U. S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB




(Mark One)

[X]  Quarterly Report Under Section 13 Or 15 (d) Of the Securities  Exchange Act
     Of 1934 For the Quarterly Period Ended March 31, 2001.

[ ]  Transition  Report  Pursuant  To Section 13 or 15 (d) Of the  Securities
     Exchange Act of 1934




                         Commission File Number 0-22606



                      BRITTON & KOONTZ CAPITAL CORPORATION




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



                   500 Main Street, Natchez, Mississippi 39120

                             Telephone: 601-445-5576



Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No. ____


2,109,055 Shares of Common Stock,  Par Value $2.50,  were issued and outstanding
as of April 1, 2001.

                                                                         X
Transitional Small Business Disclosure Format:      Yes ______   No    ______



<PAGE>

                      BRITTON & KOONTZ CAPITAL CORPORATION
                                 AND SUBSIDIARY


PART I.     FINANCIAL INFORMATION


     Item 1. Financial Statements (Unaudited)


     Consolidated Balance Sheets for March 31, 2001 and December 31, 2000

     Consolidated Statements of Income for the Three Months Ended March 31, 2001
     and March 31, 2000

     Consolidated  Statements of Changes in  Stockholders'  Equity for the Three
     Months Ended March 31, 2001 and March 31, 2000

     Consolidated  Statements of Cash Flows for the Three Months Ended March 31,
     2001 and March 31, 2000

     Notes to the Consolidated Financial Statements


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


PART II.     OTHER INFORMATION


     Item 2. Changes in Securities.

     Item 6. Exhibits and Reports on Form 8-K



<PAGE>
<TABLE>
<CAPTION>


                                   BRITTON & KOONTZ CAPITAL CORPORATION
                               CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
                                          FOR THE PERIODS ENDED



                                 A S S E T S                                 March 31,        December 31,
                                                                               2001              2000
<S>                                                                     <C>                <C>
                                                                        -----------------  ----------------
 Cash and due from banks:
       Non-interest bearing                                                $   6,812,141     $   7,629,471
       Interest bearing                                                          148,722           329,407
                                                                        -----------------  ----------------
              Total cash and due from banks                                    6,960,863         7,958,878
 Federal funds sold                                                                    -                 -
 Investment Securities:
       Held-to-maturity (market value, in 2001 and 2000,
           of $11,202,269 and $55,350,505, respectively)                      10,834,500        54,486,659
       Available-for-sale (amortized cost, in 2001 and 2000,
           of $53,208,420 and $6,336,675, respectively)                       54,578,828         6,215,483
       Equity securities, at cost less equity in unallocated losses              744,692           794,790
       Other equity securities                                                 2,249,050         2,222,350
 Loans, less unearned income of $39,042 in 2001 and
           $46,988 in 2000, and allowance for loan losses of
           $2,016,336 in 2001 and $1,883,561 in 2000                         179,628,315       184,977,163
 Loans held for sale                                                           4,895,154                 -
 Bank premises and equipment, net                                              7,052,539         7,071,668
 Goodwill                                                                      1,392,066         1,418,970
 Other real estate, net                                                          715,110           773,005
 Accrued interest receivable                                                   2,198,981         2,530,097
 Cash surrender value of life insurance                                          826,302           808,329
 Other assets                                                                    682,776           861,975
                                                                        -----------------  ----------------

 TOTAL ASSETS                                                              $ 272,759,176     $ 270,119,367
                                                                        =================  ================

                                 LIABILITIES

 Deposits
       Non-interest bearing                                                $  32,855,147     $  33,613,385
       Interest bearing                                                      177,038,925       177,742,115
                                                                        -----------------  ----------------
              Total deposits                                                 209,894,072       211,355,500

