UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-QSB

                                   (Mark One)

 [X]    Quarterly  Report  Under  Section  13 or  15(d)  of the  Securities
        Exchange Act of 1934 For the Quarterly Period Ended March 31, 2003.

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


                         Commission File Number 0-22606



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


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


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

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


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

             2,113,087 Shares of Common Stock, Par Value $2.50, were
                        outstanding as of April 1, 2003.



      Transitional Small Business Disclosure Format: Yes ______ No __X____





<PAGE>







                      BRITTON & KOONTZ CAPITAL CORPORATION
                                AND SUBSIDIARIES

                                      INDEX


PART I.     FINANCIAL INFORMATION


      Item 1.    Financial Statements


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


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

      Item 3.    Controls and Procedures


PART II.     OTHER INFORMATION


      Item 6.  Exhibits and Reports on Form 8-K


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


                                                                           March 31,         December 31,
 ASSETS:                                                                      2003              2002
                                                                        -----------------  ---------------
<S>                                                                     <C>                <C>
 Cash and due from banks:
       Non-interest bearing                                             $      7,982,991   $     8,914,638
       Interest bearing                                                        5,682,177         2,562,236
                                                                        -----------------  ----------------
              Total cash and due from banks                                   13,665,168        11,476,874

 Federal funds sold                                                                    -         3,560,000
 Investment Securities:
       Held-to-maturity (market value, in 2003 and 2002,
           of $34,492,238 and $34,305,172, respectively)                      33,150,362        33,147,883
       Available-for-sale (amortized cost, in 2003 and 2002,
           of $68,124,503 and $58,343,140, respectively)                      69,959,854        60,565,938
       Equity securities                                                       3,362,600         3,345,200
 Loans, less unearned income of $12,823 in 2003 and
           $14,782 in 2002, and allowance for loan losses of
           $2,253,224 in 2003 and $2,129,328 in 2002                         186,189,116       178,268,969
 Loans held for sale                                                           6,813,333         4,393,397
 Bank premises and equipment, net                                              6,978,013         7,022,975
 Other real estate, net of accumulated reserve of $75,000                      1,807,385         1,554,323
 Accrued interest receivable                                                   2,013,914         2,123,114
 Cash surrender value of life insurance                                          924,693           900,550
 Deposit Premium                                                               1,176,834         1,203,738
 Other assets                                                                  1,055,616         1,316,328
                                                                        -----------------  ----------------

 TOTAL ASSETS                                                           $    327,096,888   $   308,879,289
                                                                        =================  ================


<PAGE>


                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                                           March 31,        December 31,
 LIABILITIES:                                                                 2003              2002
                                                                        -----------------  ----------------
 Deposits
       Non-interest bearing                                             $     37,655,970   $    33,843,654
       Interest bearing                                                      210,137,801       199,168,384
                                                                        -----------------  ----------------
              Total deposits                                                 247,793,771       233,012,038

 Federal Home Loan Bank advances                                              39,315,072        41,315,484
 Securities sold under repurchase agreements                                   2,391,790         2,141,790
 Accrued interest payable                                                        946,404           956,438
 Advances from borrowers for taxes and insurance                                 153,158           326,242
 Trust Preferred Securities                                                    5,000,000                 -
 Accrued taxes and other liabilities                                           1,620,360         1,797,823
                                                                        -----------------  ----------------
              Total liabilities                                              297,220,555       279,549,815
                                                                        -----------------  ----------------

 COMMITMENTS AND CONTINGENCIES

 STOCKHOLDERS' EQUITY:
 Common stock - $2.50 par value per share;
       12,000,000 shares authorized; 2,127,587 issued and 2,113,087
       outstanding for March 31, 2003, and December 31, 2002                   5,318,968         5,318,968
 Additional paid-in capital                                                    7,225,408         7,225,408
 Retained earnings                                                            16,091,353        15,304,539
 Accumulated other comprehensive income                                        1,497,979         1,737,934
                                                                        -----------------  ----------------
                                                                              30,133,708        29,586,849
 Cost of 14,500 shares of common stock held by the company                      (257,375)         (257,375)
                                                                        -----------------  ----------------
              Total stockholders' equity                                      29,876,333        29,329,474

