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, 2004.

[ ] 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)                 (I.R.S. Employer Identification Number)

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

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

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



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

             2,113,087 Shares of Common Stock, Par Value $2.50, were
                         outstanding as of May 1, 2004.



      Transitional Small Business Disclosure Format: Yes ______ No __X____





<PAGE>





                      BRITTON & KOONTZ CAPITAL CORPORATION
                                AND SUBSIDIARIES

                                      INDEX


PART I.     FINANCIAL INFORMATION


         Item 1.    Financial Statements


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


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

         Item 3.  Controls and Procedures


PART II.     OTHER INFORMATION

         Item 2.  Changes in Securities

         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:                                                                      2004              2003
                                                                        -----------------  ----------------
 Cash and due from banks:
<S>                                                                     <C>                <C>
       Non-interest bearing                                                 $ 10,860,757       $ 7,390,638
       Interest bearing                                                        1,008,604           969,117
                                                                        -----------------  ----------------
              Total cash and due from banks                                   11,869,361         8,359,755

 Federal funds sold                                                                    -            41,361
 Investment Securities:
       Held-to-maturity (market value, in 2004 and 2003,
           of $43,621,985 and $44,002,578, respectively)                      41,397,785        42,289,409
       Available-for-sale (amortized cost, in 2004 and 2003,
           of $85,956,126 and $92,186,797, respectively)                      87,793,010        93,663,436
       Equity securities                                                       5,198,600         5,181,800
 Loans, less unearned income of $3,367 in 2004 and
           $3,931 in 2003, and allowance for loan losses of
           $2,178,907 in 2004 and $2,070,162 in 2003                         209,969,869       204,521,159
 Loans held for sale                                                           4,163,464         3,102,006
 Bank premises and equipment, net                                              8,954,955         8,596,254
 Other real estate, net                                                        1,434,627         1,741,127
 Accrued interest receivable                                                   2,030,426         2,095,662
 Cash surrender value of life insurance                                          921,161           905,090
 Core deposits, net of accumulated amortization                                1,069,218         1,096,122
 Other assets                                                                  2,257,720         2,813,267
                                                                        -----------------  ----------------

 TOTAL ASSETS                                                              $ 377,060,196     $ 374,406,448
                                                                        =================  ================

<PAGE>
</TABLE>

<TABLE>
<CAPTION>



                                   LIABILITIES AND STOCKHOLDERS' EQUITY


                                                                           March 31,        December 31,
 LIABILITIES:                                                                 2004              2003
                                                                        -----------------  ----------------
 Deposits
<S>                                                                     <C>                <C>
       Non-interest bearing                                                 $ 38,112,588      $ 37,523,263
       Interest bearing                                                      202,360,216       195,410,519
                                                                        -----------------  ----------------
              Total deposits                                                 240,472,804       232,933,782

 Federal Home Loan Bank advances                                              84,299,998        87,575,761
 Federal funds purchased                                                       2,280,000         4,550,000
 Securities sold under repurchase agreements                                  10,041,726         9,935,300
 Accrued interest payable                                                        853,758           830,498
 Advances from borrowers for taxes and insurance                                 194,093           367,375
 Accrued taxes and other liabilities                                           2,839,572         3,017,133
 Junior subordinated debentures                                                5,000,000         5,000,000
                                                                        -----------------  ----------------
              Total liabilities                                              345,981,951       344,209,849



 STOCKHOLDERS' EQUITY:
 Common stock - $2.50 par value per share;
       12,000,000 shares authorized; 2,127,587 and 2,113,087 issued
       and outstanding for March 31, 2004 and December 31, 2003,
       respectively                                                            5,318,968         5,318,968
 Additional paid-in capital                                                    7,225,408         7,225,408
 Retained earnings                                                            17,314,978        16,690,918
 Accumulated other comprehensive income                                        1,476,266         1,218,680
                                                                        -----------------  ----------------
                                                                              31,335,620        30,453,974
 Cost of 14,500 shares of common stock held by the company                      (257,375)         (257,375)
                                                                        -----------------  ----------------
              Total stockholders' equity                                      31,078,245        30,196,599
                                                                        -----------------  ----------------
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $ 377,060,196     $ 374,406,448
                                                                        =================  ================


