EXHIBIT 3.2

           By-laws of Britton & Koontz Capital Corporation, as amended


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                                     BYLAWS

                                       OF

                      BRITTON & KOONTZ CAPITAL CORPORATION

                              NATCHEZ, MISSISSIPPI











                              Adopted                     July 21, 1982
                              Amended & Restated          November 18, 1997
                                                          January 20, 1998
                                                          December 18, 2001
                                                          February 19, 2002
                                                          December 21, 2004



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                                TABLE OF CONTENTS


Description                                                                Page

ARTICLE I.  OFFICES..........................................................5
   SECTION 1.01.  Principal Office...........................................5
   SECTION 1.02.  Registered Office..........................................5
ARTICLE II.  STOCKHOLDERS....................................................5
   SECTION 2.01.  Annual Meeting.............................................5
   SECTION 2.02.  Special Meetings...........................................5
   SECTION 2.03.  Place of Meeting...........................................5
   SECTION 2.04.  Notice of Meeting..........................................5
   SECTION 2.05.  Closing of Transfer Books or Fixing of Record Date.........6
   SECTION 2.06.  Presiding Officer and the Secretary........................6
   SECTION 2.07.  Voting Lists...............................................6
   SECTION 2.08.  Quorum.....................................................6
   SECTION 2.09.  Proxies....................................................7
   SECTION 2.10.  Voting of Shares...........................................7
   SECTION 2.11.  Voting of Shares by Certain Holders........................7
   SECTION 2.12.  Cumulative Voting..........................................8
   SECTION 2.13.  Stockholder Proposals......................................8
ARTICLE III.  BOARD OF DIRECTORS.............................................9
   SECTION 3.01.  General Powers.............................................9
   SECTION 3.02.  Qualifications.............................................9
   SECTION 3.03.  Number, Tenure and Election................................9
   SECTION 3.04.  Regular Meetings..........................................10
   SECTION 3.05.  Special Meetings..........................................10
   SECTION 3.06.  Action by Directors Without a Meeting.....................10
   SECTION 3.07.  Notice....................................................10
   SECTION 3.08.  Quorum....................................................10
   SECTION 3.09.  Organization..............................................11
   SECTION 3.10.  Manner of Acting..........................................11
   SECTION 3.11.  Compensation..............................................11
   SECTION 3.12.  Presumption of Assent.....................................11
   SECTION 3.13.  Vacancies.................................................11
   SECTION 3.14.  Emergency Provisions......................................11
   SECTION 3.15.  Meetings by Telephone Conference Calls....................12
ARTICLE IV.  OFFICERS.......................................................12
   SECTION 4.01.  Generally.................................................12
   SECTION 4.02.  Chairman of the Board of Directors........................12
   SECTION 4.03.  Vice-Chairman of the Board of Directors...................12
   SECTION 4.04.  President.................................................12


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   SECTION 4.05.  Vice Presidents...........................................12
   SECTION 4.06.  Secretary.................................................13
   SECTION 4.07.  Treasurer.................................................13
   SECTION 4.08.  Other Officers............................................13
   SECTION 4.09.  Removal...................................................13
   SECTION 4.10.  Vacancies.................................................13
   SECTION 4.11.  Salaries..................................................13
ARTICLE V.  STOCK CERTIFICATES..............................................13
   SECTION 5.01.  Certificates for Shares...................................13
   SECTION 5.02.  Transfer of Shares........................................14
ARTICLE VI. INDEMNIFICATION.................................................14
   SECTION 6.01.  General Provision.........................................14
   SECTION 6.02.  Suits by Corporation......................................14
   SECTION 6.03.  Successful Defense........................................15
   SECTION 6.04.  Authorization of Indemnification..........................15
   SECTION 6.05.  Advance Payments..........................................15
   SECTION 6.06.  Exclusivity...............................................15
   SECTION 6.07.  Insurance.................................................16
   SECTION 6.08.  Partial Enforcement.......................................16
ARTICLE VII.  CONTRACTS, LOANS, CHECKS, DEPOSITS AND INVESTMENTS............16
   SECTION 7.01.  Contracts.................................................16
   SECTION 7.02.  Loans.....................................................16
   SECTION 7.03.  Checks, Drafts, etc.......................................16
   SECTION 7.04.  Deposits..................................................16
ARTICLE VIII.  CONFIRMATION AND RATIFICATION OF CONTRACTS...................16
   SECTION 8.01.  Conflicts of Interest.....................................16
   SECTION 8.02.  Ratification by Stockholders..............................17
ARTICLE IX.  YEAR...........................................................17
ARTICLE X.  DIVIDENDS.......................................................17
ARTICLE XI.  SEAL...........................................................17
ARTICLE XII.  WAIVER OF NOTICE..............................................17
ARTICLE XIII.  BYLAWS.......................................................18
   SECTION 13.01.  Inspection...............................................18
   SECTION 13.02.  Amendments...............................................18