 Federal Home Loan Bank advances                                              29,800,000        27,175,000
 Federal funds purchased                                                               -                 -
 Securities sold under repurchase agreements                                   2,885,000         2,840,000
 Accrued interest payable                                                      1,232,919         1,887,243
 Advances from borrowers for taxes and insurance                                 211,662           440,834
 Accrued taxes and other liabilities                                           1,594,793           897,169
                                                                        -----------------  ----------------
              Total liabilities                                              245,618,446       244,595,746
                                                                        -----------------  ----------------

                             STOCKHOLDERS' EQUITY

 Common stock - $2.50 par value per share;  12,000,000 shares
           authorized; 2,109,055 and 2,101,534 shares issued and
           outstanding in 2001 and 2000, respectively                          5,308,888         5,290,085
 Additional paid-in capital                                                    7,189,563         7,156,245
 Retained earnings                                                            14,040,594        13,412,231
 Accumulated other comprehensive income                                          859,060           (77,565)
                                                                        -----------------  ----------------
                                                                              27,398,105        25,780,996
 Cost of 14,500 shares of common stock held by the company                      (257,375)         (257,375)
                                                                        -----------------  ----------------
              Total stockholders' equity                                      27,140,730        25,523,621

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $ 272,759,176     $ 270,119,367
                                                                        =================  ================



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

</TABLE>
<PAGE>


<TABLE>
<CAPTION>



                BRITTON & KOONTZ CAPITAL CORPORATION
                  CONSOLIDATED STATEMENTS OF INCOME



                                                                            Three Months Ended
                                                                                 March 31,
                                                                     ---------------------------------
                                                                          2001              2000
                                                                     ---------------   ---------------
<S>                                                                     <C>               <C>
 INTEREST INCOME:
 Interest and fees on loans                                             $ 4,265,687       $ 3,852,388
 Interest on investment securities:
     Taxable interest income                                              1,016,193           925,734
     Exempt from federal taxes                                              121,652            74,825
 Interest on federal funds sold                                               5,260            68,966
                                                                     ---------------   ---------------
 Total interest income                                                    5,408,792         4,921,913
                                                                     ---------------   ---------------


 INTEREST EXPENSE:
 Interest on deposits                                                     2,176,613         1,925,078
 Interest on other borrowed funds                                           367,985           310,875
 Interest on securities sold under repurchase agreements                     37,359            18,469
                                                                     ---------------   ---------------
 Total interest expense                                                   2,581,957         2,254,422
                                                                     ---------------   ---------------

 NET INTEREST INCOME                                                      2,826,835         2,667,491

 Provision for loan losses                                                  165,000            73,000
                                                                     ---------------   ---------------

 NET INTEREST INCOME AFTER PROVISION
 FOR LOAN LOSSES                                                          2,661,835         2,594,491
                                                                     ---------------   ---------------

 OTHER INCOME:
 Service charges on deposit accounts                                        307,414           295,106
 Income from fiduciary activities                                            18,612            25,300
 Insurance premiums and commissions                                           5,934             5,183
 Gain/(loss) on sale of ORE                                                  (4,912)           38,819
 Gain/(loss) on sale of mortgage loans                                       29,779             7,670
 Amortization of negative goodwill                                                -            44,610
 Equity investee gains/(losses)                                             (50,099)          (19,113)
 Other                                                                      172,744           157,094
                                                                     ---------------   ---------------
 Total other income                                                         479,472           554,669
                                                                     ---------------   ---------------

 OTHER EXPENSES:
 Salaries                                                                 1,020,667           990,227
 Employee benefits                                                          159,054           159,691
 Director fees                                                               40,090            44,590
 Net occupancy expense                                                      167,833           174,916
 Equipment expenses                                                         208,822           188,515
 FDIC assessment                                                             10,405            10,783
 Stationery and supplies                                                     57,423            52,008
 Other real estate expense                                                    2,970             5,753
 Amortization of goodwill                                                    26,904            26,904
 Other                                                                      525,104           446,628
                                                                     ---------------   ---------------
 Total other expenses                                                     2,219,272         2,100,015
                                                                     ---------------   ---------------
 INCOME BEFORE INCOME TAX EXPENSE                                           922,035         1,049,145

