EXHIBIT 23(b)
[MAY & COMPANY LETTERHEAD]
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Britton & Koontz Capital Corporation and Subsidiary on Form S-4 of our report
dated January 14, 2000 which appeared in the 1999 Britton & Koontz Capital
Corporation and Subsidiary Annual Report and to the delivery of this report with
the joint Proxy Statement-Prospectus.
We also consent to the reference to us under the heading "Experts" in the Proxy
Statement-Prospectus.
Vicksburg, Mississippi
September 18, 2000
/s/ May and Company
