UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K



                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                Date of Report (Date of Earliest Event Reported):
                                 April 20, 2005


                      BRITTON & KOONTZ CAPITAL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


         Mississippi                    0-22606                   64-0665423
(State or Other Jurisdiction  (Commission File Number)          (IRS Employer
      of Incorporation)                                      Identification No.)


                   500 Main Street, Natchez, Mississippi 39120
               (Address of Principal Executive Offices) (Zip Code)


                                 (601) 445-5576
               Registrant's Telephone Number, Including Area Code:


Check the appropriate box below if the 8-K filing is intended to  simultaneously
satisfy  the filing  obligation  of the  registrant  under any of the  following
provisions:

     [   ] Written  communication  pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)

     [   ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act
         (17 CFR 240.14a-12)

     [    ] Pre-commencement  communication  pursuant to Rule 14d-2(b) under the
          Exchange Act (17 CFR 240.14d-2(b))

     [    ] Pre-commencement  communication  pursuant to Rule 13e-4(c) under the
          Exchange Act (17 CFR 240.13e-4(c))




Item 2.02   Results of Operations and Financial Condition.

         On April 20, 2005, Britton & Koontz Capital Corporation (the "Company")
issued a press  release  reporting  the  earnings  of the  Company for the three
months  ended March 31,  2005.  A copy of this press  release  and  accompanying
financial highlights are attached as Exhibit 99.1.


Item 9.01   Financial Statements and Exhibits.


            (c) Exhibits.

               99.1    Press Relase and accompanying financial highlights issued
                       by  Britton & Koontz Capital Corporation dated April  20,
                       2005.









                                   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




April 20, 2005                              /s/ W. Page Ogden
                                            ----------------------------------
                                            W. Page Ogden
                                            Chairman and Chief Executive Officer






                                 Exhibits Index


Exhibit
Number          Item

   99.1           Press Release and accompanying  financial highlights issued by
                  Britton & Koontz Capital Corporation dated April 20, 2005.









                                  EXHIBIT 99.1









Britton & Koontz Capital Corporation                               EXHIBIT 99.1

500 Main Street                     601-445-5576
P O Box 1407                        601-445-2481  Fax
Natchez, MS  39121                  http://www4.bkbank.com
                                    corporate@bkbank.com


FOR IMMEDIATE RELEASE:              FOR MORE INFORMATION:
- ---------------------               ---------------------
April 20, 2005                      W. Page Ogden, President & CEO
(NASDAQ - BKBK)                     William M. Salters, CFO


          BRITTON & KOONTZ CAPITAL REPORTS FIRST QUARTER 2005 EARNINGS


         Natchez,  Mississippi  - The  Board of  Directors  of  Britton & Koontz
Capital  Corporation  (Nasdaq:  BKBK,  "B&K  Capital"  or "the  Company")  today
reported net income and earnings per share for the quarter ended March 31, 2005,
of $891 thousand and $.42 per diluted  share  compared to $624 thousand and $.29
per diluted share for the period ended March 31, 2004.

         Net  interest  income  increased 2% for the first  quarter  ended 2005,
compared  to the first  quarter  of 2004,  while  net  interest  margin  dropped
slightly to 3.64% from 3.73%.  The compression in margin is due primarily to the
increase in interest  rates.  The increase in  short-term  interest  rates moved
earning  asset yields up 12 basis points to 5.65% in the first  quarter of 2005,
compared to 5.53% for the same period in 2004. However,  during the same period,
funding  costs  increased  30 basis  points to 2.38% from 2.08%.  Average  loans
increased  7% during the first  quarter of 2005  compared  to the same period in
2004. The growth in loans contributed to the increase in net interest income and
helped offset the effects of the rising rate environment.

         Non-interest income increased 6% to $606 thousand for the first quarter
of 2005 compared to $571 thousand for the first quarter of 2004. The increase is
primarily   attributable  to  higher  income  associated  with   deposit-related
accounts,  increased revenues from investment-related  activities and gains from
the sales of mortgage loans. Non-interest expense decreased 3.5% to $2.8 million
at March 31,  2005,  compared  to $2.9  million at March 31,  2004.  During this
period,  full-time  equivalents  dropped  to 125 from 148,  resulting  in a 9.4%
decrease in costs associated with employee  salaries and benefits.  The decrease
in personnel  costs were  partially  offset by higher  occupancy,  equipment and
audit expenses of approximately $44 thousand.