 Income tax expense                                                         293,673           356,707
                                                                     ---------------   ---------------
 NET INCOME                                                             $   628,362       $   692,438
                                                                     ===============   ===============
 EARNINGS PER SHARE DATA:

 Basic earnings per share                                                    $ 0.30            $ 0.33
 Basic weighted shares outstanding                                        2,108,721         2,085,537

 Diluted earnings per share                                                  $ 0.30            $ 0.33
 Diluted weighted shares outstanding                                      2,109,439         2,086,247







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


<PAGE>
</TABLE>


<TABLE>
<CAPTION>




                                               BRITTON & KOONTZ CAPITAL CORPORATION
                                    CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                        FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000




                                                                                        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, 1999    2,088,673    $5,221,683   $7,026,208    $ 11,878,518      $ (248,411)   $        -   $ 23,877,998

 Comprehensive Income:
     Net income                          -             -            -         692,439               -                      692,439

     Other comprehensive
     income (net of tax):
     Net change in unrealized
     gain/(loss)on securities
     available for sale, net
     of taxes for $10,436                                                                     (17,543)                     (17,543)




 Acquisition of Treasury Stock      (8,000)                                                                (143,250)      (143,250)


                                 ----------   ----------   -----------   ------------  ---------------   ----------   -------------
 Balance at March 31, 2000       2,080,673    $5,221,683   $7,026,208    $ 12,570,957      $ (265,954)   $ (143,250)  $ 24,409,644
                                 ==========   ==========   ===========   ============  ===============   ==========   =============


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

 Comprehensive Income:
     Net income                          -             -            -         628,363               -                      628,363

     Other comprehensive
     income (net of tax):
     Net change in unrealized
     gain/(loss) on securities
     available for sale, net
     of taxes for $553,820                                                                    936,625                      936,625

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

                                 ----------   ----------   -----------   ------------  ---------------   ----------   -------------
 Balance at March 31, 2001       2,109,055    $5,308,888   $7,189,563    $ 14,040,594      $  859,060    $ (257,375)  $ 27,140,730
                                 ==========   ==========   ===========   ============  ===============   ==========   =============



<PAGE>
</TABLE>


<TABLE>
<CAPTION>




               BRITTON & KOONTZ CAPITAL CORPORATION
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                     PERIODS ENDED MARCH 31,

                                                                                             2001             2000
                                                                                        ---------------   -------------
 CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                     <C>               <C>
 Net income                                                                                  $ 628,362       $ 692,438
 Adjustments to reconcile net income to net cash
 provided by (used in) operating activities:
         Deferred income taxes                                                                 404,351        (217,122)
         Provision for loan losses                                                             165,000          73,000
         Provision for depreciation                                                            183,459         168,860
         Stock dividends received                                                              (26,700)        (17,000)
         (Gain)/loss on sale of other real estate                                                4,912         (38,819)
         (Gain)/loss on sale of mortgage loans                                                 (29,779)         (7,670)
         Amortization/(accretion) of investment security
         premiums (discounts), net                                                             (38,397)         (9,565)
         Amortization of valuation adjustment on acquired loans                                  4,100           6,080
         Amortization of negative goodwill                                                           -         (44,610)
         Amortization of goodwill                                                               26,904          26,904
         Equity in investee (gains)/losses                                                      50,099          19,112
         Writedown of other real estate                                                              -          11,411
         (Increase)/decrease in accrued interest receivable                                    331,116          11,761
         (Increase)/decrease in cash surrender value                                           (17,973)        (21,904)
         (Increase)/decrease in other assets                                                   179,199        (168,513)
         (Increase)/decrease in accrued interest payable                                      (654,324)        189,870
         (Increase)/decrease in accrued taxes and other liabilities                            293,274         544,607

