As filed with the Securities and Exchange Commission on December 1, 2000
                              Registration No. 333-
===============================================================================


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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


                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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


                      BRITTON & KOONTZ CAPITAL CORPORATION

             (Exact name of registrant as specified in its charter)




        Mississippi                                          64-0665423
      (State or other                                      (I.R.S. Employer
jurisdiction of incorporation                           Identification Number)
      or organization)




                                 500 Main Street
                           Natchez, Mississippi 39120

                                 (601) 445-5576
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

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


                     BRITTON & KOONTZ CAPITAL CORPORATION'S
                                ASSUMPTION OF THE
             LOUISIANA BANCSHARES, INC. INCENTIVE STOCK OPTION PLAN
                            (Full title of the Plan)

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



                W. Page Ogden                               Copy to:
    President and Chief Executive Officer              Virginia Boulet, ESQ.
    Britton & Koontz Capital Corporation               Phelps Dunbar, L.L.P.
               500 Main Street                     365 Canal Street, 20th Floor
         Natchez, Mississippi 39120                New Orleans, Louisiana 70130
               (601) 445-5576                             (504) 584-9286

     (Name, address, including zip code,
 and telephone number, including area code,
           of agent for service)


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

<TABLE>
<CAPTION>




                                                   CALCULATION OF REGISTRATION FEE
<S>                                          <C>                   <C>                    <C>                    <C>
===================================================================================================================================
                                                                     Proposed maximum       Proposed maximum
             Title of securities                Amount to be          offering price       aggregate offering         Amount of
              to be registered                  registered(1)          per share(2)            price(2)           registration fee
-------------------------------------------  --------------------  ---------------------  ---------------------- ------------------
Common Stock, $2.50 par value                   47,124 shares       $      13.50(2)        $     636,174          $    168.00
===========================================  ====================  =====================  ====================== ==================

</TABLE>


(1)      Upon the  occurrence  of any future  stock  split,  stock  dividend  or
         similar transaction involving common stock of the Registrant during the
         effectiveness of this Registration Statement,  the number of securities
         registered  shall be  automatically  increased to cover the  additional
         securities in accordance  with Rule 416(a) under the  Securities Act of
         1933.

(2)      Calculated  pursuant to Rule 457(c) of the  Securities  Act of 1933, as
         amended,  as  permitted by Rule  457(h)(1) of such Act,  based upon the
         average of the bid and asked  price for the  Company's  share of common
         stock as of November 10, 2000.


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

*Item 1.          Plan Information.

*Item 2.          Registrant Information and Employee Plan Annual Information.

* The information  required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration  Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of
Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The following  documents filed by Britton & Koontz Capital  Corporation
with the Securities and Exchange Commission  ("S.E.C.") are incorporated in this
Registration Statement by reference:

         (1) Britton & Koontz's Registration Statement on Form S-4 and Amendment
No. 1 thereto (S.E.C.  File  No. 333-47982), filed with the S.E.C. on October 16
and October 27, 2000, respectively.

         (2) Britton  & Koontz's Reports on Form 10QSB (S.E.C. File No. 0-22606)
for the quarters ended March 31, 2000, June 30, 2000  and  September  30,  2000,
filed  with  the  S.E.C. on May 15, 2000, August 14, 2000 and November 14, 2000,
respectively.

         (3) Britton  &  Koontz's  Annual  Report on Form 10KSB (S.E.C. File No.
0-22606) for the year ended December 31,  1999,  filed  with the S.E.C. on March
31, 2000.

         (4) The description of Britton & Koontz's common stock, $2.50 par value
per share,  set forth in Britton & Koontz's  Registration  Statement on Form 8-A
filed with the S.E.C.  on October  13,  1993  pursuant  to Section  12(g) of the
Securities Exchange Act of 1934, as amended ("Exchange Act").

All documents subsequently filed by Britton & Koontz pursuant to Sections 13(a),
13(c),  14 or 15(d) of the  Exchange Act prior to the filing by Britton & Koontz
of a post-effective amendment,  which indicates that all securities offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
a part hereof from the date of filing such documents. Any

                                                        -1-


<PAGE>



statement  contained in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this Registration  Statement to the extent that a statement  contained herein or
any  other  subsequently  filed  document  that  also  is  or  is  deemed  to be
incorporated by reference herein modifies or supersedes such statement. Any such
statements so modified or superseded shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.           Description of Securities.