</TABLE>
<PAGE>

<TABLE>
<CAPTION>

              BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME

                                                               Three Months Ended
                                                                   March 31,
                                                        --------------------------------

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

 INTEREST INCOME:
<S>                                                     <C>               <C>
 Interest and fees on loans                                $ 3,406,487      $ 3,604,302
 Interest on investment securities:
     Taxable interest income                                 1,019,685          897,981
     Exempt from federal taxes                                 407,404          391,704
 Interest on federal funds sold                                  1,335            9,474
                                                        ---------------   --------------
 Total interest income                                       4,834,911        4,903,461
                                                        ---------------   --------------


 INTEREST EXPENSE:
 Interest on deposits                                          858,491        1,065,869
 Interest on other borrowed funds                              635,699          491,510
 Interest on Trust Preferred Securities                         54,548            3,675
 Interest on securities sold under
   repurchase agreements                                        28,851           11,591
                                                        ---------------   --------------
 Total interest expense                                      1,577,589        1,572,645
                                                        ---------------   --------------

 NET INTEREST INCOME                                         3,257,322        3,330,816

 Provision for loan losses                                     120,000          135,000
                                                        ---------------   --------------
 NET INTEREST INCOME AFTER PROVISION
 FOR LOAN LOSSES                                             3,137,322        3,195,816
                                                        ---------------   --------------

 OTHER INCOME:
 Service charges on deposit accounts                           313,853          318,668
 Income from fiduciary activities                               12,447           14,405
 Insurance premiums and commissions                               (244)              61
 Gain/(loss) on sale of ORE                                    (19,817)           6,000
 Gain/(loss) on sale of mortgage loans                          89,029          142,525
 Gain/(loss) on sale of other assets                            (1,000)          (1,424)
 Other                                                         176,765          181,166
                                                        ---------------   --------------
 Total other income                                            571,033          661,401
                                                        ---------------   --------------



<PAGE>
</TABLE>

<TABLE>
<CAPTION>

 OTHER EXPENSES:
<S>                                                     <C>               <C>
 Salaries                                                    1,501,790        1,404,739
 Employee benefits                                             259,494          205,327
 Director fees                                                  47,660           43,135
 Net occupancy expense                                         215,977          195,508
 Equipment expenses                                            245,482          231,441
 FDIC assessment                                                 8,812            8,685
 Advertising                                                    51,562           57,575
 Stationery and supplies                                        60,747           71,502
 Other real estate expense                                      20,256            7,558
 Amortization of deposit premium                                26,904           26,904
 Other                                                         507,000          519,987
                                                        ---------------   --------------
 Total other expenses                                        2,945,684        2,772,361
                                                        ---------------   --------------

 INCOME BEFORE INCOME TAX EXPENSE                              762,671        1,084,855

 Income tax expense                                            138,611          298,041
                                                        ---------------   --------------
 NET INCOME                                                  $ 624,060        $ 786,814
                                                        ===============   ==============

 EARNINGS PER SHARE DATA:

 Basic earnings per share                                       $ 0.30           $ 0.37
                                                        ===============   ==============
 Basic weighted shares outstanding                           2,113,087        2,113,087
                                                        ===============   ==============


 Diluted earnings per share                                     $ 0.29           $ 0.37
                                                        ===============   ==============
 Diluted weighted shares outstanding                         2,119,730        2,113,974
                                                        ===============   ==============


</TABLE>
<PAGE>

<TABLE>
<CAPTION>


                                        BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                          FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003