                                                                                        ---------------   -------------
         Net cash provided (used) by operating activities                                    1,503,603       1,218,840
                                                                                        ---------------   -------------


 CASH FLOWS FROM INVESTING ACTIVITIES
         (Increase)/decrease in federal funds sold                                                   -       1,075,000
         Proceeds from sales, maturities and paydowns
         of investment securities                                                            2,513,086       1,719,588
         Redemption of FHLB stock                                                                    -          13,600
         Purchase of FHLB stock                                                                      -        (216,700)
         Purchases of investment securities                                                 (6,249,250)     (5,916,013)
         (Increase)/decrease in loans                                                          314,372      (4,865,463)
         Proceeds from sale and transfers of other real estate                                  52,983          74,000
         Proceeds from sale of premises and equipment                                                -          81,127
         Purchase of premises and equipment                                                   (164,330)       (115,425)

                                                                                        ---------------   -------------
         Net cash (provided) used in investing activities                                   (3,533,139)     (8,150,286)
                                                                                        ---------------   -------------


 CASH FLOWS FROM FINANCING ACTIVITIES
         Increase /(decrease) in customer deposits                                          (1,461,428)      6,286,378
         Increase /(decrease) in brokered deposits                                                   -      10,000,000
         Increase /(decrease) in securities sold under
         repurchase agreements                                                                  45,000        (882,445)
         Increase /(decrease) in federal funds purchased                                             -         875,000
         Increase /(decrease) in FHLB advances                                               2,625,000      (9,700,000)
         Increase /(decrease) in advances from borrowers
         for taxes and insurance                                                              (229,172)       (214,001)
         Acquisition of treasury stock                                                               -        (143,250)
         Common stock issued                                                                    52,121               -

                                                                                        ---------------   -------------
         Net cash provided (used) by financing activities                                    1,031,521       6,221,682
                                                                                        ---------------   -------------

 Net Increase/(decrease)  in cash and due from banks                                          (998,015)       (709,764)
                                                                                        ---------------   -------------

 Cash and due from banks at beginning of period                                              7,958,878       8,024,693
                                                                                        ---------------   -------------

 Cash and due from banks at end of period                                                  $ 6,960,863     $ 7,314,929
                                                                                        ===============   =============




<PAGE>
</TABLE>

<TABLE>
<CAPTION>



               BRITTON & KOONTZ CAPITAL CORPORATION
        CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                     PERIODS ENDED MARCH 31,



                                                                                             2001             2000
                                                                                        ---------------   -------------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:


<S>                                                                                     <C>               <C>
         Cash paid during the year for interest                                           $  3,236,281     $ 2,063,862
                                                                                        ===============   =============

         Cash paid during the year for income taxes                                       $    410,298     $   266,910
                                                                                        ===============   =============

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



</TABLE>
<PAGE>





               BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      MARCH 31, 2001 AND DECEMBER 31, 2000





Note A.  Basis of Presentation

          The  accompanying  consolidated  balance  sheet  for  Britton & Koontz
     Capital  Corporation  (the  "Company")  as of December 31,  2000,  has been
     derived from the audited  financial  statements of the Company for the year
     then ended. The accompanying  consolidated financial statements as of March
     31, 2001, 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
     2000 amounts have been reclassified to conform to the 2001 presentation.



Note B.  Nonperforming Assets.

          Nonperforming  assets at March 31, 2001 and December 31, 2000, were as
     follows:

                                                   03/31/01           12/31/00
                                                     (dollars in thousands)
                                                 ---------          ----------
         Nonaccrual loans by type
             Real estate                         $     788          $     950
             Installment                                 2                 39
             Commercial and all other loans            106                 89
                                                 ----------         ----------
                Total nonaccrual loans                 896              1,078
         Loans past due 90 days or more                562                311
                                                 ----------         ----------
               Total nonperforming loans             1,458              1,389
         Other real estate owned (net)                 715                773
                                                 ----------         ----------
                Total nonperforming assets        $  2,173          $   2,162
                                                 ==========         ==========
         Nonperforming loans as a percent
         of loans, net of unearned interest
         and loans for sale                            .80%               .74%