         The shares of Britton & Koontz's  common  stock  registered  hereby are
included in a class of  securities  registered  under Section 12 of the Exchange
Act.

Item 5.           Interest of Named Experts and Counsel.

         Not applicable.


Item 6.           Indemnification of Directors and Officers.

         The  Mississippi  Business  Corporation  Act contains  provisions  that
directly affect the liability of officers and directors to the  corporations and
stockholders  whom they  serve.  Article 8,  Subarticle  E of the MBCA  (Section
79-4-8.50 et seq.) contains  provisions that permit Mississippi  corporations to
indemnify  officers and directors,  as well as certain other individuals who act
on  behalf  of  such  corporations.  Article  8,  Subarticles  C and D  (Section
79-4-8.30  et seq.  and  79-4-8.40  et seq.) set forth the  standards of conduct
required for directors and officers, respectively, of a Mississippi corporation.

         Section  79-4-8.30 of the MBCA provides that directors of a Mississippi
corporation  are  required  to  discharge  the duties of their  position in good
faith,  with the care that an ordinarily  prudent  person would  exercise  under
similar  circumstances in like positions and in a manner reasonably  believed to
be in the best interests of the corporation.  This section specifically provides
that in  considering  the best interests of the  corporation,  the director must
consider the interests of the corporation's stockholders.  A director is allowed
to rely in good faith on information provided to him or her by the corporation's
officers,  legal  counsel,  accountants,  other experts and board  committees on
which he or she is not a member. Section 79-4-8.42 imposes the same standards of
conduct on officers of  Mississippi  corporations,  except  there is no specific
provision  regarding the interests of the stockholders.  Officers are allowed to
rely in good faith on  information  provided  to them by other  officers,  legal
counsel,  accountants and other experts. If directors and officers perform their
duties in  compliance  with  these  sections,  they  will not be liable  for any
action, or failure to take action, taken in the performance of their duties.

                                                        -2-


<PAGE>



         Section  79-4-8.33  imposes  personal  liability  of  directors  to the
corporation and its stockholders for  distributions  made in excess of standards
established   by   Mississippi   law  or  in  the   corporation's   articles  of
incorporation.  The MBCA also provides that a director cannot be indemnified, as
allowed by the provisions of the MBCA discussed below, in  circumstances  where,
in his performance as a director,  he has received a financial  benefit to which
he is not entitled,  he  intentionally  inflicts harm on the  corporation or its
stockholders   or  he   intentionally   violates  any  criminal   law.   Section
79-4-2.02(b)(4) permits the corporation to include indemnification provisions in
its articles of incorporation for acts other than those outlined above.

         Article Eighth of Britton & Koontz's articles of incorporation complies
with the permitted indemnification provision of Section 79-4-2.02(b)(4). Article
Eighth provides that the personal liability of a director of Britton & Koontz is
eliminated,  except liability for (a) the amount of a financial benefit received
by a director to which he is not entitled, (b) an intentional infliction of harm
on the  Corporation or the  stockholders,  (c) a violation of Section  79-4-8.33
(liability  for  unlawful  distributions),  Mississippi  Code  Ann.  (1972),  as
amended, or (d) an intentional violation of criminal law.

         Section 79-4-8.53 of the MBCA specifically  provides that a corporation
may advance  all  expenses  for  defense of a director  in any  lawsuit  brought
against a director  in his  capacity as a director.  Such  advances  may be made
under the MBCA only after a  determination  that the  director  met all relevant
standards of conduct.  Article VI,  Section  6.05 of Britton & Koontz's  by-laws
provides that expenses (including attorneys' fees) incurred in defending a claim
may be paid by the Corporation in advance of the final  disposition of the claim
upon  receipt  of an  undertaking  by or on  behalf  of the  director,  officer,
employee  or agent to repay such  advanced  amount if and to the extent it shall
ultimately be determined  that such person is not entitled to be  indemnified by
the Corporation.