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

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

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

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


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

 Comprehensive Income:
     Net income                             -            -            -        624,060             -                      624,060

     Other comprehensive
        income (net of tax):
     Net change in unrealized
        gain/(loss) on securities
        available for sale, net
        of taxes of $134,371                                                                 225,875                      225,875
     Other Comprehensive gains from
        derivates, net of
        reclassification adjustment
        of $18,864                                                                            31,711                       31,711
                                    ----------  -----------  -----------   ------------ -------------   ----------   ------------
 Balance at March 31, 2004          2,113,087   $5,318,968   $7,225,408    $17,314,978   $ 1,476,266    $ (257,375)  $ 31,078,245
                                    ==========  ===========  ===========   ============ =============   ==========   ============




</TABLE>
<PAGE>

<TABLE>
<CAPTION>

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

                                                                                           2004                    2003
                                                                                    -------------------     -------------------
 CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                 <C>                     <C>
 Net income                                                                                  $ 624,060               $ 786,814
 Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
            Deferred income taxes                                                               27,367                  76,400
            Provision for loan losses                                                          120,000                 135,000
            Provision for depreciation                                                         185,186                 174,623
            Stock dividends received                                                           (16,800)                (17,400)
            (Gain)/loss on sale of other real estate                                            19,817                  (6,000)
            (Gain)/loss on sale of other repossessed assets                                      1,000                   1,424
            (Gain)/loss on sale of mortgage loans                                              (89,029)               (142,525)
            Amortization/(accretion) of investment security
              premiums (discounts), net                                                        195,190                  14,562
            Amortization of deposit premium                                                     26,904                  26,904
            Writedown of other real estate                                                      11,000                       -
            (Increase)/decrease in accrued interest receivable                                  65,236                 109,200
            (Increase)/decrease in cash surrender value                                        (16,071)                (24,143)
            (Increase)/decrease in other assets                                                606,679                 242,911
            (Increase)/decrease in accrued interest payable                                     23,260                 (10,034)
            (Increase)/decrease in accrued taxes and other liabilities                        (358,164)               (253,862)
                                                                                    -------------------     -------------------
            Net cash provided (used) by operating activities                                 1,425,635               1,113,874
                                                                                    -------------------     -------------------

 CASH FLOWS FROM INVESTING ACTIVITIES
            (Increase)/decrease in federal funds sold                                           41,361               3,560,000
            Proceeds from sales, maturities and paydowns
              of investment securities                                                       6,927,104               5,462,806
            Purchases of investment securities                                                       -             (15,113,717)
            (Increase)/decrease in loans                                                    (6,600,259)            (10,693,120)
            Proceeds from sale and transfers of other real estate                              327,248                 106,000
            Proceeds from sale and transfers of other repossessed assets                         6,000                  23,876
            Purchase of premises and equipment                                                (543,886)               (129,661)
                                                                                    -------------------     -------------------
            Net cash provided (used) by investing activities                                   157,568             (16,783,816)
                                                                                    -------------------     -------------------

<PAGE>
</TABLE>

<TABLE>
<CAPTION>



 CASH FLOWS FROM FINANCING ACTIVITIES
<S>                                                                                 <C>                     <C>
            Increase /(decrease) in customer deposits                                        7,539,022              14,781,733
            Increase /(decrease) in securities sold under
              repurchase agreements                                                            106,426                 250,000
            Increase /(decrease) in federal funds purchased                                 (2,270,000)                      -
            Increase /(decrease) in FHLB advances                                           (3,275,763)             (2,000,412)
            Increase /(decrease) in advances from borrowers
              for taxes and insurance                                                         (173,282)               (173,084)
            Increase /(decrease) in Trust Preferred Securities                                       -               5,000,000
                                                                                    -------------------     -------------------
            Net cash provided (used) by financing activities                                 1,926,403              17,858,237
                                                                                    -------------------     -------------------

