Item 8.01. Other Events.

On May 18, 2012, the Board of Directors of Britton & Koontz Capital Corporation (the "Company"), the parent company of Britton & Koontz Bank, N.A., at the request of the Federal Reserve Bank of Atlanta, adopted a resolution requiring the Board to obtain the approval of the Federal Reserve Bank at least 30 days prior to taking any of the following actions:
· incurring any additional debt (including debt associated with trust preferred securities), or amending the terms of any existing debt;

· declaring or paying dividends to the Company's shareholders;

· redeeming any of the Company's stock; and

· making any distribution of principal or interest on the Company's outstanding trust preferred securities.

The resolution will remain in effect until the Federal Reserve Bank authorizes the Board to rescind the resolution.

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