         Section  79-4-8.51 of the MBCA  permits a  Mississippi  corporation  to
indemnify  any officer to the same extent as a  director.  Article VI,  Sections
6.01 and 6.04 of Britton & Koontz's  by-laws  provide  that any person who is or
was a  party  or is  threatened  to be  made a  party  to any  action,  suit  or
proceeding  by  reason  of the  fact  that  he or she was a  director,  officer,
employee  or agent of the  corporation,  or was  serving  at the  request of the
corporation in one of those capacities for another business,  may be indemnified
to the  fullest  extent  allowed law against  all  expense,  liability  and loss
(including  attorneys'  fees,  judgments,  fines and amounts paid in settlement)
reasonably incurred by such persons.

         Further,  indemnification  of officers and directors against reasonable
expenses is  mandatory  under  Section  79-4-8.52  of the MBCA to the extent the
officer or director is  successful  on the merits or otherwise in the defense of
any  action  or suit  against  him  giving  rise to a claim of  indemnification.
Article VI, Section 6.03 of Britton & Koontz's by-laws specifically provides for
such indemnification.

                                                        -3-


<PAGE>



         Section  79-4-8.57  permits a Mississippi  corporation  to purchase and
maintain  insurance on behalf of its officers and directors,  against  liability
asserted  against  or  incurred  by them in  their  capacities  as  officers  or
directors, whether or not the corporation would have the power to indemnify such
officers  or  directors  or advance  funds for the same  liability.  Article VI,
Section 6.07 of Britton & Koontz's  by-laws  permits  Britton & Koontz to obtain
such insurance.

         The  MBCA  treats  suits  by or in the  right  of the  corporation,  or
derivative suits,  differently from other legal actions.  Indemnification is not
permitted in a derivative  action,  except for reasonable  expenses  incurred in
connection  with the  proceeding if the officer or director has met the relevant
standards of conduct.

Item 7.           Exemption from Registration Claimed.

         Not applicable.


Item 8.           Exhibits.


Exhibit  Description
No.

 4       Britton & Koontz  Capital  Corporation's  Assumption  of the  Louisiana
         Bancshares,  Inc. Incentive Stock Option Plan, including as attachments
         thereto: (a) resolutions adopted by the Board of Directors of Britton &
         Koontz  on  November 21,  2000, (b) a  form  of  grant  letter, (c) the
         prospectus  delivered  to plan  participants, and (d) Sections 1.04 and
         1.05  of  the  Agreement  and  Plan  of Merger by and between Britton &
         Koontz Capital  Corporation and Louisiana Bancshares, Inc. dated August
         25, 2000.

 5.1     Opinion of Phelps  Dunbar,  L.L.P. as  to the legality of the shares of
         Britton & Koontz common stock being registered hereby.

23.1     Consent of May & Company.

23.2     Consent of Phelps Dunbar, L.L.P. (included in Exhibit 5.1).

24.1     Power  of  Attorney  (included  on  signature page of this Registration
         Statement).


Item 9.           Undertakings.

         The undersigned registrant hereby undertakes:

         (1) To file,  during  any  period in which  offers of shares  are being
made, a post- effective amendment to this Registration Statement:

                                                        -4-


<PAGE>



                  (i)  To include any prospectus required by Section 10(a)(3) of
         the Securities Act;

                 (ii)  To reflect in the  prospectus any facts or events arising
         after the effective  date of this  Registration  Statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in this  Registration  Statement.  Notwithstanding  the foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the  S.E.C.  pursuant  to Rule  424(b) if, in the  aggregate,  the
         changes  in volume and price  represent  no more than 20% change in the
         maximum  aggregate  offering  price  set forth in the  "Calculation  of
         Registration Fee" table in the effective Registration Statement.

                (iii)  To  include any material  information with respect to the
         plan of  distribution  not  previously  disclosed in this  Registration
         Statement  or  any  material   change  to  such   information  in  this
         Registration Statement;

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4)  If  the  registration  is a  foreign  private  issuer,  to  file a
post-effective  amendment to the registration statement to include any financial
statements  required by Rule 3-19 of Regulation  S-X at the start of any delayed
offering or throughout a continuous offering.