 NET INCREASE/(DECREASE) IN CASH AND DUE FROM BANKS                                          3,509,606               2,188,295
                                                                                    -------------------     -------------------

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

 CASH AND DUE FROM BANKS AT END OF PERIOD                                                 $ 11,869,361            $ 13,665,169
                                                                                    ===================     ===================





 SCHEDULE OF NONCASH INVESTING AND                                                         2004                    2003
                                                                                    -------------------     -------------------
 FINANCING ACTIVITIES:

            Cash paid during the year for interest                                         $ 1,554,329             $ 1,579,004
                                                                                    ===================     ===================

            Cash paid during the year for income taxes                                     $         -             $    61,564
                                                                                    ===================     ===================

            Transfers from loans foreclosed to other real estate                           $    51,565             $   353,062
                                                                                    ===================     ===================
            Total change in unrealized (gains) losses
              on securities available for sale                                             $   360,245             $  (388,348)
                                                                                    ===================     ===================

            Total change in deferred income taxes
              on securities available for sale                                             $   134,371             $  (144,855)
                                                                                    ===================     ===================

            Derivative gain, net of reclassification adjustment                            $    31,711             $     3,538
                                                                                    ===================     ===================



</TABLE>
<PAGE>


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

  Note A.  Basis of Presentation

             The  accompanying  consolidated  balance sheet for Britton & Koontz
  Capital  Corporation (the "Company") as of December 31, 2003, has been derived
  from the audited financial  statements of the Company for the year then ended.
  The accompanying  consolidated  financial statements as of March 31, 2004, are
  unaudited and reflect all normal recurring  adjustments  which, in the opinion
  of management,  are necessary for the fair presentation of financial  position
  and operating results of the periods presented. Certain 2003 amounts have been
  reclassified to conform to the 2004 presentation.

  Note B.  Interest Rate Risk management

             On May 9, 2002, 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 $366,506 at March 31,
  2004, 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, 2004,  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%.

  Note E.  Commitments

             In the  ordinary  course  of  business,  the  Company  enters  into
  commitments to extend credit to its customers.  Letters of credit  included in
  the financial  statements at December 31, 2003, and March 31, 2004,  were $1.4
  million and $789 thousand, respectively. As of March 31, 2004, the Company had
  entered into other  commercial and residential  loan  commitments with certain
  customers that had an aggregate  unused balance of $46.5 million,  compared to
  $40.8  million  at  December  31,  2003.  Because  letters  of credit and loan
  commitments  often  are not used in their  entirety,  if at all,  before  they
  expire,  the balances on such commitments should not be used to project actual
  future  liquidity   requirements.   However,   the  Company  does  incorporate
  expectations  about the level of draws  under all  credit-related  commitments
  into its funds management process.

<PAGE>

         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 during the first quarter of 2004.


             Financial Condition

             Assets

             The  Company's  total  assets  increased  from  $374.4  million  at
  December 31, 2003, to $377.1 million at March 31, 2004. Loans, excluding loans
  held for sale (LHFS),  increased 3% to $210.0 million which was funded through
  cash flows from paydowns in the held-to-maturity  (HTM) and available-for-sale
  (AFS) portfolio resulting in a balance at March 31, 2004, of $129.2 million.


             Investment Securities

             The Company's  investment  portfolio at March 31, 2004, consists of
  mortgage-backed,  municipal,  corporate  and  equity  securities.  Investments
  securities  that are deemed to be HTM are accounted for by the amortized  cost
  method while securities in the AFS categories are accounted for at fair value.

