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):

February 20, 2007

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 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 February 20, 2007, the Board of Directors of Britton & Koontz Capital Corporation (the “Company”) declared a quarterly cash dividend on its common stock of $.18 per share, payable on March 15, 2007, to shareholders of record at the close of business on February 28, 2007. On February 21, 2007, the Company issued a press release announcing the declaration of the quarterly cash dividend. The press release is attached hereto as Exhibit 99.1.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

99.1   Press Release issued by Britton & Koontz Capital Corporation dated February 21, 2007.

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

February 21, 2007

/s/ W. Page Ogden

      __________________________________

W. Page Ogden

President and Chief Executive Officer

Exhibit Index

Exhibit	Description of Exhibit
99.1	Press Release issued by Britton & Koontz Capital Corporation dated February 21, 2007.