U. S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

                                   (Mark One)

   [X] Quarterly Report Under Section 13 Or 15(d) Of The Securities Exchange
            Act Of 1934 For The Quarterly Period Ended March 31, 2000

    [ ] Transition Report Pursuant To Section 13 Or 15(d) Of The Securities
                              Exchange Act Of 1934


                         Commission File Number 0-22606


                      BRITTON & KOONTZ CAPITAL CORPORATION

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


                   500 Main Street, Natchez, Mississippi 39120

                             Telephone: 601-445-5576



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

1,759,064 Shares of Common Stock,  Par Value $2.50,  were issued and outstanding
as of April 1, 2000.

Transitional Small Business Disclosure Format: Yes , No X








<PAGE>



                      BRITTON & KOONTZ CAPITAL CORPORATION
                                 AND SUBSIDIARY

PART I.  FINANCIAL INFORMATION

  Item 1. Financial Statements

            Consolidated Balance Sheets for March 31, 2000 and December 31, 1999

            Consolidated Statements of Income for the Three Months Ended
             March 31, 2000 and March 31, 1999

            Consolidated Statements of Stockholders' Equity for the Three Months
             Ended March 31, 2000 and March 31, 1999

            Consolidated Statements of Cash Flows for the Three Months Ended
             March 31, 2000 and March 31, 1999

            Notes to the Consolidated Financial Statements.

Item 2.  Management's Discussion and Analysis of Finanicial Condition


PART II. OTHER INFORMATION

  Item 1. Legal Proceedings
  Item 2. Changes in Securities
  Item 3. Defaults Upon Senior Securities
  Item 4. Submission of Matters to a Vote of Security Holders
  Item 5. Other Information
  Item 6. Exhibits and Reports on Form 8-K
  Signatures




<PAGE>



                          BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY

                                      CONSOLIDATED BALANCE SHEETS

                                 MARCH 31, 2000 AND DECEMBER 31, 1999


<TABLE>

                                                                           March 31,          December 31,
                                                                             2000                 1999
ASSETS:

<S>                                                                      <C>                 <C>
Cash and due from banks:
   Non-interest bearing                                                  $   5,781,569       $    5,450,435
   Interest bearing                                                            355,352              136,258
                                                                         -------------       --------------
   Total cash and due from banks                                             6,136,921            5,586,693

Federal funds sold                                                           2,000,000              875,000
Investment securities:
   Held-to-maturity (market value of $49,738,268 and
   $45,536,865, respectively)                                               50,804,354           46,553,344
   Available for sale, at fair value                                         4,207,244            4,263,618
   Equity securities                                                         2,149,864            1,948,876
Loans, less unearned income of $75,628 in 2000 and
   $90,185 in 1999; and allowance for loan losses of
   $910,043 in 2000 and $835,576 in 1999                                   143,498,024          139,140,966
Bank premises and equipment, net of accumulated
   depreciation                                                              6,180,453            6,215,852
Goodwill                                                                     1,499,682            1,526,586
Other real estate owned                                                         67,538              102,719
Accrued interest receivable                                                  1,674,515            1,680,622
Cash surrender value life insurance                                            781,034              759,130
Other assets                                                                   241,494              200,446
                                                                         -------------       --------------
   TOTAL ASSETS                                                          $ 219,241,123       $  208,853,852
                                                                         =============       ==============

LIABILITIES:

Deposits:
   Non-interest bearing                                                  $  25,817,974       $   25,548,966
   Interest bearing                                                        156,778,159          140,745,125
                                                                         -------------       --------------
   Total deposits                                                          182,596,133          166,294,091

Securities sold under repurchase agreements                                    600,000            1,482,445
Federal Home Loan Bank advances                                             12,150,000           17,850,000
Accrued Interest Payable                                                     1,081,605              891,735
Negative Goodwill, net of accumulated amortization
   of $2,320,851 in 2000 and $2,276,241 in 1999                                739,571              784,181
Advances from borrowers for taxes & insurance                                  219,907              433,907
Accrued taxes and other liabilities                                          1,257,269              965,752
                                                                         -------------       --------------
   Total liabilities                                                       198,644,485          188,702,111
                                                                         -------------       --------------

