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):
                                November 16, 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)


                                 (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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

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




Item 8.01   Other Events.

         On November 16, 2005,  Britton & Koontz  Capital  Corporation  issued a
press release  announcing  the  declaration  of a quarterly cash dividend on its
common  stock of $.18 per share.  The press  release is filed as Exhibit 99.1 to
this Form 8-K.


Item 9.01   Financial Statements and Exhibits.


      (c)    Exhibits

              99.1   Press   Release   issued  by   Britton  &  Koontz   Capital
                     Corporation dated November 16, 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




November 16, 2005                           /s/ W. Page Ogden
                                            ____________________________________
                                            W. Page Ogden
                                            Chairman and Chief Executive Officer






                                 Exhibits Index


Exhibit
Number            Item

   99.1           Press Release issued by Britton &  Koontz  Capital Corporation
                  dated November 16, 2005.







                                  EXHIBIT 99.1






                                                                    EXHIBIT 99.1
Britton & Koontz Capital Corporation

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

FOR IMMEDIATE RELEASE:             FOR MORE INFORMATION:
- ---------------------              ---------------------
November 16, 2005                  W. Page Ogden, President & CEO
(NASDAQ - BKBK)                    William M. Salters, CFO


                  BRITTON & KOONTZ DECLARES QUARTERLY DIVIDEND

         Natchez,  Mississippi  - The  Board of  Directors  of  Britton & Koontz
Capital Corporation  (Nasdaq:  BKBK, "B&K Capital" or "the Company") on November
15, 2005,  declared a quarterly  dividend of $0.18 per share to  shareholders of
record as of November 30, 2005,  and payable  December 15, 2005.  This dividend,
when added with previous dividends paid in 2005, represents a 7.8% increase over
the amount paid in 2004.

         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 on properties in the
State of Mississippi.  As of September 30, 2005, the Company  reported assets of
$397.6  million and equity of $31.6  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 November 1, 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.



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