Note C.  Allowance for Loan Losses

          The following  table  reflects the  transactions  in the allowance for
     loan losses for the three months ended March 31, 2001 and 2000:


                                                   03/31/01           03/31/00
                                                     (dollars in thousands)
                                                   ----------         ----------
         Balance at beginning of year              $   1,884          $   1,151

         Provision charged to operations                 165                 73

         Charge offs                                     (62)               (42)
         Recoveries                                       29                 37
                                                   ----------         ----------
         Net recoveries (charge offs)                    (33)                (5)
                                                   ----------        -----------
         Balance at end of period                  $   2,016          $   1,219
                                                   ==========        ===========

         Allowance for loan losses as a percent
         of loans, net of unearned interest
         and loans held for sale                        1.11%               .70%


<PAGE>

Note D.  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.  Gains on loans are
     recognized when realized.


<PAGE>


                     Management's Discussion and Analysis of
                 Financial Condition and Results of Operations

          This discussion is intended to supplement the  consolidated  financial
     statements,  expand on material  changes in financial  condition since year
     end and to compare the  operating  results for the three months ended March
     31, 2001, to the same period in 2000.


             Financial Condition

          Earning  Assets.  Earning assets  averaged $254.8 million in the first
     quarter of 2001, a $15.3  million (6%) increase from the first quarter 2000
     average of $239.5 million. The increase was due to growth in the investment
     portfolio  (13%) and moderate loan growth (7%) in existing  markets as well
     as the bank's expanding presence to Vicksburg, Mississippi and Baton Rouge,
     Louisiana.  Investment  and loan  growth has been  funded by an increase in
     deposits and borrowed  funds along with the  reinvestment  of proceeds from
     securities paydowns.

          Asset  Quality.  Several key measures are used to evaluate and monitor
     the Company's asset quality.  These measures  include total  delinquencies,
     nonaccrual  loans  and  other  real  estate  owned by the  bank.  The banks
     nonperforming  loan ratio increased slightly to .80% at March 31, 2001 from
     .74% at December 31, 2000.  This  increase is due primarily to increases in
     loans past due 90 days or more  offset by  decreases  in  nonaccrual  loans
     along with the movement of $4.8 million from the portfolio to available for
     sale. The breakdown of nonperforming  loans at March 31, 2001, and December
     31, 2000, respectively, are shown in Note B.

          Allowance  for Possible  Loan Losses.  The allowance for possible loan
     losses was  increased  to $2.016  million at March 31,  2001,  compared  to
     $1.219  million at March 31, 2000.  The ratio of the allowance for possible
     loan  losses to loans,  net of  unearned  income  and loans  held for sale,
     increased  to 1.11% at March  31,  2001,  from  .70% a year  ago.  The bank
     increased  its  allowance  for loan  losses  in  anticipation  of  expanded
     commercial  loan  growth  in the  Baton  Rouge,  Louisiana  and  Vicksburg,
     Mississippi markets. The Company regularly reviews the reserve for possible
     loan losses to maintain an adequate level to absorb loan losses that may be
     inherent in the portfolio. The bank's 1-4 family residential first mortgage
     loans represent  nearly 50% of the total portfolio with very little history
     of loss.  Therefore,  management  is of the opinion  that the  provision is
     adequate at March 31, 2001.

          Other Real Estate.  Other real estate  decreased  to $715  thousand at
     March 31, 2001, from $773 thousand at December 31, 2000.