             Management  determines  the  classification  of its  securities  at
  acquisition.  Total HTM and AFS investment  securities  decreased 5% to $129.2
  million from December 31, 2003, to March 31, 2004.  The decrease in investment
  securities was indicative of the Company's  strategy for 2004, which is to use
  the cash flows and paydowns of investment  securities to fund higher  yielding
  loans in all markets.  As of March 31, 2004, equity  securities  increased $17
  thousand from December 31, 2003, to March 31, 2004,  due to the payment of the
  1st quarter  Federal Home Loan Bank (FHLB) stock dividend.  Equity  securities
  are  comprised  primarily  of Federal  Reserve  Bank  stock of $522  thousand,
  Federal  Home  Loan  Bank  stock  of $4.5  million  and ECD  Investments,  LLC
  membership interests of $100 thousand.

             The amortized cost of the Bank's investment securities at March 31,
  2004, and December 31, 2003 are summarized in Table 1.


<TABLE>
<CAPTION>

             TABLE 1: COMPOSITION OF INVESTMENT PORTFOLIO

                                                              Amortized Cost
                                                 -------------------------------------------
                                                     03/31/04                    12/31/03
                                                 -------------------------------------------

<S>                                              <C>                        <C>
    Mortgage Backed Securities                   $   89,489,401             $   95,608,328
    Obligations of state and
       Political Subdivisions                        34,838,300                 34,834,072
    Corporate Securities                              3,026,210                  4,033,806
                                                 ==============             ==============
                                                 $  127,353,911             $  134,476,206
                                                 ==============             ==============
</TABLE>

             Loans

             The Company's  total loan portfolio  increased $6.5 million to $214
  million at March 31, 2004, from $208  million at December 31, 2003.  The loans
  to total assets ratio increased to 56.7% at March 31, 2004, compared  to 55.5%
  at December 31, 2003, while the loan to deposit ratio remained stable at 89.0%
  at March 31, 2004, compared to 89.1% at year-end.

<PAGE>

             As  the  new  markets  entered  by the  Company  continue  to  show
  significant  potential for growth,  management is anticipating  increased loan
  demand  and  growth  in the loan  portfolio  for the  remainder  of the  year,
  particularly in commercial  loans.  Higher mortgage rates and a cooling off of
  demand for mortgage  refinancing  are expected to concentrate a larger portion
  of the loan growth in the commercial area.

             The  Company  sells all  conforming  mortgage  related  assets with
  maturities  greater  than 12  years  in the  secondary  market  at the time of
  origination.  Because of this, the growth in the loan portfolio is expected to
  result from  increases in shorter term 1-4 family  mortgage loans and mortgage
  related  commercial loan products.  Table 2 presents the Bank's loan portfolio
  at March 31, 2004, and December 31, 2003.


             TABLE 2: COMPOSITION OF LOAN PORTFOLIO

                                                   03/31/04        12/31/03
                                                -------------   -------------

  Commercial, financial & agricultural          $  31,097,000   $  31,853,000
  Real estate-construction                         17,789,000      14,690,000
  Real estate-residential                          78,878,000      78,128,000
  Real estate-other                                74,084,000      70,729,000
  Installment                                      14,356,000      14,195,000
  Other                                               111,000         102,000
                                                -------------   -------------
       Total loans                              $ 216,315,000   $ 209,697,000
                                                =============   =============

             Asset Quality

             Nonperforming  assets,  including  non-accrual  loans,  other  real
  estate, and loans 90 days or more delinquent,  decreased $103 thousand to $3.2
  million  at  March  31,  2004,  from  $3.3  million  at  year-end.  The  banks
  nonperforming  loan ratio increased from .74% at December 31, 2003, to .81% at
  March 31,  2004. A breakdown of  nonperforming  assets at March 31, 2004,  and
  December 31, 2003 is shown in Table 3.