STOCKHOLDERS' EQUITY:

Common stock, $2.50 par value per share; 12,000,000 shares
   authorized; 1,759,064 and 1,767,064 shares issued and
   outstanding in 2000 and 1999                                              4,417,660            4,417,660
Additional paid-in-capital                                                   3,414,927            3,414,927
Retained earnings                                                           13,161,615           12,559,261
Accumulated other comprehensive income                                        (254,314)            (240,107)
                                                                         -------------       --------------
                                                                            20,739,888           20,151,741
Cost of 8,000 shares of common stock held by the company                      (143,250)                   0
                                                                         -------------       --------------
   Total stockholders' equity                                               20,596,638           20,151,741
                                                                         -------------       --------------
   Total Liabilities and Stockholders' Equity                            $ 219,241,123       $  208,853,852
                                                                         =============       ==============



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


<PAGE>



                       BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY

                                CONSOLIDATED STATEMENTS OF INCOME

                                                                      Three Months Ended
                                                                         March 31,

                                                                   2000             1999
                                                               ----------       -----------
INTEREST INCOME:

<S>                                                           <C>               <C>
   Interest and fees on loans                                  $3,122,566        $2,597,261
   Interest on investment securities:
       Taxable interest income                                    871,714           684,263
       Exempt from federal taxes                                   74,825            22,316
   Interest on federal funds sold                                   5,174            29,024
                                                               ----------       -----------
           Total Interest Income                                4,074,279         3,332,864
                                                               ----------       -----------
INTEREST EXPENSE:

   Interest on deposits                                         1,586,965         1,336,272
   Interest on federal funds purchased                            247,374            20,030
   Interest on securities sold under
       repurchase agreements                                       18,469            26,380
                                                               ----------        ----------
           Total Interest Expense                               1,852,808         1,382,682
                                                               ----------        ----------
NET INTEREST INCOME                                             2,221,471         1,950,182

PROVISION FOR LOAN LOSSES                                          70,000            45,000
                                                               ----------        ----------
NET INTEREST INCOME AFTER

  PROVISION FOR LOAN LOSSES                                     2,151,471         1,905,182
                                                               ----------       -----------
OTHER INCOME:

   Service charge on deposit accounts                             270,155           243,178
   Income from fiduciary activities                                25,300            20,019
   Insurance premiums and commissions                               5,183             4,792
   Gain/(loss) on sale of ORE                                      38,819                 0
   Gain/(loss) on sale of mortgage loans                            7,670             3,522
   Amortization of negative goodwill                               44,610            53,760
   Equity in investee losses                                      (19,113)          (47,627)
   Other                                                          139,511           152,127
                                                                ----------        ----------
           Total Other Income                                     512,135           429,771
                                                                ----------        ----------
OTHER EXPENSE:

   Salaries                                                        877,709           726,550
   Employee benefits                                               128,076            88,921
   Net occupancy expense                                           126,136            90,594
   Equipment expense                                               188,515           146,362
   FDIC assessment                                                   7,970            10,000
   Stationery & supplies                                            38,791            61,261
   Other real estate expense                                         2,867             3,365
   Amortization of Goodwill                                         26,904            18,336
   Other                                                           348,577           312,711
                                                               -----------        ----------
           Total Other Expenses                                  1,745,545         1,458,100
                                                               -----------        ----------
INCOME BEFORE INCOME TAXES                                         918,061           876,853

INCOME TAX EXPENSE                                                 315,707           309,220
                                                               -----------        ----------

NET INCOME                                                      $  602,354        $  567,633
                                                               ===========        ==========
EARNINGS PER SHARE DATA:

   Basic earnings per share                                    $       .34        $      .32
                                                              ============       ===========

   Diluted earnings per share                                  $       .34        $      .32
                                                              ============       ===========

                   The accompanying notes are an integral part of these financial statements



<PAGE>



                                             BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY

                                                STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                                             FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999