         Britton  &  Koontz  Capital  Corporation,   headquartered  in  Natchez,
Mississippi, is the parent company of Britton & Koontz Bank, N.A. which operates
three full service offices in Natchez, two in Vicksburg, Mississippi, and one in
Baton Rouge,  Louisiana.  The Company also owns Britton & Koontz Title Insurance
Agency,  Inc.  which was  established  to issue  title  insurance  presently  on
properties  in the State of  Mississippi.  As of March  31,  2005,  the  Company
reported  assets of $387.5  million and equity of $31.0  million.  The Company's
stock is traded  on  NASDAQ  under the  symbol  BKBK and the  transfer  agent is
American Stock Transfer & Trust Company.  Total shares  outstanding at March 31,
2005, were 2,116,316.

Forward Looking Statements

         This  news  release   contains   statements   regarding  the  projected
performance of Britton & Koontz Capital and its  subsidiaries.  These statements
constitute  forward-looking  information  within  the  meaning  of  the  Private
Securities  Litigation Reform Act. Actual results may differ materially from the
projections  provided in this release since such projections involve significant
known and  unknown  risks and  uncertainties.  Factors  that  might  cause  such
differences  include,  but are  not  limited  to:  competitive  pressures  among
financial institutions  increasing  significantly;  economic conditions,  either
nationally or locally,  in areas in which the Company conducts  operations being
less  favorable  than  expected;  and  legislation  or regulatory  changes which
adversely  affect the  ability  of the  combined  Company  to  conduct  business
combinations or new operations.  The Company  disclaims any obligation to update
such factors or to publicly  announce the results of any revisions to any of the
forward-looking   statements   included  herein  to  reflect  future  events  or
developments.


                                       ###








                     Britton and Koontz Capital Corporation
                              Financial Highlights
             (Unaudited-Amounts in thousands, except per share data)



                                                                 For the Three Months
                                                                    Ended March 31,
                                                     --------------------------------------

                                                          2005                  2004
                                                     --------------------------------------

                                                                     
Interest income                                             $ 5,154                $ 4,835
Interest expense                                             (1,835)                (1,577)
                                                     ---------------       ----------------
Net interest income                                           3,319                  3,258
Provision for loan losses                                       (90)                  (120)
                                                     ---------------       ----------------
Net interest income after
 provision for loan losses                                    3,229                  3,138
Non-interest income                                             605                    571
Non-interest expense                                         (2,842)                (2,946)
                                                     ---------------       ----------------
Income before income taxes                                      992                    763
Income taxes                                                   (101)                  (139)
                                                     ---------------       ----------------
Net income                                                    $ 891                  $ 624
                                                     ===============       ================

Diluted:
Net income per share                                         $ 0.42                 $ 0.29
                                                     ===============       ================
Weighted average shares outstanding                       2,120,750              2,119,730
                                                     ===============       ================







                                                       March 31,            December 31,            March 31,
                                                          2005                  2004                   2004
                                                     ---------------       ----------------        -------------

                                                                                          
Total assets                                              $ 387,459              $ 377,196             $377,060
Cash and due from banks                                       7,272                  6,577               11,869
Investment securities                                       137,578                137,148              134,389
Gross loans                                                 230,272                220,999              216,312
Deposits-interest bearing                                   191,544                186,419              202,360
Deposits-non interest bearing                                41,160                 36,868               38,113
Total deposits                                              232,704                223,288              240,473
Short-term borrowed funds                                    42,577                 56,538               35,672
Long-term borrowed funds                                     73,650                 54,923               60,950
Trust preferred securities                                    5,000                  5,000                5,000
Stockholders' equity                                         31,037                 31,152               31,078
Book value (per share)                                      $ 14.67                $ 14.72              $ 14.71
Total shares outstanding                                  2,116,316              2,116,316            2,113,087