             TABLE 3: BREAKDOWN OF NONPERFORMING ASSETS

                                                   03/31/04           12/31/03
                                                  ----------         ----------
                                                     (dollars in thousands)
    Non-accrual loans by type
      Real estate                                 $      830         $      585
      Installment                                         25                 20
      Commercial and all other loans                     622                580
                                                  ----------         ----------
          Total non-accrual loans                      1,477              1,184
      Loans past due 90 days or more                     248                337
                                                  ----------         ----------
          Total nonperforming loans                    1,725              1,522
      Other real estate owned (net)                    1,435              1,741
                                                  ----------         ----------
          Total nonperforming assets              $    3,160         $    3,263
                                                  ==========         ==========
    Nonperforming loans as a percent
      of loans, net of unearned interest
      and loans held for sale                           .81%               .74%
                                                  ==========         ==========

<PAGE>



             Allowance and Provision for Possible Loan Losses

             The allowance for loan losses is based on  management's  evaluation
  of the loan portfolio under current economic  conditions and is an amount that
  management  believes  will be  adequate  to  absorb  probable  losses on loans
  existing  at  the  reporting  date.  The  evaluation   includes   management's
  assessment  of several  factors:  review and  evaluations  of specific  loans,
  changes  in  the  nature  and  volume  of  the  loan  portfolio,  current  and
  anticipated  economic  conditions and the related impact on specific borrowers
  and  industry  groups,  a study of loss  experience,  a review of  classified,
  non-performing  and delinquent  loans,  the estimated  value of any underlying
  collateral,  an  estimate  of the  possibility  of  loss  based  on  the  risk
  characteristics  of the  portfolio,  adverse  situations  that may  affect the
  borrower's ability to repay and the results of regulatory  examinations.  This
  evaluation is inherently subjective as it requires material estimates that may
  be susceptible to significant  change. It is also  comprehensive in nature and
  includes all loans that  management  is aware of that may create  doubts as to
  the ability of the borrower to comply with current repayment terms.

             Based upon this evaluation,  management  believes the allowance for
  possible loan losses of $2.2 million at March 31, 2004, which represents 1.03%
  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, 2003,  the allowance for possible loan losses was $2.1 million
  or 1.00% of gross loans net of UI and LHFS.

             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.

             Table 4 breaks down the allowance as to the  individual  components
  of  charge-offs  and recoveries and sets forth the provision for possible loan
  losses  charged to  operations  for the three  months ended March 31, 2004 and
  2003:


             TABLE 4: ACTIVITY OF ALLOWANCE FOR POSSIBLE LOAN LOSSES

                                                    03/31/04         12/31/03
                                                  ----------        ----------
                                                     (dollars in thousands)

 Balance at beginning of period                   $   2,070         $   2,129
    Charge-offs:
      Real Estate                                        (3)             (456)
      Commercial                                         (1)             (285)
      Installment and other                             (13)              (91)
    Recoveries:
      Real Estate                                         1                25
      Commercial                                          1                60
      Installment and other                               4                18
                                                  ----------        ----------
    Net (charge-offs)/recoveries                        (11)             (729)
      Provision charged to operations                   120               670
                                                  ----------        ----------
 Balance at end of period                         $   2,179         $   2,070
                                                  ==========        ==========
 Allowance for loan losses as a percent
   of loans, net of unearned interest
   and loans held for sale                             1.03%             1.00%
                                                  ==========        ==========
 Net charge-offs as a percent of
   average loans                                        .01%              .36%
                                                  ==========        ==========

<PAGE>

             Deposits

             Deposits increased to $240.5 million at March 31, 2004, compared to
  $232.9 million at December 31, 2003. The increase in deposits is due primarily
  to increases to seasonal public funds  deposits.  The increase in deposits was
  used primarily to pay down Federal Home Loan Bank Advances.

             Borrowings

             Total  borrowings  decreased $5.4 million to $96.6 million at March
  31, 2004, from $102.1 million at December 31, 2003, due to increases in public
  funds deposits.

             Capital

             Stockholders'  equity  totaled  $31.1  million  at March 31,  2004,
  compared to $30.2 million at December 31, 2003.  The increase is primarily the
  result of  increases  in net income  and  positive  changes  in  comprehensive
  income/(loss) over the first quarter totaling $624 thousand and $258 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 stockholders'  equity to assets
  increased to 8.2% at March 31, 2004, compared to 8.1% at December 31, 2003.