         (5) The undersigned  registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference  in  this  Registration   Statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (6) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given,  the latest annual report to security  holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act;

                                                        -5-


<PAGE>



and, where interim financial  information  required to be presented by Article 3
of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered  to each person to whom the  prospectus  is sent or given,  the latest
quarterly  report  that  is  specifically   incorporated  by  reference  in  the
prospectus to provide such interim financial information.

         (7)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant   has  been  advised   that  in  the  opinion  of  the  S.E.C.   such
indemnification  is  against  public  policy  as  expressed  in such Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the registrant  will submit to a court of appropriate  jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed  in such Act and will be  governed by the final  adjudication  of such
issue.

                                                        -6-


<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Natchez, State of Mississippi,  on this 21st day
of November, 2000.

                                           BRITTON & KOONTZ CAPITAL CORPORATION



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



                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  immediately  below constitutes and appoints W. Page Ogden, his true and
lawful attorney-in-fact and agent, with full power of substitution,  for him and
in his name,  place and stead,  in any and all  capacities,  to sign any and all
amendments (including post-effective  amendments) to this Registration Statement
on Form S-8, and to file the same with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all  that  said  attorney-in-fact  and  agent or his  substitute  or
substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

                                           BRITTON & KOONTZ CAPITAL CORPORATION



                                        By:/s/ W. Page Ogden
                                           ------------------------------------
                                           W. Page Ogden,
                                           President and Chief Executive Officer


                                                        S-1

<PAGE>
<TABLE>
<CAPTION>

<S>                                        <C>                                         <C>


         Signature                                   Title                                       Date

/s/ W. J. Feltus III                        Chairman of the Board                       November 29, 2000
------------------------------------
W. J. Feltus III


/s/ W. Page Ogden                           President and Chief Executive               November 21, 2000
------------------------------------        Officer/Director
W. Page Ogden


/s/ Bazile R. Lanneau                       Chief Financial and Accounting              November 21, 2000
------------------------------------        Officer/Director
Bazile R. Lanneau, Jr.


/s/ W. W. Allen, Jr.                        Director                                    November 21, 2000
------------------------------------
W. W. Allen, Jr.


/s/ Craig A. Bradford                       Director                                    November 21, 2000
------------------------------------
Craig A. Bradford


/s/ James J. Cole                           Director                                    November 21, 2000
------------------------------------
James J. Cole


/s/ A. J. Ferguson                          Director                                    November 21, 2000
------------------------------------
A. J. Ferguson


/s/ C. H. Kaiser, Jr.                       Director                                    November 21, 2000
------------------------------------
C. H. Kaiser, Jr.


/s/ Albert W. Metcalfe                      Director                                    November 21, 2000
-----------------------------------
Albert W. Metcalfe


/s/ Bethany L. Overton                      Director                                    November 21, 2000
------------------------------------
Bethany L. Overton


/s/ Robert R. Punches                       Director                                    November 21, 2000
------------------------------------
Robert R. Punches

                                                        S-2


</TABLE>
<PAGE>



                                  EXHIBIT INDEX

Exhibit

 4       Britton & Koontz  Capital  Corporation's  Assumption  of the  Louisiana
         Bancshares,  Inc. Incentive Stock Option Plan, including as attachments
         thereto: (a) resolutions adopted by the Board of Directors of Britton &
         Koontz  on  November 21,  2000, (b) a  form  of  grant  letter, (c) the
         prospectus  delivered  to plan  participants, and (d) Sections 1.04 and
         1.05  of  the  Agreement  and  Plan  of Merger by and between Britton &
         Koontz Capital  Corporation and Louisiana Bancshares, Inc. dated August
         25, 2000.

 5.1     Opinion of Phelps  Dunbar,  L.L.P. as  to the legality of the shares of
         Britton & Koontz common stock being registered hereby.