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $    327,096,888   $   308,879,289
                                                                        =================  ================

</TABLE>
<PAGE>


<TABLE>
<CAPTION>


              BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME

                                                                             Three Months Ended
                                                                                  March 31,
                                                                  -----------------------------------------
                                                                       2003                      2002
                                                                  ---------------           ---------------
 <S>                                                               <C>                       <C>
 INTEREST INCOME:
 Interest and fees on loans                                        $   3,604,301             $   3,793,018
 Interest on investment securities:
     Taxable interest income                                             897,981                   891,562
     Exempt from federal taxes                                           409,609                   401,081
 Interest on federal funds sold                                            9,474                    11,314
                                                                  ---------------           ---------------
 Total interest income                                                 4,921,365                 5,096,975
                                                                  ---------------           ---------------
 INTEREST EXPENSE:
 Interest on deposits                                                  1,065,869                 1,403,016
 Interest on other borrowed funds                                        491,510                   546,037
 Interest on securities sold under repurchase agreements                  11,591                    19,734
                                                                  ---------------           ---------------
 Total interest expense                                                1,568,970                 1,968,787
                                                                  ---------------           ---------------

 NET INTEREST INCOME                                                   3,352,395                 3,128,188
 Provision for loan losses                                               135,000                   135,000
                                                                  ---------------           ---------------
 NET INTEREST INCOME AFTER PROVISION
 FOR LOAN LOSSES                                                       3,217,395                 2,993,188
                                                                  ---------------           ---------------
 OTHER INCOME:
 Service charges on deposit accounts                                     318,668                   295,387
 Income from fiduciary activities                                         14,405                    13,351
 Insurance premiums and commissions                                           61                     1,027
 Gain/(loss) on sale of ORE                                                6,000                   (19,902)
 Gain/(loss) on sale of mortgage loans                                   142,525                    71,953
 Gain/(loss) on sale of other assets                                      (1,424)                   (3,100)
 Equity investee gains/(losses)                                                -                   (69,948)
 Other                                                                   163,261                   173,160
                                                                  ---------------           ---------------
 Total other income                                                      643,496                   461,928
                                                                  ---------------           ---------------

<PAGE>



 OTHER EXPENSES:
 Salaries                                                              1,404,739                 1,184,244
 Employee benefits                                                       205,327                   200,102
 Director fees                                                            43,135                    40,440
 Net occupancy expense                                                   195,508                   183,062
 Equipment expenses                                                      231,441                   231,115
 FDIC assessment                                                           8,685                     9,269
 Stationery and supplies                                                  71,502                    55,048
 Other real estate expense                                                 7,558                     5,271
 Amortization of deposit premium                                          26,904                    26,904
 Other                                                                   581,237                   506,070
                                                                  ---------------           ---------------
 Total other expenses                                                  2,776,036                 2,441,525
                                                                  ---------------           ---------------
 INCOME BEFORE INCOME TAX EXPENSE                                      1,084,855                 1,013,591

 Income tax expense                                                      298,041                   255,362
                                                                  ---------------           ---------------
 NET INCOME                                                        $     786,814             $     758,229
                                                                  ===============           ===============

 EARNINGS PER SHARE DATA:

 Basic earnings per share                                          $        0.37             $        0.36
                                                                  ===============           ===============

 Basic weighted shares outstanding                                     2,113,087                 2,109,055
                                                                  ===============           ===============

 Diluted earnings per share                                        $        0.37             $        0.36
                                                                  ===============           ===============

 Diluted weighted shares outstanding                                   2,113,974                 2,112,313
                                                                  ===============           ===============
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                     BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                      FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002