          Securities.  Securities  primarily  consist of  mortgage-backed,  U.S.
     government agencies and municipal securities. Securities that are deemed to
     be  held-to-maturity  are accounted for by the amortized  cost method while
     securities  in the  available-for-sale  category are  accounted for at fair
     value.  Management  determines  the  classification  of its  securities  at
     acquisition,   however,   approximately   $46  million  of  the   Company's
     held-to-maturity  portfolio was transferred to available-for-sale  pursuant
     to the adoption of FAS 133 on January 1, 2001. Total investment  securities
     increased  6% to $68 million due  primarily to the purchase of $2.5 million
     tax-exempt  municipal bonds and the  securitization  of approximately  $3.8
     million in 1-4 family residential  mortgage loans. Other equity securities,
     comprised of Federal Reserve Bank stock of $239 thousand, Federal Home Loan
     Bank stock of $2.0 million,  increased $27 thousand due to the retention of
     dividend income.

          Liquidity.  Principal  sources of liquidity  for the Company are asset
     cash flows,  customer deposits and the ability to borrow against investment
     securities  and loans.  The Company's cash and cash  equivalents  decreased
     $998 thousand to $7.0 million at March 31, 2001. Cash provided by operating
     and  financing  activities  increased  by $1.5  million  and $1.0  million,
     respectively, while investing activities used $3.5 million.


<PAGE>
          Deposits.  Deposits  decreased  to $209.9  million  at March 31,  2001
     compared to $211.4 million at December 31, 2000 due to the Company  calling
     $10 million in  outstanding  Brokered CD's.  Excluding this call,  deposits
     increased 4%.

          Capital. Shareholders' equity totaled $27.1 million at March 31, 2001,
     compared to $25.5  million at December 31, 2000.  The increase is primarily
     the result of net income and  comprehensive  income over the first  quarter
     totaling  $628  thousand  and $859  thousand,  respectively.  Comprehensive
     income is the result of unrealized gains in available-for-sale  securities.
     The ratio of Shareholders' equity to assets increased to 10.0% at March 31,
     2001 compared to 9.4% at December 31, 2000. The Company  maintained a total
     capital to risk weighted  assets ratio of 14.30%,  a Tier 1 capital to risk
     weighted assets ratio of 13.14% and a leverage ratio of 8.52%. These levels
     substantially  exceed the minimum  requirements of the regulatory  agencies
     for well-capitalized institutions of 10.00%, 6.00% and 5.00% respectively.


             Results of Operations

          First three months of 2001 compared to the first three months of 2000

          Analysis of Net Income.  Net income  decreased  to $628.4  thousand or
     $.30 per share from $692.4 thousand or $.33 per share. Factors contributing
     to this decrease from period to period were the banks  decision to increase
     the provision set up for loan loss reserve by $92 thousand, the elimination
     of the bank's  amortization  of negative  goodwill  in the last  quarter of
     2000,  which  accounted for $45 thousand and additional  merger expenses of
     approximately  $33 thousand in connection with the Louisiana Bank and Trust
     (LBT)  acquisition  completed in December 2000.  Excluding these items, net
     income would have approximated $798 thousand or $.38 per share. During this
     period,  the bank's core  income  comprised  of service  charges on deposit
     accounts,  internet  fees and other  retail  service  fees,  remains  high.
     Returns on average  assets and average equity for the first three months of
     2001 were .92% and 10.21%, respectively.

          Analysis of Net Interest Income. Net interest income (NII), the amount
     by which interest income on loans,  investments and other interest  earning
     assets  exceeds  interest  expense on deposits  and other  borrowed  funds,
     increased  $159  thousand or 6% to $2.83 million for the period ended March
     31, 2001,  from $2.67 million  during the first quarter of 2000. The growth
     is due primarily  from growth in earning assets along with a shift in asset
     mix from lower yielding mortgage loans to higher yielding commercial loans.
     The increase in NII is a result of total volume  variance of $191  thousand
     offset by $32 thousand due to lower rates.