23.1     Consent of May & Company.

23.2     Consent of Phelps Dunbar, L.L.P. (included in Exhibit 5.1).

24.1     Power  of  Attorney  (included  on  signature page of this Registration
         Statement).
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "S-8 FILED BY BRITTON & KOONTZ CAPITAL CORP", "secsgml_size_bytes": 25593}]
{"company-data": {"conformed-name": "BRITTON & KOONTZ CAPITAL CORP", "cik": "0000707604", "assigned-sic": "6021", "irs-number": "640665423", "state-of-incorporation": "MS", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51148", "film-number": "782528"}, "business-address": {"street1": "500 MAIN ST", "street2": "P O BOX 1407", "city": "NATCHEZ", "state": "MS", "zip": "39120", "phone": "6014455576"}, "mail-address": {"street1": "500 MAIN STREET", "street2": "500 MAIN STREET", "city": "NATCHEZ", "state": "MS", "zip": "39120"}}
As filed with the Securities and Exchange Commission on December 1, 2000
                              Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                      BRITTON & KOONTZ CAPITAL CORPORATION

             (Exact name of registrant as specified in its charter)

        Mississippi                                          64-0665423
      (State or other                                      (I.R.S. Employer
jurisdiction of incorporation                           Identification Number)
      or organization)

                                 500 Main Street
                           Natchez, Mississippi 39120

                                 (601) 445-5576
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

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

                     BRITTON & KOONTZ CAPITAL CORPORATION'S
                                ASSUMPTION OF THE
             LOUISIANA BANCSHARES, INC. INCENTIVE STOCK OPTION PLAN
                            (Full title of the Plan)

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

                W. Page Ogden                               Copy to:
    President and Chief Executive Officer              Virginia Boulet, ESQ.
    Britton & Koontz Capital Corporation               Phelps Dunbar, L.L.P.
               500 Main Street                     365 Canal Street, 20th Floor
         Natchez, Mississippi 39120                New Orleans, Louisiana 70130
               (601) 445-5576                             (504) 584-9286

     (Name, address, including zip code,
 and telephone number, including area code,
           of agent for service)

                      ------------------------------------
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                                     Proposed maximum       Proposed maximum
             Title of securities                Amount to be          offering price       aggregate offering         Amount of
              to be registered                  registered(1)          per share(2)            price(2)           registration fee
-------------------------------------------  --------------------  ---------------------  ---------------------- ------------------
Common Stock, $2.50 par value                   47,124 shares       $      13.50(2)        $     636,174          $    168.00
===========================================  ====================  =====================  ====================== ==================
(1)      Upon the  occurrence  of any future  stock  split,  stock  dividend  or
         similar transaction involving common stock of the Registrant during the
         effectiveness of this Registration Statement,  the number of securities
         registered  shall be  automatically  increased to cover the  additional
         securities in accordance  with Rule 416(a) under the  Securities Act of
         1933.

(2)      Calculated  pursuant to Rule 457(c) of the  Securities  Act of 1933, as
         amended,  as  permitted by Rule  457(h)(1) of such Act,  based upon the
         average of the bid and asked  price for the  Company's  share of common
         stock as of November 10, 2000.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

*Item 1.          Plan Information.

*Item 2.          Registrant Information and Employee Plan Annual Information.

* The information  required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration  Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of
Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The following  documents filed by Britton & Koontz Capital  Corporation
with the Securities and Exchange Commission  ("S.E.C.") are incorporated in this
Registration Statement by reference:

         (1) Britton & Koontz's Registration Statement on Form S-4 and Amendment
No. 1 thereto (S.E.C.  File  No. 333-47982), filed with the S.E.C. on October 16
and October 27, 2000, respectively.

         (2) Britton  & Koontz's Reports on Form 10QSB (S.E.C. File No. 0-22606)
for the quarters ended March 31, 2000, June 30, 2000  and  September  30,  2000,
filed  with  the  S.E.C. on May 15, 2000, August 14, 2000 and November 14, 2000,
respectively.

         (3) Britton  &  Koontz's  Annual  Report on Form 10KSB (S.E.C. File No.
0-22606) for the year ended December 31,  1999,  filed  with the S.E.C. on March
31, 2000.

         (4) The description of Britton & Koontz's common stock, $2.50 par value
per share,  set forth in Britton & Koontz's  Registration  Statement on Form 8-A
filed with the S.E.C.  on October  13,  1993  pursuant  to Section  12(g) of the
Securities Exchange Act of 1934, as amended ("Exchange Act").