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

 Comprehensive Income:
     Net income                             -            -            -       758,229              -                    758,229

     Other comprehensive income
        (net of tax):
     Net change in unrealized
        gain/(loss) on securities
        available for sale, net
        of taxes of $212,421                                                               (357,099)                  (357,099)


                                    ----------  ----------   ----------   -----------  --------------  ----------  -------------
 Balance at March 31, 2002          2,109,055   $5,308,888   $7,189,563   $16,131,718    $   319,476   $(257,375)  $ 28,692,270
                                    ==========  ==========   ==========   ===========  ==============  ==========  =============


 Balance at December 31, 2002       2,113,087   $5,318,968   $7,225,408   $15,304,539    $ 1,737,934   $(257,375)  $ 29,329,474

 Comprehensive Income:
     Net income                             -            -            -       786,814              -                    786,814

     Other comprehensive income
        (net of tax):
     Net change in unrealized
        gain/(loss) on securities
        available for sale, net
        of taxes of $144,855                                                                (243,493)                  (243,493)
     Other Comprehensive gains from
        derivates, net of
        reclassification adjustment
        of $2,104                                                                              3,538                      3,538


                                    ----------  ----------   ----------   -----------  --------------  ----------  -------------
 Balance at March 31, 2003          2,113,087   $5,318,968   $7,225,408   $16,091,353    $ 1,497,979   $(257,375)  $ 29,876,333
                                    ==========  ==========   ==========   ===========  ==============  ==========  =============


</TABLE>
<PAGE>



<TABLE>
<CAPTION>

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







                                                                               2003                2002
                                                                         -----------------    ----------------

 CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                      <C>                  <C>
 Net income                                                              $        786,814     $       758,229
 Adjustments to reconcile net income to net cash
 provided by (used in) operating activities:
           Deferred income taxes                                                   76,400              29,596
           Provision for loan losses                                              135,000             135,000
           Provision for depreciation                                             174,623             196,272
           Stock dividends received                                               (17,400)            (20,300)
           (Gain)/loss on sale of other real estate                                (6,000)             19,902
           (Gain)/loss on sale of other repossessed assets                          1,424                   -
           (Gain)/loss on sale of mortgage loans                                 (142,525)            (71,953)
           Amortization/(accretion) of investment security
           premiums (discounts), net                                               14,562             (32,299)
           Amortization of valuation adjustment on acquired loans                       -               2,730
           Amortization of deposit premium                                         26,904              26,904
           Equity in investee (gains)/losses                                            -              69,948
           Writedown of other real estate                                               -               5,000
           (Increase)/decrease in accrued interest receivable                     109,200               8,583
           (Increase)/decrease in cash surrender value                            (24,143)            (11,953)
           (Increase)/decrease in other assets                                    242,911            (167,718)
           (Increase)/decrease in accrued interest payable                        (10,034)           (279,251)
           (Increase)/decrease in accrued taxes and other liabilities            (253,862)           (387,718)

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

           Net cash provided (used) by operating activities                     1,113,874             280,972
                                                                         -----------------    ----------------


 CASH FLOWS FROM INVESTING ACTIVITIES
           (Increase)/decrease in federal funds sold                            3,560,000          (2,295,000)
           Proceeds from sales, maturities and paydowns
           of investment securities                                             5,462,806           3,901,308
           Purchases of investment securities                                 (15,113,717)        (10,329,370)
           (Increase)/decrease in loans                                       (10,693,120)          2,504,249
           Proceeds from sale and transfers of other real estate                  106,000             310,119
           Proceeds from sale and transfers of other repossessed assets            23,876                   -
           Purchase of premises and equipment                                    (129,661)           (132,237)

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

           Net cash provided (used) by financing activities                   (16,783,816)         (6,040,931)
                                                                         -----------------    ----------------


<PAGE>


                                                                               2003                2002
                                                                         -----------------    ----------------

