BRITTON & KOONTZ CAPITAL CORP
8-K, 1999-06-30
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: June 30, 1999





               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.

       20Other 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



                         /s/ W. Page Ogden
June 30, 1999            -------------------------------------
                         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 12, 1999




Britton & Koontz Capital Corporation


500 Main Street              601-445-5576
P O Box 1407                 601-445-2481 Fax
Natchez, MS  39121           http://www.bkbank.com
                             [email protected]


FOR IMMEDIATE RELEASE:       FOR MORE INFORMATION:
May 12, 1999                 W. Page Ogden, President & CEO
Nasdaq/Symbol BKBK           Bazile R. Lanneau, Jr., Vice President & CFO
NYSE/Symbol UPC              Jackson Garner,  President & CEO
                                              Union Planters Bank - Jackson, MS
                                              601-545-4721


         BRITTON & KOONTZ FNB TO ACQUIRE UNION PLANTERS BANK OFFICE


	Natchez, Mississippi-- Britton & Koontz Capital Corporation and Union
Planters Bank jointly announced the signing of an agreement for Britton &
Koontz to acquire the deposit and loan accounts of the Union Planters Bank
Vicksburg office located at 2150 S. Frontage Road.  The acquisition, which is
subject to regulatory approval, is anticipated to occur prior  to
July 31, 1999.

	This acquisition, which includes approximately $6.4 million in deposits
and $1.6 million in loans, represents the third Union Planters office acquired
by Britton  & Koontz.  In January 1999, the company completed the purchase of
two UP branch offices in Natchez with deposits of approximately $13 million.
The current transaction will extend the bank's franchise beyond the immediate
Natchez market to a banking market approximately 70 miles to the north.

	Customers, who will be immediately notified of the change, are
requested to conduct business as usual at the Vicksburg office.
Jarrett E. Nicholson has been appointed City President of Britton & Koontz
and will be available immediately to supervise the transition for B&K.

	Britton & Koontz Capital Corporation, headquartered in Natchez,
Mississippi, is the parent company of Britton & Koontz First National Bank
which operates four full service offices in Natchez  and is expected to have
assets exceeding $185 million after the acquisition.

	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, 1999, amounted to 1,767,064.



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