All documents subsequently filed by Britton & Koontz pursuant to Sections 13(a),
13(c),  14 or 15(d) of the  Exchange Act prior to the filing by Britton & Koontz
of a post-effective amendment,  which indicates that all securities offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
a part hereof from the date of filing such documents. Any

                                                        -1-
statement  contained in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this Registration  Statement to the extent that a statement  contained herein or
any  other  subsequently  filed  document  that  also  is  or  is  deemed  to be
incorporated by reference herein modifies or supersedes such statement. Any such
statements so modified or superseded shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.           Description of Securities.

         The shares of Britton & Koontz's  common  stock  registered  hereby are
included in a class of  securities  registered  under Section 12 of the Exchange
Act.

Item 5.           Interest of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

         The  Mississippi  Business  Corporation  Act contains  provisions  that
directly affect the liability of officers and directors to the  corporations and
stockholders  whom they  serve.  Article 8,  Subarticle  E of the MBCA  (Section
79-4-8.50 et seq.) contains  provisions that permit Mississippi  corporations to
indemnify  officers and directors,  as well as certain other individuals who act
on  behalf  of  such  corporations.  Article  8,  Subarticles  C and D  (Section
79-4-8.30  et seq.  and  79-4-8.40  et seq.) set forth the  standards of conduct
required for directors and officers, respectively, of a Mississippi corporation.

         Section  79-4-8.30 of the MBCA provides that directors of a Mississippi
corporation  are  required  to  discharge  the duties of their  position in good
faith,  with the care that an ordinarily  prudent  person would  exercise  under
similar  circumstances in like positions and in a manner reasonably  believed to
be in the best interests of the corporation.  This section specifically provides
that in  considering  the best interests of the  corporation,  the director must
consider the interests of the corporation's stockholders.  A director is allowed
to rely in good faith on information provided to him or her by the corporation's
officers,  legal  counsel,  accountants,  other experts and board  committees on
which he or she is not a member. Section 79-4-8.42 imposes the same standards of
conduct on officers of  Mississippi  corporations,  except  there is no specific
provision  regarding the interests of the stockholders.  Officers are allowed to
rely in good faith on  information  provided  to them by other  officers,  legal
counsel,  accountants and other experts. If directors and officers perform their
duties in  compliance  with  these  sections,  they  will not be liable  for any
action, or failure to take action, taken in the performance of their duties.

                                                        -2-
Section  79-4-8.33  imposes  personal  liability  of  directors  to the
corporation and its stockholders for  distributions  made in excess of standards
established   by   Mississippi   law  or  in  the   corporation's   articles  of
incorporation.  The MBCA also provides that a director cannot be indemnified, as
allowed by the provisions of the MBCA discussed below, in  circumstances  where,
in his performance as a director,  he has received a financial  benefit to which
he is not entitled,  he  intentionally  inflicts harm on the  corporation or its
stockholders   or  he   intentionally   violates  any  criminal   law.   Section
79-4-2.02(b)(4) permits the corporation to include indemnification provisions in
its articles of incorporation for acts other than those outlined above.

         Article Eighth of Britton & Koontz's articles of incorporation complies
with the permitted indemnification provision of Section 79-4-2.02(b)(4). Article
Eighth provides that the personal liability of a director of Britton & Koontz is
eliminated,  except liability for (a) the amount of a financial benefit received
by a director to which he is not entitled, (b) an intentional infliction of harm
on the  Corporation or the  stockholders,  (c) a violation of Section  79-4-8.33
(liability  for  unlawful  distributions),  Mississippi  Code  Ann.  (1972),  as
amended, or (d) an intentional violation of criminal law.

         Section 79-4-8.53 of the MBCA specifically  provides that a corporation
may advance  all  expenses  for  defense of a director  in any  lawsuit  brought
against a director  in his  capacity as a director.  Such  advances  may be made
under the MBCA only after a  determination  that the  director  met all relevant
standards of conduct.  Article VI,  Section  6.05 of Britton & Koontz's  by-laws
provides that expenses (including attorneys' fees) incurred in defending a claim
may be paid by the Corporation in advance of the final  disposition of the claim
upon  receipt  of an  undertaking  by or on  behalf  of the  director,  officer,
employee  or agent to repay such  advanced  amount if and to the extent it shall
ultimately be determined  that such person is not entitled to be  indemnified by
the Corporation.

