UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~OF ofTHE ~~report~~SECURITIES ~~(Date~~EXCHANGE ofACT ~~earliest~~OF ~~event reported):~~1934

~~June 29, 2012~~0-22606

(Commission File Number)

July 31, 2012

Date of Report (Date of Earliest Event Reported):

BRITTON & KOONTZ CAPITAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Mississippi	~~0-22606~~	64-0665423
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

500 Main Street, Natchez, Mississippi 39120

(Address of Principal Executive Offices) (Zip Code)

(601) 445-5576

Registrant’s ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code~~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:

o¨ Written ~~communications~~communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement ~~communications~~communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

Item 32.~~01.~~02 ~~Notice~~Results of ~~Delisting~~Operations orand ~~Failure~~Financial ~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Condition.

On ~~June~~July 2931, 2012, ~~the Board of Directors of~~ Britton & Koontz Capital Corporation (the “Company”) ~~authorized~~issued ~~the~~a ~~Company~~press torelease ~~notify~~reporting the ~~NASDAQ~~earnings ~~Stock Market~~ of ~~its intention to voluntarily delist its common stock from~~ the ~~Nasdaq Capital Market. The press release also announced the~~ Company’s ~~decision~~for ~~to pursue~~ the ~~deregistration~~three ofand ~~its~~six ~~common~~month ~~stock~~periods ~~under~~ended ~~Section~~June ~~12(g)~~30, of2012. A ~~the~~copy ~~Securities Exchange Act~~ of ~~1934,~~this aspress ~~amended~~release ~~(the “Exchange Act”),~~ and ~~suspension~~accompanying offinancial ~~its~~highlights ~~reporting~~are ~~obligations~~furnished ~~under Section 15(d) of the Exchange Act, each~~ as ~~amended~~Exhibit by99.1 ~~the~~to ~~Jumpstart~~this ~~Our~~Form ~~Business Startups Act of 2012~~8-K.

~~The~~Item ~~Company’s press release is attached as Exhibit 99~~9.101 toFinancial ~~this~~Statements ~~report~~ and ~~is incorporated herein by reference~~Exhibits.

~~Exhibit~~(d) ~~9.01.~~ Exhibits.

~~(d)~~99.1 ~~Exhibits~~Press Release and accompanying financial highlights issued by Britton & Koontz Capital Corporation dated July 31, 2012.

Exhibit No.		Description
99.1		Press Release issued by Britton & Koontz Capital Corporation dated June 29, 2012.

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~~	BRITTON & KOONTZ CAPITAL CORPORATION
June 29, 2012	/s/ W. Page Ogden
Date: July 31, 2012		/s/ W. Page Ogden
	~~W. Page Ogden~~	W. Page Ogden
	President and Chief Executive Officer
		Chief Executive Officer

~~EXHIBIT~~Exhibits ~~INDEX~~Index

Exhibit No.		Description
Exhibit	Description of Exhibit
99.1	Press Release and accompanying financial highlights issued by Britton & Koontz Capital Corporation dated July 31, 2012.	~~Press Release issued by Britton & Koontz Capital Corporation dated June 29, 2012.~~

Filing Compare · BRITTON & KOONTZ CAPITAL CORP