                                                                            Accumulated
                                               Additional                      Other
                             Common Stock       Paid-In       Retained     Comprehensive   Treasury
                          Shares     Amount     Capital       Earnings        Income         Stock        Total
                        ---------   ---------  ----------    -----------   -------------  ----------   ------------
<S>                     <C>        <C>         <C>           <C>           <C>            <C>          <C>
Balance
December 31, 1998       1,767,064  $4,417,660  $3,414,927    $11,399,263     $ 17,333             0     $19,249,183

Comprehensive Income:
 Net income                                                      567,633                                    567,633
 Other comprehensive
  income (net of tax):
 Net change in
  unrealized Gain/

 (loss) on securities
 Available for sale,
 net Taxes for $31,797                                                       ( 70,795)                      (70,795)

Balance                 ---------  ----------  ----------    ------------  -------------  ----------   ------------
March 31, 1999          1,767,064  $4,417,660  $3,414,927    $11,966,896     ( 53,462)            0     $19,746,021
                        =========  ==========  ==========    ============  =============  ==========   ============

Balance
December 31, 1999       1,767,064  $4,417,660  $3,414,927    $12,559,261    ($240,107)            0     $19,746,021

Comprehensive Income:
 Net income                                                      602,354                                    602,354
 Other comprehensive
   income (net of tax):
   Net change in
   unrealized Gain
   (loss) on
   securities available
   for sale, net of
   taxes of $5,299                                                           ( 14,207)                     ( 14,207)

Treasury Stock
 Purchased                 (8,000)                                                         (143,250)       (143,250)

Balance                 ---------  ----------  ----------    -----------   ------------   ----------   ------------
March 31, 2000          1,759,064  $4,417,660  $3,414,927    $13,018,365    ($254,314)    ($143,250)    $20,596,638
                        =========  ==========  ==========    ===========   ============   ==========   ============








                                  The accompanying notes are an integral part of these financial statements



<PAGE>



                       BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY

                              CONSOLIDATED STATEMENT OF CASH FLOWS

                       FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999




                                                                2000              1999
                                                            -----------       -----------
<S>                                                         <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES:

  Net Income                                                $   602,354       $   567,633

Adjustments to reconcile net income to net cash
  provided by (used in) operating activities:
  Deferred taxes                                               (217,122)          (63,947)
  Provision for loan losses                                      70,000            45,000
  Provision for depreciation                                    150,824           122,250
  Federal home loan bank stock dividends received               (17,000)          (12,800)
  (Gain) loss on sale of other real estate                      (38,819)                0
  (Gain) loss on sale of loans                                   (7,670)           (3,522)
  Amortization of investment security premiums, net              (6,583)           37,968
  Amortization of valuation adjustment on acquired loans          6,080             9,080
  Amortization of valuation adjustment on acquired deposits           0                 0
  Amortization of negative goodwill                             (44,610)          (53,760)
  Amortization of premium                                        26,904            18,336
  Equity in investee gain (loss)                                 19,112            47,627
  Writedown of other real estate                                      0             8,785
  Increase) decrease in accrued interest receivable               6,107           (30,595)
  (Increase) decrease in cash surrender value                   (21,904)          (15,581)
  (Increase) decrease in other assets                           (41,048)          208,251
  Increase (decrease) in interest payable                       189,870           (17,642)
  Increase (decrease) in accrued taxes & other liabilities      531,819           300,400
                                                            -----------       -----------
     Net cash provided (used) by operating activities         1,208,314         1,167,483
                                                            -----------       -----------

CASH FLOW FROM INVESTING ACTIVITIES:

  Proceeds from sale of Federal Home Loan Bank stock             13,600            13,700
  Purchases of investment securities                                  0                 0
  Proceeds from maturities and paydowns
    of investment securities                                  1,713,753         6,466,900
  Purchases of investment securities                         (5.916,013)       (7,937,920)
  Purchases of FHLB securities                                 (216,700)                0
  (Increase) decrease in federal funds sold                  (1,125,000)       (1,540,000)
  Net (increase)/decrease in loans                           (4,425,468)       (1,545,537)
  Purchases of premises and equipment                          (115,425)         (347,797)
  Proceeds from sales of other real estate                       74,000                 0
  Acquisition of branches                                             0         7,820,475