         Section  79-4-8.51 of the MBCA  permits a  Mississippi  corporation  to
indemnify  any officer to the same extent as a  director.  Article VI,  Sections
6.01 and 6.04 of Britton & Koontz's  by-laws  provide  that any person who is or
was a  party  or is  threatened  to be  made a  party  to any  action,  suit  or
proceeding  by  reason  of the  fact  that  he or she was a  director,  officer,
employee  or agent of the  corporation,  or was  serving  at the  request of the
corporation in one of those capacities for another business,  may be indemnified
to the  fullest  extent  allowed law against  all  expense,  liability  and loss
(including  attorneys'  fees,  judgments,  fines and amounts paid in settlement)
reasonably incurred by such persons.

         Further,  indemnification  of officers and directors against reasonable
expenses is  mandatory  under  Section  79-4-8.52  of the MBCA to the extent the
officer or director is  successful  on the merits or otherwise in the defense of
any  action  or suit  against  him  giving  rise to a claim of  indemnification.
Article VI, Section 6.03 of Britton & Koontz's by-laws specifically provides for
such indemnification.

                                                        -3-
Section  79-4-8.57  permits a Mississippi  corporation  to purchase and
maintain  insurance on behalf of its officers and directors,  against  liability
asserted  against  or  incurred  by them in  their  capacities  as  officers  or
directors, whether or not the corporation would have the power to indemnify such
officers  or  directors  or advance  funds for the same  liability.  Article VI,
Section 6.07 of Britton & Koontz's  by-laws  permits  Britton & Koontz to obtain
such insurance.

         The  MBCA  treats  suits  by or in the  right  of the  corporation,  or
derivative suits,  differently from other legal actions.  Indemnification is not
permitted in a derivative  action,  except for reasonable  expenses  incurred in
connection  with the  proceeding if the officer or director has met the relevant
standards of conduct.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.

Exhibit  Description
No.

 4       Britton & Koontz  Capital  Corporation's  Assumption  of the  Louisiana
         Bancshares,  Inc. Incentive Stock Option Plan, including as attachments
         thereto: (a) resolutions adopted by the Board of Directors of Britton &
         Koontz  on  November 21,  2000, (b) a  form  of  grant  letter, (c) the
         prospectus  delivered  to plan  participants, and (d) Sections 1.04 and
         1.05  of  the  Agreement  and  Plan  of Merger by and between Britton &
         Koontz Capital  Corporation and Louisiana Bancshares, Inc. dated August
         25, 2000.

 5.1     Opinion of Phelps  Dunbar,  L.L.P. as  to the legality of the shares of
         Britton & Koontz common stock being registered hereby.

23.1     Consent of May & Company.

23.2     Consent of Phelps Dunbar, L.L.P. (included in Exhibit 5.1).

24.1     Power  of  Attorney  (included  on  signature page of this Registration
         Statement).

Item 9.           Undertakings.

         The undersigned registrant hereby undertakes:

         (1) To file,  during  any  period in which  offers of shares  are being
made, a post- effective amendment to this Registration Statement:

                                                        -4-
(i)  To include any prospectus required by Section 10(a)(3) of
         the Securities Act;

                 (ii)  To reflect in the  prospectus any facts or events arising
         after the effective  date of this  Registration  Statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in this  Registration  Statement.  Notwithstanding  the foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the  S.E.C.  pursuant  to Rule  424(b) if, in the  aggregate,  the
         changes  in volume and price  represent  no more than 20% change in the
         maximum  aggregate  offering  price  set forth in the  "Calculation  of
         Registration Fee" table in the effective Registration Statement.