 CASH FLOWS FROM FINANCING ACTIVITIES
           Increase /(decrease) in customer deposits                           14,781,733           4,183,420
           Increase /(decrease) in securities sold under
           repurchase agreements                                                  250,000            (913,017)
           Increase /(decrease) in FHLB advances                               (2,000,412)         (4,301,626)
           Increase /(decrease) in advances from borrowers
           for taxes and insurance                                               (173,085)           (138,507)
           Increase /(decrease) in Trust Preferred Securities                   5,000,000                   -

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

           Net cash provided (used) by financing activities                    17,858,236          (1,169,730)
                                                                         -----------------    ----------------

 NET INCREASE/(DECREASE) IN CASH AND DUE FROM BANKS                             2,188,294          (6,929,689)
                                                                         -----------------    ----------------

 CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD                                11,476,874          14,559,236
                                                                         -----------------    ----------------

 CASH AND DUE FROM BANKS AT END OF PERIOD                                $     13,665,168     $     7,629,547
                                                                         =================    ================



<PAGE>
</TABLE>


<TABLE>
<CAPTION>






 SCHEDULE OF NONCASH INVESTING AND                                             2003                2002
                                                                         -----------------    ----------------

 FINANCING ACTIVITIES:

<S>                                                                      <C>                  <C>
           Cash paid during the year for interest                        $      1,579,004     $     2,248,038
                                                                         =================    ================


           Cash paid during the year for income taxes                    $        119,660     $       194,067
                                                                         =================    ================


            Transfers from loans foreclosed to other real estate         $        353,062     $       107,654
                                                                         =================    ================


           Total change in unrealized (gains) losses
            on securities available for sale                             $       (388,348)    $      (569,520)
                                                                         =================    ================


            Total change in deferred income taxes
            on securities available for sale                             $       (144,855)    $      (212,421)
                                                                         =================    ================


            Derivative gain, net of reclassification adjustment          $          3,538     $             -
                                                                         =================    ================


</TABLE>
<PAGE>


               BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      MARCH 31, 2002 AND DECEMBER 31, 2001

Note A.  Basis of Presentation

      The accompanying  consolidated  balance sheet for Britton & Koontz Capital
Corporation  (the  "Company") as of December 31, 2002, 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,  2003,  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  2002  amounts  have been
reclassified to conform to the 2003 presentation.

Note B.  Interest Rate Risk management

      On May 9, 2002, the Bank entered into an  off-balance  sheet interest rate
swap agreement to convert  existing prime based loans to a fixed rate. Under the
terms  of the  agreement,  the  Bank  receives  a fixed  rate of  7.635%  and is
obligated  to pay a  floating  rate  based on  USD-Prime-H.15,  calculated  on a
contractual notional amount of $5,000,000.  The original term is for five years,
expiring May 10, 2007. The fair value of this  derivative,  designated as a cash
flow hedge, and considered  highly effective was $403,553 at March 31, 2003, 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 March 31,  2003,  no change was
recorded. Gains on loans are recognized when realized.

Note D.  Trust Preferred Securities

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


 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 and results of operations of the Company and
 expand on material changes since December 31, 2002.


         Financial Condition

         Assets

         The  Company's  total assets  increased  $18.2 million (6%) from $308.9
 million at December 31, 2002, to $327.1 million at March 31, 2003. The increase
 was due to increases in investment  securities (10%) due to leverage strategies
 as well as  growth in the loan  portfolio  (6%)  contributed  by  increases  in
 commercial  and mortgage  related  products.  The Company  funded the portfolio
 growth  through  increases in deposits and borrowed  funds along with  proceeds
 from security cash flows.



<PAGE>

         Investment Securities

         The  Company's  investment  portfolio  at March 31,  2003,  consists of
 mortgage-backed,  municipal,  and corporate securities.  Investments securities
 that are deemed to be held-to-maturity (HTM) are accounted for by the amortized
 cost method while  securities in the  available-for-sale  (AFS)  categories are
 accounted for at fair value.