  Net cash provided (used) by investing activities          -----------       -----------
                                                             (9,997,253)        2,929,821
                                                            -----------       -----------
  CASH FLOWS FROM FINANCING ACTIVITIES:

  Net increase (decrease) in customer deposits                6,278,863         1,961,034
  Net increase (decrease) in brokered deposits               10,000,000                 0
  Net increase (decrease) in securities sold                   (882,445)         (250,000)
    under repurchase
  Net increase (decrease) in Fed Funds Purchased                      0          (350,000)
  Net increase (decrease) in Fed Home Loan Bank advances     (5,700,000)       (5,000,000)
  Net increase (decrease) in advances from borrowers
    for taxes and insurance                                    (214,001)         (192,506)
  Acquisition of Treasury Stock                                (143,250)                0
                                                            -----------       -----------
  Net cash provided (used) by financing activities            9,339,167        (3,831,472)
                                                            -----------       -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                550,228           265,832

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD              5,586,693         4,810,627

CASH AND CASH EQUIVALENTS AT END OF PERIOD                  $ 6,136,921       $ 5,076,459
                                                            ===========       ===========







<PAGE>



                        BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY

                               CONSOLIDATED STATEMENT OF CASH FLOWS

                        FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999



                                                            2000                1999
                                                          --------            ---------

<S>                                                      <C>               <C>
Schedule of Non-Cash Investing and
  Financing Activities:

   Interest Paid                                          1,662,938           1,318,494



ACQUISITION OF BRANCHES:

  Loans, net                                                      0           1,826,881
  Other Real Estate                                               0             200,000
  Accrued interest receivable                                     0              11,295
  Premises and equipment                                          0             785,220
  Goodwill                                                        0           1,100,100
  Deposits                                                        0         (11,662,141)
  Accrued interest payable                                        0             (81,830)
                                                          ---------         -----------
Cash and due from bank received
        From acquired branch                                      0          (7,820,475)
                                                          =========         ===========





             The accompanying notes are an integral part of these financial statements



</TABLE>

<PAGE>



               BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      MARCH 31, 2000 AND DECEMBER 31, 1999

Note 1. Presentation.  The accompanying consolidated balance sheet for Britton &
Koontz  Capital  Corporation  (the  "Company") as of December 31, 1999, 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, 2000,
and March 31, 1999, 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 1999
amounts have been reclassified to conform with the 2000 presentation.

Note 2. Nonperforming Assets.  Nonperforming assets at March 31, 2000 and

December 31, 1999, were as follows:
                                                    03/31/00         12/31/99
                                                  -----------------------------
                                                      (dollars in thousands)
Nonaccrual loans by type
     Real estate                                  $    374          $    373
     Installment                                        12                12
     Commercial and all other loans                      1                26
                                                  --------          --------
         Total nonaccrual loans                        387               411
Loan past due 90 days or more                          154               306
                                                  --------          --------
         Total nonperforming loans                     541               717
Other real estate owned (net)                           68               103
                                                  --------          --------
         Total nonperforming assets               $    609          $    820
                                                  ========          ========
Nonperforming loans as a
percent of loans, net of
unearned interest and loans
held for sale                                          .37%              .51%

Allowance for Loan Losses.  The following table reflects the transactions in the
allowance  for loan losses for the three month  periods ended March 31, 2000 and
1999:

                                                   03/31/00         03/31/99
                                                 -----------------------------
                                                    (dollars in thousands)

Balance at beginning of year                     $    836          $    747

Provision charged to operations                        70                45
Charge offs                                           (33)              (26)
Recoveries                                             37                 4
                                                 --------          --------
Net recoveries (charge offs)                            4               (22)
                                                 --------          --------
Balance at end of period                         $    910          $    770
                                                 ========          ========
Allowance for loan losses as a
percent of loans, net of unearned
interest and loans held for sale                      .63%              .63%





<PAGE>



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

         This  discussion is intended to supplement the  consolidated  financial
statements, expand on material changes in financial condition since year end and
to compare the  operating  results for the three months ended March 31, 2000, to
the same period in 1999.