                (iii)  To  include any material  information with respect to the
         plan of  distribution  not  previously  disclosed in this  Registration
         Statement  or  any  material   change  to  such   information  in  this
         Registration Statement;

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4)  If  the  registration  is a  foreign  private  issuer,  to  file a
post-effective  amendment to the registration statement to include any financial
statements  required by Rule 3-19 of Regulation  S-X at the start of any delayed
offering or throughout a continuous offering.

         (5) The undersigned  registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference  in  this  Registration   Statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (6) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given,  the latest annual report to security  holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act;

                                                        -5-
and, where interim financial  information  required to be presented by Article 3
of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered  to each person to whom the  prospectus  is sent or given,  the latest
quarterly  report  that  is  specifically   incorporated  by  reference  in  the
prospectus to provide such interim financial information.

         (7)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant   has  been  advised   that  in  the  opinion  of  the  S.E.C.   such
indemnification  is  against  public  policy  as  expressed  in such Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the registrant  will submit to a court of appropriate  jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed  in such Act and will be  governed by the final  adjudication  of such
issue.

                                                        -6-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Natchez, State of Mississippi,  on this 21st day
of November, 2000.

                                           BRITTON & KOONTZ CAPITAL CORPORATION

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

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  immediately  below constitutes and appoints W. Page Ogden, his true and
lawful attorney-in-fact and agent, with full power of substitution,  for him and
in his name,  place and stead,  in any and all  capacities,  to sign any and all
amendments (including post-effective  amendments) to this Registration Statement
on Form S-8, and to file the same with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all  that  said  attorney-in-fact  and  agent or his  substitute  or
substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

                                           BRITTON & KOONTZ CAPITAL CORPORATION

                                        By:/s/ W. Page Ogden
                                           ------------------------------------
                                           W. Page Ogden,
                                           President and Chief Executive Officer

                                                        S-1
Signature                                   Title                                       Date

/s/ W. J. Feltus III                        Chairman of the Board                       November 29, 2000
------------------------------------
W. J. Feltus III

/s/ W. Page Ogden                           President and Chief Executive               November 21, 2000
------------------------------------        Officer/Director
W. Page Ogden

/s/ Bazile R. Lanneau                       Chief Financial and Accounting              November 21, 2000
------------------------------------        Officer/Director
Bazile R. Lanneau, Jr.

/s/ W. W. Allen, Jr.                        Director                                    November 21, 2000
------------------------------------
W. W. Allen, Jr.

/s/ Craig A. Bradford                       Director                                    November 21, 2000
------------------------------------
Craig A. Bradford

/s/ James J. Cole                           Director                                    November 21, 2000
------------------------------------
James J. Cole

/s/ A. J. Ferguson                          Director                                    November 21, 2000
------------------------------------
A. J. Ferguson

/s/ C. H. Kaiser, Jr.                       Director                                    November 21, 2000
------------------------------------
C. H. Kaiser, Jr.

/s/ Albert W. Metcalfe                      Director                                    November 21, 2000
-----------------------------------
Albert W. Metcalfe

/s/ Bethany L. Overton                      Director                                    November 21, 2000
------------------------------------
Bethany L. Overton

/s/ Robert R. Punches                       Director                                    November 21, 2000
------------------------------------
Robert R. Punches

                                                        S-2
EXHIBIT INDEX

Exhibit

 4       Britton & Koontz  Capital  Corporation's  Assumption  of the  Louisiana
         Bancshares,  Inc. Incentive Stock Option Plan, including as attachments
         thereto: (a) resolutions adopted by the Board of Directors of Britton &
         Koontz  on  November 21,  2000, (b) a  form  of  grant  letter, (c) the
         prospectus  delivered  to plan  participants, and (d) Sections 1.04 and
         1.05  of  the  Agreement  and  Plan  of Merger by and between Britton &
         Koontz Capital  Corporation and Louisiana Bancshares, Inc. dated August
         25, 2000.

 5.1     Opinion of Phelps  Dunbar,  L.L.P. as  to the legality of the shares of
         Britton & Koontz common stock being registered hereby.

23.1     Consent of May & Company.

23.2     Consent of Phelps Dunbar, L.L.P. (included in Exhibit 5.1).

24.1     Power  of  Attorney  (included  on  signature page of this Registration
         Statement).