousand  for the
three months ended June 30, 2005, compared to $186 thousand for the same  period
in 2004.  Income tax  expense  for the six months  ended June 30,  2005 was $380
thousand compared to $324 thousand during the same period in 2004.
<PAGE>

          Liquidity and Capital Resources

          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.

          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  $3.5 million to
$10.1  million at June 30, 2005 from $6.6  million at  December  31,  2004.  The
increase is primarily due to a $3 million  certificate of deposit issued on June
30, 2005.  The Bank was unable to use the cash from this  certificate of deposit
to pay down borrowed funds prior to the end of the second quarter. Cash provided
by operating and financing activities during the second quarter of this year was
$1.0 million and $20.6 million,  respectively,  while investing  activities used
$18.1 million

          The Company has unsecured federal funds lines with correspondent banks
and  maintains  the ability to draw on its line of credit with the Federal  Home
Loan Bank in the  amounts of  approximately  $18 and $8  million,  respectively.
Management  believes it maintains  adequate  liquidity for the Company's current
needs.

          In  the  ordinary   course  of  business,   the  Company  enters  into
commitments to extend credit to its customers.  See Note E, "Loan  Commitments,"
to the  Consolidated  Financial  Statements  for a discussion  of the  Company's
commitments to extend credit as of June 30, 2005.

          The  Company's  liquidity  and  capital  resources  are  substantially
dependent  on the  ability of the Bank to  transfer  funds to the Company in the
form of dividends, loans and advances. Certain restrictions exist on the ability
of the Bank to transfer such funds to the Company.  Federal Reserve  regulations
limit  the  amount  the Bank may  loan to the  Company  unless  such  loans  are
collateralized  by specific  obligations.  At June 30, 2005,  the maximum amount
available  for  transfer from  the Bank to the Company in the form of loans on a
securitized basis was $1.6 million.  There were  no loans  outstanding  from the
Bank to the Company at June 30, 2005.

                 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  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.   Quantitative and Qualitative Disclosures About Market Risk

          Market risk  reflects the  potential  risk of economic loss that would
result from adverse  changes in interest  rates and market  prices.  The risk is
usually seen in either reduced  market value of financial  assets or reduced net
interest income in future periods.
<PAGE>

        The Company utilizes an asset/liability  committee ("ALCO") comprised of
four  outside  directors,  the  Bank's  Chief  Executive  Officer  and its Chief
Financial  Officer,  who acts as chairman of the committee.  The committee meets
monthly  or  more  often  as  needed,  and  its  primary  responsibility  is the
management  of the  assets and  liabilities  of the Bank to produce a stable and
evenly rising flow of net interest income, an appropriate level of capital and a
level of liquidity  adequate to respond to the needs of depositors and borrowers
and to earnings' enhancement  opportunities.  The committee manages the interest
rate  risk  inherent  in  the  loan,  investment,  deposit  and  borrowed  funds
portfolios.  Further,  the committee manages the risk profile of the Company and
determines strategies to maintain interest rate sensitivity at a low level.


          The  Company  utilizes  an  electronically  based  financial  modeling
system.  After  supplying the system with an interest rate scenario and a set of
projections,  the ALCO and  Board of  Directors  receive  a  standard  reporting
package  showing  the current  and future  impact of changes in interest  rates,
strategies and tactics and tracking information against budgets, other forecasts
and actual performance.

          The   Company   models   Economic   Value  of   Equity   (EVE)  as  an
asset/liability  management  tool to  measure  market  risk.  Annually,  the EVE
analysis is  performed  to determine  the effect of the Bank's  franchise  value
under different rate scenarios.  This value is calculated by subtracting the net
present  value  of the  bank's  liabilities  from the net  present  value of its
assets.  The difference is referred to as "net  portfolio  value" with the value
calculated under each rate scenario  measured as a percentage change to the base
portfolio value. At December 31, 2004, the analysis showed that in a rising rate
scenario  as rates  moved up by 200 basis  points,  the value of the  Bank's net
portfolio value would decline by less than 15%. The committee as reported to the
Board of Directors agreed that this was well within acceptable limits.