         Management   determines  the   classification   of  its  securities  at
 acquisition.  Total HTM and AFS investment  securities  increased 10% to $103.1
 million from December 31, 2002, to March 31, 2003. Equity securities  increased
 $17  thousand  due to the  payment of the 1st  quarter  Federal  Home Loan Bank
 (FHLB) stock dividend.  Equity securities are comprised of Federal Reserve Bank
 stock of $372  thousand,  Federal  Home Loan Bank stock of $2.8 million and ECD
 Investments, LLC membership interests of $100 thousand.


         The  amortized  cost of the Bank's  investment  securities at March 31,
2003, and December 31, 2002 are summarized in Table 1.


<TABLE>
<CAPTION>


         TABLE 1: COMPOSITION OF INVESTMENT PORTFOLIO


                                                         Amortized Cost
                                                  ---------------------------------
                                                    03/31/03              12/31/02
                                                  ---------------------------------
<S>                                               <C>                  <C>
   Obligations of other U.S. Government
     Agencies and Corporations                    $ 62,435,685         $ 52,544,082
   Obligations of state and
     Political Subdivisions                         33,150,362           33,147,883
   Privately Issued Collateralized
     Mortgage Obligations                              622,387              720,866
   Corporate Securities                              5,066,431            5,078,192
                                                  ============         ============
                                                  $101,274,865         $ 91,491,023
                                                  ============         ============

</TABLE>

         Loans

         The Company's loan  portfolio  increased $10 million to $193 million at
 March 31,  2003,  from $183  million at December  31,  2002.  The loan to total
 assets  ratio was 59.7% at March 31,  2003,  compared to 58.9% at December  31,
 2003. At March 31, 2003,  the loan to deposit ratio was 78.8% compared to 78.0%
 at year-end.

         As rates remain low and the new markets entered by the Company continue
 to show strong potential for growth,  management is anticipating  moderate loan
 demand and growth in the loan  portfolio  for the  remainder  of the year.  The
 Company sells all conforming  mortgage  related assets with maturities  greater
 than 12 years in the secondary  market at the time of origination so the growth
 in the loan  portfolio is expected to be from shorter term 1-4 family  mortgage
 loans and  mortgage  related  commercial  loan  products.  Table 2 presents the
 Bank's loan portfolio at March 31, 2003, and December 31, 2002.


<PAGE>


<TABLE>
<CAPTION>




         TABLE 2: COMPOSITION OF LOAN PORTFOLIO

                                                          03/31/03      12/31/02
                                                        --------------------------

<S>                                                     <C>           <C>
 Commercial, financial & agricultural                   $ 34,103,000  $ 34,264,000
 Real estate-1-4 family 1st mortgage                      69,747,000    65,625,000
 Real estate-construction, development &
     other land loans                                      7,107,000     7,207,000
 Real estate-other mortgage related                       68,924,000    61,660,000
 Installment                                              15,282,000    15,881,000
 Other                                                       105,000       170,000
                                                        ------------  ------------
     Total loans                                        $195,268,000  $184,807,000
                                                        ============  ============
</TABLE>



         Asset Quality

         Nonperforming  assets,  including non-accrual loans, other real estate,
 and loans 90 days or more  delinquent,  decreased $170 thousand to $3.7 million
 at March 31, 2003, from $3.9 million at year-end.  The banks nonperforming loan
 ratio  decreased to 1.01% at March 31, 2003, from 1.29% at December 31, 2002. A
 breakdown of  nonperforming  assets at March 31, 2003, and December 31, 2002 is
 shown in Table 3.