          Provision  for Loan Losses.  A thorough  analysis of current  economic
     conditions and the quality of the loan portfolio are conducted on a monthly
     basis.  These  analysis are used in the  computation of the adequacy of the
     allowance for loan losses. Beginning in January 2001, the Company increased
     the monthly provision for loan loss expense to $55 thousand in anticipation
     of expanded commercial loan growth in markets outside Natchez, Mississippi.

          Non-Interest  Income.  Non-interest  income decreased to $479 thousand
     from  $555  thousand  due  primarily  to  the  elimination  of  the  bank's
     amortization  of negative  goodwill in December 2000 along with  additional
     losses recorded from the Company's investment in Sumx Inc.

          Non-Interest  Expense.  Non-interest  expense  increased  6%  or  $119
     thousand to $2.2  million for the  three-month  period ended March 31, 2001
     due to increases in salaries and employee benefits, merger expenses related
     to the LBT acquisition and employee  expenses  related to bank  conferences
     and schools.

          Pretax Income.  The  combination  of the above factors  produced a 12%
     decrease in pretax income to $922 thousand compared to $1.1 million for the
     same period in the previous year.


<PAGE>

          Income  Taxes.  Income taxes  decreased to $294 thousand for the three
     months ended March 31, 2001, from $357 thousand for same period last year.


  PART II.  OTHER INFORMATION

          Item 2.  Changes in  Securities.  In  adopting  FAS 133,  the  Company
     transferred  approximately $46 million from  held-to-maturity  portfolio to
     available-for-sale.

          Item 6. Exhibits and Reports on Form 8-K

              (a)      Exhibits

<PAGE>

                                  EXHIBIT INDEX



  Exhibit                           Description of Exhibit

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

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

     4.1  Certain  provisions  defining the rights of Shareholders  are found in
          the Articles of Incorporation  and By-Laws of Britton & Koontz Capital
          Corporation. See Exhibits 3.1 and 3.2 above.

     4.2  Shareholder  Rights  Agreement  dated June 1, 1996  between  Britton &
          Koontz Capital  Corporation  and Britton & Koontz First National Bank,
          as  Rights  Agent,   incorporated  by  reference  to  Exhibit  4.3  to
          Registrant's  Registration  Statement  on Form S-8,  Registration  No.
          333-20631, filed with the Commission on January 29, 1997.

   10.01  Employment Agreement dated December 31, 1996, between Britton & Koontz
          Capital  Corporation  and W. Page Ogden,  incorporated by reference to
          Exhibit 10.1 to  Registrant's  Annual Report on Form 10-KSB filed with
          the Commission on March 28, 1997.

   10.02  Employment Agreement dated December 31, 1996, between Britton & Koontz
          Capital  Corporation  and  Bazile R.  Lanneau,  Jr.,  incorporated  by
          reference to Exhibit 10.2 to Registrant's Annual Report on Form 10-KSB
          filed with the Commission on March 28, 1997.

   10.03  Employment  Agreement  dated  December  31,  1998,  between  Britton &
          Koontz  Capital  Corporation  and  James  J.  Cole,   incorporated  by
          reference  to  Exhibit  10.03 to  Registrant's  Annual  Report on Form
          10-KSB filed with the Commission on March 30, 1999.

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



<PAGE>

   10.05  System  Purchase  Agreement dated January 22, 1996 between the Britton
          & Koontz First National Bank and InterBank Systems, Inc., incorporated
          by  reference to Exhibit 10.5 to  Registrant's  Annual  Report on Form
          10-KSB filed with the  Commission on March 29, 1996 and Form 10-KSB/A,
          Amendment Number 1, filed with the Commission on June 14, 1996.

   10.06  Independent  Contractor  Agreement  dated  January 22,  1996,  between
          Interbank  Systems,  Inc. and Summit Research,  Inc.,  incorporated by
          reference  to  Exhibit  10.6 to  Registrant's  Annual  Report  on Form
          10-KSB/A,  Amendment  Number 1, filed with the  Commission on June 14,
          1996.

