Exhibit 23.1


                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this  registration  statement on
Form S-8 of our report dated January 14, 2000, on our audits of the consolidated
financial  statements of Britton & Koontz Capital  Corporation and Subsidiary as
of December 31, 1999 and 1998 and for each of the years then ended, which report
is included  in the  Company's  Annual  Report on Form 10-KSB for the year ended
December 31, 1999.

Vicksburg, Mississippi
December 1, 2000


/s/ May and Company