             The Company  maintained  a total  capital to risk  weighted  assets
  ratio of 13.20%,  a Tier 1 capital to risk weighted assets ratio of 12.27% and
  a leverage  ratio of 7.67%.  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

             Net Income

             Net income  decreased to $624 thousand or $.29 per diluted share at
  March 31,  2004,  from $787  thousand or $.37 per  diluted  share for the same
  period in 2003.  Returns on average  assets and  average  equity for the first
  three months of 2004 were .67% and 8.16%,  respectively,  compared to .98% and
  10.43% for the first three  months in 2003.  The  decreases  in income and the
  increases in expenses  detailed  below explain the reduction in net income and
  the lower returns on average assets and average equity.

             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,  decreased $73 thousand to $3.3 million
  for the period ended March 31, 2004,  compared to the same period in 2003. Net
  interest  margin  (NIM),  net interest  income  expressed  as a percentage  of
  average  earning  assets  decreased  from 4.42% to 3.73% for the quarter ended
  March 31, 2003, to the same period in 2004.  Contributing  to the reduction in
  both  cases was the lower  interest  rate  environment,  which  resulted  in a
  greater loss of interest income as assets  repriced  compared to the reduction
  in interest expense as liabilities repriced. The decline in NII and NIM due to
  lower rates was partially  offset by a 16% increase in average  earning assets
  of $48 million.


             Non-Interest Income

             Non-interest  income  decreased  to $571  thousand  for the quarter
  ended March 31, 2004,  from $661 thousand  during the same period in 2003. The
  decrease was  primarily  due to the slowdown in mortgage  originations  in all
  markets resulting in reduced gains on sale of mortgage loans of $53 thousand.

             Non-Interest Expense

             Non-interest  expense increased 6% or $173 thousand to $2.9 million
  for the three-month period ended March 31, 2004, over the same period in 2003,
  primarily from expected increases in personnel costs.

<PAGE>

             Income  Taxes

             The Company  recorded  income tax expense of $139  thousand for the
  quarter ended March 31, 2004,  compared to $298 thousand for the quarter ended
  March 31, 2003.  The reduction is due to higher  earnings  before income taxes
  during the period ended March 31,  2003,  compared to the same period in 2004.
  Also, tax expense reported in 2003 was slightly  inflated due to not expecting
  the  allowability  of  greater  tax  benefits  resulting  from  being  able to
  depreciate purchase equipment at a faster rate.

             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 $3.5 million to
  $11.9 million at March 31, 2004,  from $8.4 million at December 31, 2003. Cash
  provided by operating,  investing and  financing  activities  during the first
  quarter  of this  year  increased  by $1.4  million,  $158  thousand  and $1.9
  million,  respectively,  over the  amounts at  December  31,  2003.  Investing
  activities  include an  increase in loans of $6.6  million  offset by proceeds
  from cash flows from investment securities. Customer deposits increased during
  the first  quarter of 2004,  allowing for the  reduction  in overall  borrowed
  funds

             The Company has unsecured  federal funds lines of approximately $20
  million with correspondent banks and maintains the ability to draw on its line
  of credit of  approximately  $21  million  with the  Federal  Home Loan  Bank.
  Management  believes it maintains adequate liquidity for the Company's current
  needs.


             Off-Balance Sheet Arrangements. Refer to Notes B and E in the notes
  to the  consolidated  financial  statements  included  in  this  report  for a
  discussion  of the  nature  and  extent  of the  Company's  off-balance  sheet
  arrangements.