         TABLE 3: BREAKDOWN OF NONPERFORMING ASSETS

                                                    03/31/03       12/31/02
                                                    -----------------------
                                                     (dollars in thousands)
   Non-accrual loans by type
    Real estate                                      $   899        $ 1,513
    Installment                                           13             16
    Commercial and all other loans                       220            537
                                                     -------        -------
       Total non-accrual loans                         1,132          2,066
    Loans past due 90 days or more                       764            253
                                                     -------        -------
         Total nonperforming loans                     1,896          2,319
    Other real estate owned (net)                      1,807          1,554
                                                     -------        -------
       Total nonperforming assets                    $ 3,703        $ 3,873
                                                     =======        =======
   Nonperforming loans as a percent
    of loans, net of unearned interest
    and loans held for sale                            1.01%          1.29%
                                                     =======        =======


         Allowance 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 regularly reviews the allowance in an effort to
maintain it at an adequate level and the analyses are used in the computation of
the  adequacy  of the  allowance  at the end of each  quarter.  Based  upon this
evaluation,  management  believes the allowance for possible loan losses of $2.3
million at March 31, 2003,  which  represents 1.20% of gross loans less unearned
interest (UI) and loans held for sale (LHFS) is adequate to absorb possible loan
losses  that may be  inherent  in the  portfolio.  At  December  31,  2002,  the
allowance  for possible loan losses was $2.1 million or 1.19% of gross loans net
of UI and LHFS.



<PAGE>

            Table 4 breaks down the allowance as to the individual components of
charge-offs,  recoveries and provision for the three months ended March 31, 2003
and 2002:


         TABLE 4: ACTIVITY OF ALLOWANCE FOR POSSIBLE LOAN LOSSES


                                                      03/31/03        03/31/02
                                                      ------------------------
                                                       (dollars in thousands)
         Balance at beginning of year                 $  2,129        $  2,108
   Charge-offs:
    Real Estate                                            (59)            (36)
    Commercial                                              (3)            (23)
    Installment and other                                   (6)            (55)
   Recoveries:
    Real Estate                                              0              17
    Commercial                                              55               0
    Installment and other                                    2              17
                                                      --------        --------
   Net (charge-offs)/recoveries                            (11)            (80)
    Provision charged to operations                        135             135
                                                      --------        --------
   Balance at end of period                           $  2,253        $  2,163
                                                      ========        ========
   Allowance for loan losses as a percent
      of loans, net of unearned interest
      and loans held for sale                             1.20%           1.20%
                                                      ========        ========
   Net charge-offs as a percent of
      average loans                                       .01%            .04%
                                                      ========        ========


         Deposits

         Deposits  increased to $247.8  million at March 31,  2003,  compared to
 $233.0  million at December  31,  2002.  The increase in deposits was offset by
 pay-downs of Federal  Home Loan Bank  Advances and used to fund growth in loans
 and investment securities.

         Capital

         Shareholders'  equity totaled $29.9 million at March 31, 2003, compared
 to $29.3 million at December 31, 2002.  The increase is primarily the result of
 net income and comprehensive income/(loss) over the first quarter totaling $787
 thousand and ($240) 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 9.1% at March 31, 2003, compared to
 9.5% at December 31, 2002.

         The Company maintained a total capital to risk weighted assets ratio of
 14.39%, a Tier 1 capital to risk weighted assets ratio of 13.29% 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.



<PAGE>


         Results of Operations

         Net Income

         Net income  increased to $786.8  thousand or $.37 per share from $758.2
 thousand or $.36 per share.  Returns on average  assets and average  equity for
 the first three months of 2003 were .98% and 10.02%, respectively,  compared to
 1.02% and 10.57% for the first three months in 2002.

         Net Interest Income and Net Interest Margin

         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  $224 thousand or 7% to $3.4
 million for the period ended March 31, 2003, from $3.1 million during the first
 quarter of 2002. The growth was due primarily to a mixture of increased volumes
 and lower rates.  The lower rate  environment  resulted in a decrease in NII of
 ($119)  thousand  as yields on  earning  assets  decreased  more than  costs on
 funding  liabilities.  This  decrease  was offset by the increase in volumes of
 earning asset and costing  liabilities  resulting in an increase in NII of $343
 thousand.