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                      BRITTON & KOONTZ CAPITAL CORPORATION

                              NATCHEZ, MISSISSIPPI

                           AMENDED AND RESTATED BYLAWS



                               ARTICLE I. OFFICES

SECTION 1.01.  Principal Office.  The principal office of the  Corporation shall
 be at Natchez, Adams County, Mississippi.  The Corporation  may have such other
 offices  as the  Board of  Directors  may  designate  or  the  business  of the
 Corporation may require.

SECTION 1.02.  Registered  Office.  The  registered  office of  the  Corporation
 required  by the Mississippi  Business  Corporation Act to be maintained in the
 State of  Mississippi may be, but need not be, identical with the Corporation's
 principal  office, and the address of the registered office may be changed from
 time to time by the Board of Directors as provided by law.

                            ARTICLE II. STOCKHOLDERS

SECTION 2.01.  Annual Meeting.  The annual meeting of the  stockholders  for the
 purpose of electing directors and for the transaction of such other business as
 may come before the meeting  shall be held on such date and at such time as the
 Board of Directors shall  determine.  The annual meeting of stockholders may be
 held conjointly with the annual meeting of the Board of Directors.

SECTION 2.02.  Special Meetings.  Special meetings of the stockholders,  for any
 purpose,  may be called by the  Chairman of the Board,  the  President  or by a
 majority of the Board of Directors, and shall be called by the President at the
 request of the holders of not less than one-tenth of all the outstanding shares
 of the  Corporation  entitled to vote at the meeting.  Such request shall state
 the  purposes  of the  proposed  meeting.  Business  transacted  at all special
 meetings shall be confined to the objects stated in the call.

SECTION 2.03.  Place of Meeting.  The Board of Directors may designate any place
 as the place of meeting for any meeting of the stockholders.  If no designation
 is made, the place of meeting shall be at the Corporation's principal office.

SECTION 2.04.  Notice of Meeting.  Written  notice stating the time and place of
 the  meeting  and,  in case of a special  meeting,  the  purpose  for which the
 meeting is  called,  shall be  delivered  not less than ten nor more than sixty
 days before the date of the meeting, either personally or by mail, by or at the
 direction of the President or the Secretary,  or the other persons  calling the
 meeting,  to each  stockholder of record  entitled to vote at such meeting.  If
 mailed such notice shall be deemed to be delivered when deposited in the United
 States mail addressed to the  stockholder at such  stockholder's  address as it
 appears on the stock transfer books of the Corporation.

SECTION  2.05.  Closing  of  Transfer  Books or Fixing of Record  Date.  For the
 purpose of  determining  stockholders  entitled  to notice of or to vote at any
 meeting of  stockholders  or any  adjournment  thereof,  or entitled to receive
 payment of any dividend,  or in order to make a  determination  of stockholders
 for any  other  purpose,  the Board of  Directors  may  provide  that the stock
 transfer books shall be closed for a stated period not to exceed sixty days. If
 the  stock  transfer  books  shall be closed  for the  purpose  of  determining
 stockholders  entitled  to notice of or to vote at a meeting  of  stockholders,
 such books  shall be closed for at least ten days  immediately  preceding  such
 meeting.  In lieu of closing the stock transfer  books,  the Board of Directors
 may fix in  advance a date as the  record  date for any such  determination  of
 stockholders,  such  date to be not more  than  sixty  days  and,  in case of a
 meeting of stockholders,  not less than ten days prior to the date on which the
 particular  action,  requiring such  determination  of  stockholders,  is to be
 taken.  If the stock  transfer books are not closed and no record date is fixed
 for the  determination  of  stockholders  entitled to notice of or to vote at a
 meeting of  stockholders,  or  stockholders  entitled  to receive  payment of a
 dividend,  the date on which  notice  of the  meeting  is mailed or the date on
 which the  resolution  of the Board of  Directors  declaring  such  dividend is
 adopted, as the case may be, shall be the record date for such determination of
 stockholders.  When a  determination  of  stockholders  entitled to vote at any
 meeting  of  stockholders  has been  made as  provided  in this  section,  such
 determination shall apply to any adjournment thereof.