                 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

             Based  on an  evaluation  carried  out by the  Company,  under  the
  supervision and with the participation of our principal  executive officer and
  principal  financial officer, of the effectiveness of the design and operation
  of our  disclosure  controls and  procedures (as defined in Rule 13a-15(e) and
  Rule 15d-15(e) under the Securities  Exchange Act of 1934, as amended).  As of
  the end of the period covered by this report, our principal  executive officer
  and principal  financial  officer  concluded that our disclosure  controls and
  procedures  are  effective  in timely  alerting  them to material  information

<PAGE>

  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 2.      Restriction on Dividends

             The Company is a legal entity  separate and distinct from the Bank,
  and  substantially  all of the Company's  revenues result from amounts paid by
  the Bank, as dividends,  to the Company.  The payment of dividends by the Bank
  is, of course,  dependent upon its earnings and financial condition. The Bank,
  however,  as a national  bank,  is also  subject to legal  limitations  on the
  amount of its earnings that it may pay as dividends.  Retained earnings of the
  Bank  available  for  payment  of cash  dividends  under  applicable  dividend
  regulations  exceeded  $3.2 million as of March 31, 2004.  The Bank intends to
  retain most of these funds for capital and not pay them out as dividends.


  Item 6.    Exhibits and Reports on Form 8-K

(a)      Exhibits



                                  EXHIBIT INDEX

  Exhibit                           Description of Exhibit

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

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

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

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

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

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

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



<PAGE>

*    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  February  10,  2004,  the Company  filed a current  report on Form 8-K,
reporting 2003 earnings.




<PAGE>




                                   SIGNATURES



Inaccordance 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, 2004                   /s/ W. Page Ogden
                                      ___________________________
                                      W. Page Ogden
                                      Chairman and Chief Executive Officer



Date:  May 14, 2004                   /s/ Bazile R. Lanneau, Jr.
                                      ___________________________
                                      Bazile R. Lanneau, Jr.
                                      Vice President and Chief Financial Officer









<PAGE>


                                  EXHIBIT 31.1

             SECTION 302 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER



<PAGE>




                                                                    EXHIBIT 31.1



                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER


         I, W. Page Ogden, certify that:



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

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

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

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

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

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

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

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

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

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





Date: May 14, 2004                               /s/ W. Page Ogden
                                                 ______________________________
                                                 W. Page Ogden
                                                 Chief Executive Officer





<PAGE>


                                  EXHIBIT 31.2

             SECTION 302 - CERTIFICATION OF CHIEF FINANCIAL OFFICER




<PAGE>





                                                                    EXHIBIT 31.2



                    CERTIFICATION OF CHIEF FINANCIAL OFFICER


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



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

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

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

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

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

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

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

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

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

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






Date: May 14, 2004                               /s/ Bazile R. Lanneau, Jr
                                                 _______________________________
                                                 Bazile R. Lanneau, Jr.
                                                 Chief Financial Officer


<PAGE>



                                  EXHIBIT 32.1

             SECTION 906 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER
<PAGE>







                                                                    EXHIBIT 32.1





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


         In connection with the Quarterly  Report on Form 10-QSB for the quarter
ended March 31, 2004, of Britton & Koontz Capital  Corporation  (the "Company"),
as filed  with the  Securities  Exchange  Commission  on the  date  hereof  (the
"Quarterly  Report"),  I, W. Page Ogden, Chief Executive Officer of the Company,
certify,  pursuant to 18 U.S.C.  ss. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:


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

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






Date: May 14, 2004                          /s/ W. Page Ogden
                                            _________________________
                                            W. Page Ogden
                                            Chief Executive Officer




<PAGE>


                                  EXHIBIT 32.2

             SECTION 906 - CERTIFICATION OF CHIEF FINANCIAL OFFICER



<PAGE>


                                                                    EXHIBIT 32.2




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


         In connection with the Quarterly  Report on Form 10-QSB for the quarter
ended March 31, 2004, 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:


(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, 2004                          /s/ Bazile R. Lanneau, Jr.
                                            ____________________________
                                            Bazile R. Lanneau, Jr.
                                            Chief Financial Officer