         Net  interest  margin  (NIM),   net  interest  income  expressed  as  a
 percentage of average earning assets was 4.44% at March 31, 2003, a slight drop
 from the previous year end value of 4.51%.

         Non-Interest Income. Non-interest income increased to $643 thousand for
 the quarter ended March 31, 2003,  from $462 thousand during the same period in
 2002. The increase was due to an increase of $23 thousand in service charges on
 deposit  accounts,  additional  gains on sale of mortgage  originations  of $71
 thousand and a reduction of $70 thousand in investee losses in Sumx Inc.

         Non-Interest  Expense.  Non-interest  expense  increased  14%  or  $335
 thousand to $2.8 million for the three-month  period ended March 31, 2003, over
 the same period in 2002,  due  primarily to expected  increases in salaries and
 employee benefits costs associated with expansion into new markets.

         Pretax  Income.  The  combination  of the above  factors  produced a 7%
 increase in pretax income to $1.1 million for the quarter ended March 31, 2003,
 compared to $1.0 million for the same period in the previous year.

         Income Taxes.  The Company recorded income tax expense of $298 thousand
 for the quarter ended March 31, 2003, compared to $255 thousand for the quarter
 ended March 31, 2002.

         Liquidity.  The Company utilizes a funds  management  process to assist
 management in maintaining net interest income during times of rising or falling
 interest rates and in maintaining  sufficient  liquidity.  Principal sources of
 liquidity  for the  Company  are asset cash flows,  customer  deposits  and the
 ability to borrow against investment securities and loans. Secondary sources of
 liquidity include the sale of investment and loan assets.

         The Company's cash and cash equivalents increased $2.2 million to $13.7
 million at March 31,  2003,  from $11.5  million at  December  31,  2003.  Cash
 provided by operating and financing activities during the first quarter of this
 year increased by $1.1 million and $17.9 million, respectively, while investing
 activities  used $16.8  million.  Financing  activities  include an increase in
 loans of $10.7  million  along with the purchase of $15.1 million of investment
 securities offset by paydowns of $5.5 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  of  approximately  $19 and $75  million,  respectively.  Management
 believes it maintains adequate liquidity for the Company's current needs.




<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 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. CONTROLS AND PROCEDURES

         Within  the 90 days  prior  to the  date of this  report,  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-14(c) and Rule 15d-14(c) 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 have
 been no  significant  changes in the  Company's  internal  controls or in other
 factors that could  significantly  affect internal  controls  subsequent to the
 date the Company carried out its evaluation.



 PART II.  OTHER INFORMATION

 Item 6. Exhibits and Reports on Form 8-K

(a)   Exhibits



                                  EXHIBIT INDEX

 Exhibit                Description of Exhibit

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




<PAGE>


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. *

10.01Employment  Agreement  dated  December 31, 2002,  between  Britton & Koontz
     Capital Corporation and W. Page Ogden. incorporated by reference to Exhibit
     10.01  to  Registrant's  Annual  Report  on  Form  10-KSB  filed  with  the
     Commission on March 27, 2003. *

10.02Employment  Agreement  dated  December 31, 2002,  between  Britton & Koontz
     Capital Corporation and Bazile R. Lanneau,  Jr.,  incorporated by reference
     to Exhibit  10.02 to  Registrant's  Annual Report on Form 10-KSB filed with
     the Commission on March 27, 2003. *

10.03Salary  Continuation  Plan  Agreements  dated  September 26, 1994,  between
     Britton & Koontz Capital  Corporation and W. Page Ogden, Bazile R. Lanneau,
     Jr.  and  James  J.  Cole,  incorporated  by  reference  to  Exhibit  10 to
     Registrant's  Current  Report on Form 10-KSB filed with the  Commission  on
     November 14, 1994. *

10.04System  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. *

10.05Britton & 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. *

10.06Stock 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. *

10.07Investor 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. *

10.08Voting  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. *

10.09Management  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. *




<PAGE>

11   Statement re: computation of per share earnings

99.1 Section 906 - Certification of Chief Executive Officer

99.2 Section 906 - Certification of Chief Financial Officer


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

(b)   Reports on Form 8-K

            On January 28, 2003, the Company filed a current report on Form 8-K,
            reporting 2002 earnings.







