BRITTON & KOONTZ CAPITAL CORP
8-K, 1997-05-27
STATE COMMERCIAL BANKS
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                        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:  May 27, 1997





                      BRITTON & KOONTZ CAPITAL CORPORATION
               (Exact name of issuer as specified in its charter)





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





                  500 Main Street, Natchez, Mississippi  39120
                    (Address of principal executive offices)





                            Telephone:  (601)445-5576

<PAGE>





                      BRITTON & KOONTZ CAPITAL CORPORATION
                                 AND SUBSIDIARY


                                      INDEX    




Item 5.  Other Events.

            The contents of Exhibit 20 to this Form 8-K are hereby 
            incorporated herein by this reference.


Item 7.  Financial Statements and Exhibits.      

      (c)   Exhibits.

            20    Other Documents or Statements to Security Holders.

<PAGE>


                                    SIGNATURE


      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




May 27, 1997                   /s/ W. Page Ogden                   
                               _____________________________
                               W. Page Ogden
                               President and Chief Executive 
                               Officer

<PAGE>


                                 Exhibits Index



Exhibit
Number          Item                     



20              Other Documents or Statements to Security Holders


                Press Release Dated May 21, 1997







Britton & Koontz Capital Corporation

500 Main Street
P O Box 1407
Natchez, MS   39121

601-445-5576
601-445-2488 Fax
http://www.bkbank.com
[email protected]


      FOR IMMEDIATE RELEASE:          FOR MORE INFORMATION:
      May 21, 1997                    W. Page Ogden, President & CEO
      for ticker BKBK                 Bazile R. Lanneau, Jr., Vice President


BRITTON & KOONTZ DECLARES SEMI-ANNUAL DIVIDEND

      Natchez, Mississippi (May 21, 1997) - Britton & Koontz Capital Corporation
(Nasdaq/Symbol BKBK) declared a semi-annual dividend of $.27 per share payable 
June 16 to shareholders of record as of May 30, 1997.  Adjusting for a recent 
4:1 stock split, the Company paid total dividends in 1996 of $.50 per share 
($.20 per share in June and $.30 per share in December) on outstanding shares 
of 1,764,288.  The dividend announced today has been significantly increased 
over the June, 1996 dividend to allow for more even and consistent semi-annual 
dividend payments.  The Company's prior dividend policy resulted in erroneous 
annualized dividend reporting by several information services.  It is currently 
anticipated that the December, 1997 dividend will be consistent with the new 
dividend payment policy.


      Britton & Koontz Capital Corporation, headquartered in Natchez, 
Mississippi, is the parent company of Britton & Koontz First National Bank 
which operates three full service offices in Natchez.  The Company reported 
assets of $155.6 million and equity of $17.1 million at March 30, 1997.  
Current shares outstanding are 1,764,288.



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