UNITED STATES
                             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):
                                January 25, 2006

             (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

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

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

[ ] 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
ExchangeAct (17 CFR 240.13e-4(c))

Item 2.02   Results of Operations and Financial Condition.

         On  January  25,  2006,  Britton  &  Koontz  Capital  Corporation  (the
"Company")  issued a press release reporting the earnings of the Company for the
three and twelve  months ended  December 31, 2005. A copy of this press  release
and accompanying financial highlights are furnished as Exhibit 99.1 to this Form

Item 9.01   Financial Statements and Exhibits.

            (d) Exhibits.

                99.1      Press  Release and  accompanying financial  highlights
                          issued by Britton  &  Koontz Capital Corporation dated
                          January 25, 2006.


         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

January 25, 2006                            /s/ W.P. Ogden
                                            W. Page Ogden
                                            Chairman and Chief Executive Officer

                                 Exhibits Index

Number         Item

  99.1          Press  Release  and accompanying financial highlights issued  by
                Britton & Koontz Capital Corporation dated January 25, 2006.

                                  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

---------------------               ---------------------
January 25, 2006                    W. Page Ogden, President & CEO
(NASDAQ - BKBK)                     William M. Salters, CFO


         Natchez,  Mississippi  - The  Board of  Directors  of  Britton & Koontz
Capital  Corporation  (Nasdaq:  BKBK,  "B&K  Capital"  or "the  Company")  today
reported  fiscal  year 2005 net  income of $3.2  million,  or $1.52 per  diluted
share, and fourth quarter 2005 net income of $660 thousand,  or $.31 per diluted
share.  Fourth quarter 2005 earnings  dipped $160 thousand below the same period
in 2004 due primarily to expenses  related to the Company's offer of a voluntary
separation package to employees with certain years of service.  The reduction in
force resulted in an additional $425 thousand added to personnel  expense in the
fourth  quarter of 2005.  Excluding  this  additional  cost,  net income for the
fourth  quarter would have been  approximately  $926  thousand,  resulting in an
increase  over 2004's  fourth  quarter net income of nearly 13%.  Net income for
2005 increased 13.5% over fiscal year 2004 net income of $2.8 million,  or $1.34
per diluted share.

         Net interest income before provision for loan losses for the year ended
December 31, 2005, increased $246 thousand to $13.6 million compared to the year
ended December 31, 2004, while net interest margin decreased from 3.76% to 3.66%
over the same period.  Net interest income before  provision for loan losses for
the quarter  ended  December 31, 2005,  increased  $136 thousand to $3.4 million
compared to $3.3 million in the fourth quarter of 2004.  The  improvement in net
interest income was primarily the result of net increases in earning assets over
costing liabilities,  offsetting the effects of higher interest rates throughout
the year. Strong growth in non-interest bearing demand deposits also contributed
to the increase,  reducing the Company's  dependence on interest bearing sources
of funding. The growth in demand deposits and other core deposits reflected,  in
part, the effects of Hurricanes Katrina and Rita. The Company's three markets in
Baton Rouge, Louisiana,  Natchez and Vicksburg,  Mississippi largely escaped the
physical  damage of the storms,  but all three were  centers of  evacuation  and
relocation.  Management will continue to focus in 2006 on core deposit growth in
all  markets  to  lessen  the  negative  effects  of  margin  compression  faced
throughout 2005 brought on by rising short-term  interest rates and a flattening
yield curve.

         Non-interest  income for the quarter and year ended  December 31, 2005,
was $573 thousand and $2.4 million, respectively,  compared to $673 thousand and
$2.7 million for the same  comparative  periods in 2004.  The  decreases in 2005
reflect a decline in fourth quarter 2005 revenues from investment  sales, a loss
associated  with the  disposition of fixed assets and a gain reported in 2004 on
the sale of a Company branch office.

         No material  change in credit  quality has been detected as a result of
the storms or other  factors.  At December 31, 2005,  overall credit quality has
remained  stable.  Net  charge-offs  for the year  declined for the 3rd straight
year.  Net  charge-offs as a percent of average loans were .07% in 2005 compared
to .10% in 2004.  Non-performing assets as a percent of average assets increased
slightly  to .70% in 2005  compared  to .59% in 2004  primarily  because  of one
relationship.  In the opinion of  management,  the overall size of the credit is
immaterial and specific  reserves have been set aside for the unsecured  portion
of the credit as well as any unforeseen shortfalls.