   10.07  Britton & Koontz Capital Corporation Long-Term Incentive  Compensation
          Plan and  Amendment,  incorporated  by  reference  to  Exhibit  4.4 to
          Registrant's  Registration  Statement  on Form S-8,  Registration  No.
          333-20631, filed with the Commission on January 29, 1997.

   10.09  Stock  Purchase  Agreement  dated  December 3, 1998,  among  Britton &
          Koontz Capital Corporation and Sumx, Inc. incorporated by reference to
          Exhibit 10.09 to Registrant's  Annual Report on Form 10-KSB filed with
          the Commission on March 30, 1999.

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

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

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

   11     Statement, re: computation of per share earnings


              (b)      Reports on Form 8-K

                       None

<PAGE>




                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

     This Report  includes  "forward-looking  statements"  within the meaning of
     Section 27A of the Securities Act of 1933 , as amended,  and Section 21E of
     the  Securities  Exchange  Act of 1934,  as amended.  Although  the Company
     believes that the expectations reflected in such forward-looking statements
     are based on numerous assumptions (some of which may prove to be incorrect)
     and are  subject to risks and  uncertainties  which  could cause the actual
     results   to   differ   materially   from   the   Company's   expectations.
     Forward-looking  statements have been and will be made in written documents
     and  oral  presentations  of the  Company.  Such  statements  are  based on
     management's  beliefs  as  well  as  assumptions  made  by and  information
     currently available to management.  When used in the Company's documents or
     oral   presentations,   the  words  "anticipate",   "estimate",   "expect",
     "objective",  "projection",  "forecast", "goal" and similar expressions are
     intended  to  identify  forward-looking  statements.  In  addition  to  any
     assumptions  and other factors  referred to specifically in connection with
     such  forward-looking  statements,  factors that could cause the  Company's
     actual  results  to  differ  materially  from  those  contemplated  in  any
     forward-looking  statements include,  among others,  increased competition,
     regulatory  factors,  economic  conditions,   changing  market  conditions,
     availability  or cost of capital,  employee  workforce  factors,  costs and
     other  effects  of legal and  administrative  proceedings,  and  changes in
     federal, state or local legislative requirements. The Company undertakes no
     obligation to update or revise any forward-looking statements, whether as a
     result of  changes  in actual  results,  changes  in  assumptions  or other
     factors affecting such statements.




<PAGE>



                                   SIGNATURES


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








                                     BRITTON & KOONTZ CAPITAL CORPORATION




   May 15, 2001                      _________________________________________
                                     W. Page Ogden
                                     President and Chief Executive Office




   May 15, 2001                      _________________________________________
                                     Bazile R. Lanneau, Jr.
                                     Vice President and Chief Financial Officer






<PAGE>
<TABLE>
<CAPTION>




                                      EXHIBIT 11

                    Statement Re: Computation of Per Share Earnings




                                                              Three Months Ended
                                                                     March
                                                      ----------------------------------
                                                           2001              2000
                                                      ----------------  ----------------

<S>                                                   <C>               <C>
Basic:
   Average shares outstanding:                              2,108,721         2,085,537

       Net effect of the assumed
       exercise of stock options-
       based on the treasury stock
       method using average stock prices                            0                 0
                                                      ----------------  ----------------

                         Total                              2,108,721         2,085,537
                                                      ================  ================

Net income                                                 $  628,393        $  692,439
                                                      ================  ================

Net income per share                                       $     0.30        $     0.33
                                                      ================  ================






Diluted:
   Average shares outstanding:                              2,108,721         2,085,537

       Net effect of the assumed exercise
       of stock options based on the
       treasury stock method using
       average market price or period
       end market price, whichever is higher                        0               710
                                                      ----------------  ----------------

                         Total                              2,108,721         2,086,247
                                                      ================  ================

Net income                                                 $  628,393        $  692,439
                                                      ================  ================

Net income per share                                       $     0.30        $     0.33



</TABLE>