          There have been no  significant  changes in the Company's  market risk
position since December 31, 2004.

Item 4.   Controls and Procedures

          As of the end of the period covered by this  quarterly  report on Form
10-Q, 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 4.   Submission of Matters to a vote of Security holders.

        Our Annual  Meeting  was held on April 26,  2005.  Management  solicited
proxies pursuant to Regulation 14A promulgated under the Securities Exchange Act
of 1934, as amended, and there was no solicitation in opposition.

        The only matter voted upon at our Annual Meeting was the election of two
Class III  directors to serve three year terms  expiring in 2008.  The following
directors were elected as Class III directors at the Annual Meeting by the votes
indicated:

                              For        Withheld      Abstain           Total
    R. Andrew Patty II     1,523,423       21,232          0          1,544,655
    George R. Kurz         1,537,616        7,039          0          1,544,655

<PAGE>



Item 6.   Exhibits


Exhibit        Description of Exhibit

3.1*   Restated   Articles  of   Incorporation   of  Britton  &  Koontz  Capital
       Corporation,  incorporated  by reference  to Exhibit 4.1 to  Registrant's
       Registration  Statement on Form S-8,  Registration No.  333-20631,  filed
       with the Commission on January 29, 1997.

3.2*   By-Laws of Britton & Koontz Capital Corporation, as amended and restated,
       incorporated by reference to Exhibit 3.2 to Registrant's Annual Report on
       Form 10-KSB filed with the Commission on March 30, 1998.

4.1*   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

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 "Exhibits" this exhibit is incorporated
     by reference to another filing or document



<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, thereunto duly authorized.









                                            BRITTON & KOONTZ CAPITAL CORPORATION




Date:   August 5, 2005                      /s/ W. Page Ogden
                                            ____________________________________
                                            W. Page Ogden
                                            Chairman and Chief Executive Officer




Date:   August 5, 2005                       /s/ William M. Salters
                                             ___________________________________
                                             William M. Salters
                                             Chief Financial Officer


<PAGE>


                                  EXHIBIT INDEX

Exhibit      Description of Exhibit

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

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


<PAGE>






                                  EXHIBIT 31.1

             SECTION 302 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER





<PAGE>


                                                                    EXHIBIT 31.1



                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER


        1. I have  reviewed  this  quarterly  report on Form  10-Q 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 registrant as of, and for, the periods presented in this report;

        4. The registrant'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
        registrant 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  registrant,
        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 registrant'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  registrant's  internal
        control over financial  reporting that occurred during the  registrant's
        most recent fiscal  quarter (the  registrant's  fourth fiscal quarter in
        the case of an  annual  report)  that  has  materially  affected,  or is
        reasonably  likely  to  materially  affect,  the  registrant's  internal
        control over financial reporting; and

        5. The registrant's other certifying officer and I have disclosed, based
        on our  most  recent  evaluation  of  internal  control  over  financial
        reporting,  to the registrant's  auditors and the audit committee of the
        registrant'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  registrant'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  registrant's  internal
        control over financial reporting.






Date: August 5, 2005                                   /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-Q 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 registrant as of, and for, the periods presented in this report;

        4. The registrant'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
        registrant 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  registrant,
        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 registrant'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  registrant's  internal
        control over financial  reporting that occurred during the  registrant's
        most recent fiscal  quarter (the  registrant's  fourth fiscal quarter in
        the case of an  annual  report)  that  has  materially  affected,  or is
        reasonably  likely  to  materially  affect,  the  registrant's  internal
        control over financial reporting; and

        5. The registrant's other certifying officer and I have disclosed, based
        on our  most  recent  evaluation  of  internal  control  over  financial
        reporting,  to the registrant's  auditors and the audit committee of the
        registrant'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  registrant'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  registrant's  internal
        control over financial reporting.







Date: August 5, 2005                                  /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-Q for the quarter
ended June 30, 2005, 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: August 5, 2005                         /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-Q for the quarter
ended June 30, 2005, 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: August 5, 2005                        /s/ William M. Salters
                                            ____________________________________
                                            William M. Salters
                                            Chief Financial Officer