         Since year end 2004,  total assets  increased 3%, or $11.7 million,  to
$389 million reflecting the Company's  redirection of investment cash flows into
higher yielding loans. From December 31, 2004, to December 31, 2005,  investment
securities  decreased 11%, or $15.5 million,  to $121.8 million while loans held
for  investment,  net of  unearned  interest  and  allowance  for  loan  losses,
increased 12%, or $25.5  million,  to $243 million.  Demand  deposits were $51.5
million as of December 31, 2005,  compared to $47.8  million as of September 30,
2005, and $39.9 million as of December 31, 2004.  The Company  expects to retain
the new deposits and continue to experience  solid loan growth as rebuilding and
relocation continue after the storms.

         Based on its budget and planning process,  the Company expects earnings
per share  (EPS) to be in the range of $1.80 and $1.90 for 2006.  The EPS ranges
provided  are  based  on  management's   current   information,   estimates  and
assumptions.  The Company's  budget assumes a continued  flattening of the yield
curve,  projected  loan  growth of 12% and deposit  growth of 5%. The  Company's
estimates also encompass savings to be realized from recent reductions in force.
At the beginning of 2004, full time equivalent personnel numbered 149 while full
time  equivalent  personnel  numbered 109 at December 31, 2005. For the past two
years the  Company has focused on reducing  staffing  primarily  in  operational
areas and simultaneously  emphasizing  strategic hiring of front-line personnel.
The lower levels of full time  equivalents and savings  realized are expected to
continue into 2006 with no additional staff reductions  anticipated.  Related to
this  realignment  process  has  been a  significant  upgrade  in the  Company's
platform  systems  and  the  decision  to  outsource  the  Company's  core  data
processing in April, 2006.

         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 December 31, 2005, the Company  reported assets of
$389.0  million and equity of $31.3  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 December 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  that  constitute
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform Act.  Statements  that are not  historical or current  facts,
including  statements  about  beliefs  and  expectations,   are  forward-looking
statements.  These statements  often include the words "may," "could,"  "would,"
"should," "believes," "expects," "anticipates," "estimates," "intends," "plans,"
"projects" or similar expressions. 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;  significant  fluctuations  in interest  rates;
inflation;  significant  underperformance in our portfolio of outstanding loans;
and legislation or regulatory  changes which adversely affect the ability of the
Company to conduct  business  combinations  or new  operations.  Forward-looking
statements  speak only as of the date they are made, and the Company  undertakes
no 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 For the Twelve Months Ended December 31, Ended December 31, -------------------------------------- ------------------------------------- 2005 2004 2005 2004 ------------------ ----------------- ----------------- ------------------ Interest income $ 5,775 $ 5,000 $ 22,000 $ 19,774 Interest expense (2,337) (1,698) (8,445) (6,465) ------------------ ----------------- ------------------ ----------------- Net interest income 3,438 3,302 13,555 13,309 Provision for loan losses (60) (30) (300) (390) ------------------ ----------------- ------------------ ----------------- Net interest income after provision for loan losses 3,378 3,272 13,255 12,919 Non-interest income 573 673 2,415 2,678 Non-interest expense (3,122) (2,869) (11,627) (11,973) ------------------ ----------------- ------------------ ----------------- Income before income taxes 829 1,076 4,043 3,624 Income taxes (169) (256) (815) (780) ------------------ ----------------- ------------------ ----------------- Net income $ 660 $ 820 $ 3,228 $ 2,844 ================== ================= ================== ================= Return on Average Assets 0.67% 0.88% 0.83% 0.76% Return on Average Equity 8.47% 10.44% 10.30% 9.22% Diluted: Net income per share $ 0.31 $ 0.39 $ 1.52 $ 1.34 ================== ================= ================== ================= Weighted average shares outstanding 2,123,036 2,120,426 2,120,951 2,118,181 ================== ================= ================== =================
December 31, December 31, 2005 2004 ------------------ ----------------- Total assets $ 389,017 $ 377,351 Cash and due from banks 9,825 6,577 Federal funds sold 401 109 Investment securities 121,783 137,303 Loans, net of unearned interest 245,083 220,999 Deposits-interest bearing 205,911 186,419 Deposits-non interest bearing 51,466 39,868 Total Deposits 257,377 226,288 Short Term debt 44,343 56,538 L/T debt, inc junior subordinated debentures 53,041 60,078 Stockholders' equity 31,260 31,152 Book value (per share) $ 14.77 $ 14.72 Total shares outstanding 2,116,316 2,116,316

The following information was filed by Britton Koontz Capital Corp (BKBK) on Wednesday, January 25, 2006 as an 8K 2.02 statement, which is an earnings press release pertaining to results of operations and financial condition. It may be helpful to assess the quality of management by comparing the information in the press release to the information in the accompanying 10-K Annual Report statement of earnings and operation as management may choose to highlight particular information in the press release.

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