         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,"  "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  legislature  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.

         Financial Condition

         Total  Assets.  Total assets  increased to $219.2  million at March 31,
2000,  compared  to $182.1  million at March 31,  1999.  Loans,  net of unearned
interest and  allowance for loan losses,  and  investment  securities  increased
18.0% to $143.5 million and 26.6% to $57.2 million,  respectively,  at March 31,
2000, compared to the same period a year ago.

         Asset Quality.  Nonperforming  loans at March 31, 2000,  decreased $176
thousand primarily due to decreases in loans classified as delinquent 90 or more
days.  The breakdown of  nonperforming  loans at March 31, 2000, and December 31
1999, respectively, were nonaccrual loans of $387 thousand and $411 thousand and
loans  past  due  ninety  days  or  more of $154  thousand  and  $306  thousand.
Nonperforming  loans as a percentage of loans,  net of unearned income decreased
to .37% at March 31, 2000, compared to .51% at December 31, 1999.

         Allowance  for Possible  Loan Losses.  The  allowance for possible loan
losses was  increased  to $910  thousand  at March 31,  2000,  compared  to $770
thousand at March 31, 1999.  The ratio of the allowance for possible loan losses
to loans,  net of unearned  income and loans held for sale,  remained  stable at
 .63% at March 31, 2000. Management regularly reviews the level of


<PAGE>



the allowance for possible loan losses and is of the opinion that it is adequate
at March 31, 2000.  The Company  experienced  net recoveries for the first three
months of 2000 of $4 thousand compared to net chargeoffs of $22 thousand for the
same period in 1999.

         Other Real Estate.  Other real estate decreased to $68 thousand from
$103 thousand at December 31, 1999.

         Securities.  Management determines the classification of its securities
at acquisition.  Securities that are deemed to be held to maturity are accounted
for by the amortized  cost method.  These  securities  increased $4.2 million to
$50.8  million at March 31, 2000,  as compared to $46.6  million at December 31,
1999.  The Company from time to time will purchase  securities  and hold them as
available for sale. These  securities,  which are marked to market,  amounted to
$4.2 million at March 31, 2000. Equity  securities at March 31, 2000,  comprised
of Federal Reserve Bank stock of $239 thousand,  Federal Home Loan Bank stock of
$1.2  million  and a $733  thousand  investment  in Sumx  Inc.,  increased  $201
thousand due primarily to the purchase of  additional  stock in the Federal Home
Loan Bank.

         Liquidity.  Principal  sources of  liquidity  for the Company are asset
cash  flows,  customer  deposits  and the ability to borrow  against  investment
securities  and loans.  The Company's cash and cash  equivalents  increased $550
thousand to $6.1 million at March 31, 2000, compared to $5.6 million at December
31, 1999. Cash provided by operating and financing  activities increased by $1.2
million and $9.3 million,  respectively,  while investing  activities used $10.0
million.

         Deposits.  Deposits  increased  to $182.6  million  at March 31,  2000,
compared to $166.3 million at December 31, 1999,  from $10.0 million in Brokered
CD's and $6.3 million from local customer deposits.

         Capital.  Stockholders'  equity increased to $20.6 million at March 31,
2000,  compared to $20.2  million at the end of 1999.  The increase is offset by
8000 shares,  $143  thousand of common  stock held by the Company.  The ratio of
Stockholders' equity to assets decreased to 9.39% at March 31, 2000, compared to
9.65% at the end of 1999, due to growth in total assets.  The Company maintained
a Tier 1 capital to risk weighted  assets ratio at March 31, 2000, of 14.41%,  a
total  capital to risk weighted  assets ratio of 15.09% and a leverage  ratio of
9.12%.  These  levels  substantially  exceed  the  minimum  requirements  of the
regulatory agencies of 4.00%, 8.00% and 3.00% respectively.