<PAGE>





                                   SIGNATURES


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









                                   BRITTON & KOONTZ CAPITAL CORPORATION




Date:  May 14, 2003                /s/ W. Page Ogden
                                   -------------------------------------------
                                   W. Page Ogden
                                   Chairman and Chief Executive Office




Date:  May 14, 2003                 /s/ Bazile R. Lanneau, Jr.
                                    ------------------------------------------
                                    Bazile R. Lanneau, Jr
                                    Vice President and Chief Financial Officer





<PAGE>




                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER


      I, W. Page Ogden, certify that:



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

      2. Based on my  knowledge,  this  quarterly  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
quarterly report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included in this quarterly  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 quarterly report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  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 quarterly report is
      being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and

      c)  presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and

      b) any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and

      6. The registrant's other certifying officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.





Date: May 14, 2003                           /s/ W. Page Ogden
                                             ------------------------------
                                             W. Page Ogden
                                             Chief Executive Officer


<PAGE>


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER


      I, Bazile R. Lanneau, Jr., certify that:



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

      2. Based on my  knowledge,  this  quarterly  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
quarterly report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included in this quarterly  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 quarterly report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  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 quarterly report is
      being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and

      c)  presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and

      b) any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and

      6. The registrant's other certifying officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.






Date: May 14, 2003                           /s/ Bazile R. Lanneau, Jr.
                                             -------------------------------
                                             Bazile R. Lanneau, Jr.
                                             Chief Financial Officer




<PAGE>



                                   EXHIBIT 11


                 STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE





<PAGE>


                                   EXHIBIT 11

                 Statement Re: Computation of Per Share Earnings




                                                        Three Months Ended
                                                               March
                                                     ------------------------
                                                        2003         2002
                                                     -----------  -----------

Basic:
   Average shares outstanding:                         2,113,087    2,109,055

Net income                                           $   786,814  $   758,229
                                                     ===========  ===========

Net income per share                                 $      0.37  $      0.36
                                                     ===========  ===========


Diluted:
   Average shares outstanding:                         2,113,087    2,109,055

       Net effect of the assumed
        exercise of stock options
        based on the treasury stock
        method using average market
        price for the period                                 887        3,258
                                                     -----------  -----------

                          Total                        2,113,974    2,112,313
                                                     ===========  ===========

Net income                                           $   786,814  $   758,229
                                                     ===========  ===========

Net income per share                                 $      0.37  $      0.36
                                                     ===========  ===========


<PAGE>


                                  EXHIBIT 99.1

             SECTION 906 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER




<PAGE>
                                                                  EXHIBIT 99.1




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


      In  connection  with the  Quarterly  Report on Form 10-QSB for the quarter
ended March 31, 2003, 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: May 14, 2003                  /s/ W. Page Ogden
                                    ------------------------------
                                    W. Page Ogden,
                                    Chief Executive Officer





<PAGE>


                                  EXHIBIT 99.2

             SECTION 906 - CERTIFICATION OF CHIEF FINANCIAL OFFICER




<PAGE>



                                                                  EXHIBIT 99.2




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


      In  connection  with the  Quarterly  Report on Form 10-QSB for the quarter
ended March 31, 2003, of Britton & Koontz Capital  Corporation  (the "Company"),
as filed  with the  Securities  Exchange  Commission  on the  date  hereof  (the
"Quarterly Report"),  I, Bazile R. Lanneau,  Jr., 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:


(3)         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

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






Date: May 14, 2003                  /s/ Bazile R. Lanneau, Jr.
                                    ------------------------------------
                                    Bazile R. Lanneau, Jr.,
                                    Chief Financial Officer