         Results of Operations

         First Quarter of 2000 Compared to the First Quarter of 1999

         Analysis  of Net  Income.  The  Company  recorded  net  income  of $602
thousand or $.34 per share for the quarter  ended  March 31,  2000,  compared to
$568  thousand  or $.32 per share for the same  period in 1999.  The  returns on
average  assets and average  equity for the first quarter of 2000 were 1.12% and
11.83%, respectively, while the returns were 1.24% and 11.58%, respectively, for
the same period in 1999.

         Analysis of Net Interest  Income.  Net interest  income  increased $271
thousand or 13.9% to $2.2 million for the period ended March 31, 2000, due to an
18.3% growth in average  earning  assets.  $206 thousand of the increase was the
result of volume increases with the remainder coming from slight increases


<PAGE>



in rates.  Interest  income  increased  $741 thousand or 22.2%  primarily on the
strength  of an 17.1%  increase  in  average  loan  volumes  along  with a 25.5%
increase in the Banks investment portfolio from leverage strategies.

         Provision for Loan Losses. The Company increased the provision for loan
loss  expense  to $70  thousand  in the first  quarter of 2000  compared  to $45
thousand  for the  first  quarter  of 1999,  in an  effort to keep pace with the
growing loan portfolio.

         Non-Interest  Income.  Non-interest  income for the quarter ended March
31, 2000,  increased $82 thousand to $512 thousand compared to $430 thousand for
the same period during 1999.  Income from bank  operations  continues to reflect
strong core income  growth which  occurred in most major  categories,  including
fees charged on deposit accounts, trust activities, and ATM fees.

         Non-Interest  Expense.  Non-interest expense increased $288 thousand to
$1.7 million for the period ended March 31, 2000. Salaries and employee benefits
accounted for approximately two-thirds of the increase.  Equipment and occupancy
expense  increased  $78  thousand  primarily  due to  the  addition  of two  new
branches.

         Pretax Income. The combination of all the above factors produced a 4.7%
increase in pretax  income to $918  thousand  compared to $877  thousand for the
same period in the previous year.

         Income Taxes.  Income taxes  increased to $316 thousand for the quarter
ended March 31, 2000, from $309 thousand for same period last year.




PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings

          None

Item 2.   Changes in Securities

          None

Item 3.   Defaults Upon Senior Securities

          None

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

          None

Item 5.   Other Information

          None

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits


<PAGE>





                                  EXHIBIT INDEX


Exhibit /  Description of Exhibit

 3.1

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

3.2

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

4.1

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

4.2

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

10.01

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

10.02

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




10.03

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


<PAGE>



10.04

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


10.05

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

10.06

Independent  Contractor  Agreement  dated  January  22, 1996  between  InterBank
Systems,  Inc. and Summit Research,  Inc.,  incorporated by reference to Exhibit
10.6 to  Registrant's  Annual Report on Form 10-KSB filed with the Commission on
March 29, 1996 and Form 10-KSB/A,  Amendment Number 1, filed with the Commission
on June 14, 1996.

10.07

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

10.09

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

10.10

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


10.11

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





<PAGE>



10.12

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

11

Statement re: Computation of Per Share Earnings


27

Financial Data Schedule



          (b) Reports on Form 8-K

The Company filed a report on Form 8-K, dated February 23, 2000,  announcing the
opening of a Loan Production Office in Baton Rouge, Louisiana.

The Company  filed a report on Form 8-K,  dated  February  23,  2000,  reporting
earnings for the quarter and year ended December 31, 1999.

The Company filed a report on Form 8-K, dated February 23, 2000,  announcing the
buyback of up to 85,000 shares of its common stock.


<PAGE>



                                   SIGNATURES

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






                                   BRITTON & KOONTZ CAPITAL CORPORATION

          May 15, 2000             /s/ W. Page Ogden
                                   ------------------------------------------
                                   President and Chief Executive Officer




          May 15, 2000             /s/ Bazile R. Lanneau, Jr.
                                   ------------------------------------------
                                   Vice President and Chief Financial Officer