SECTION 2.06.  Presiding  Officer and the  Secretary.  The  President or, in the
 President's  absence,  an officer  designated by the Board of Directors,  shall
 preside  at  all  stockholder  meetings,  and  the  Secretary  shall  serve  as
 secretary.  Otherwise,  a  Chairman  and/or  Secretary  shall be elected by the
 stockholders present to act in the absence of those officers.

SECTION 2.07.  Voting  Lists.  The officer or agent  having  charge of the stock
 transfer  books of the  Corporation  shall make,  at least ten days before each
 meeting of stockholders,  a complete list of the stockholders  entitled to vote
 at such meeting,  arranged in alphabetical  order,  with the address of and the
 number of shares held by each,  which  list,  for a period of ten days prior to
 such meeting, shall be kept on file at the registered office of the Corporation
 and shall be subject to inspection by any  stockholder  for any proper  purpose
 during usual business hours.  Such list shall also be produced and kept open at
 the time and place of the  meeting  and shall be subject to  inspection  by any
 stockholder  for any proper  purpose  during the meeting.  The  original  stock
 transfer book shall be prima facie evidence as to the identity of  stockholders
 entitled to examine  such list or  transfer  books or to vote at any meeting of
 stockholders.

SECTION 2.08.  Quorum.  A majority of the outstanding  shares of the Corporation
 entitled to vote,  represented in person or by proxy, shall constitute a quorum
 at a meeting of stockholders. If less than a majority of the outstanding shares
 are  represented  at a meeting,  a majority  of the shares so  represented  may
 adjourn the meeting from time to time without further notice. At such adjourned
 meeting at which a quorum shall be present or represented,  any business may be
 transacted  which  might have been  transacted  at the  meeting  as  originally
 called.  The stockholders  present at a duly organized  meeting may continue to
 transact business until adjournment,  notwithstanding  the withdrawal of enough
 stockholders to leave less than a quorum, as long as not less than one-third of
 the shares  entitled  to vote at the meeting  are  represented.  If a quorum is
 present,  or the  above  conditions  are  fulfilled  so  that  business  may be
 transacted,  the affirmative vote of the majority of the shares  represented at
 the meeting and entitled to vote on the subject  matter shall be the act of the
 stockholders,  unless the vote of a greater  number is  required  by law or the
 articles of incorporation or elsewhere in these Bylaws by specific provision.

SECTION 2.09. Proxies.  At all meetings of stockholders,  a stockholder may vote
 by proxy executed in writing by the  stockholder or by the  stockholder's  duly
 authorized  attorney-in-fact.  Such proxy shall be filed with the  Secretary of
 the Corporation before or at the time of meeting. No proxy shall be valid after
 eleven months from the date of its execution,  unless otherwise provided in the
 proxy.

SECTION 2.10. Voting of Shares.  Subject to the provisions of Section 2.12, each
 outstanding  share  entitled  to vote shall be  entitled  to one vote upon each
 matter submitted to a vote at a meeting of stockholders.

SECTION 2.11.  Voting of Shares by Certain Holders.  Shares standing in the name
 of another  corporation or entity may be voted by such officer,  agent or proxy
 as the bylaws of such corporation or entity may prescribe or, in the absence of
 such  provision,  as the board of  directors  or other  governing  body of such
 corporation or entity may designate.

Shares held by an administrator,  executor, guardian or conservator may be voted
by such administrator, executor, guardian or conservator, either in person or by
proxy, without a transfer of such shares into such administrator's,  executor's,
guardian's or conservator's  name.  Shares standing in the name of a trustee may
be voted by the trustee,  either in person or by proxy,  but no trustee shall be
entitled to vote shares held by a trustee without a transfer of such shares into
that trustee's name.

Shares  standing in the name of a receiver  may be voted by such  receiver,  and
shares held by or under the control of a receiver may be voted by such  receiver
without the transfer  thereof into the receiver's  name if authority to do so is
contained  in an  appropriate  order of the  court by which  such  receiver  was
appointed.

A  stockholder  whose  shares are pledged  shall be entitled to vote such shares
until  the  shares  have  been  transferred  into the name of the  pledgee,  and
thereafter the pledgee shall be entitled to vote the shares so transferred.

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The Corporation may own shares of its own stock as provided by Mississippi  law.
If the Corporation  owns shares of its own stock at any time, those shares shall
not be voted,  directly or indirectly,  at any meeting, and shall not be counted
in determining the total number of shares outstanding at any given time.

SECTION  2.12.   Cumulative   Voting.  At  each  election  for  directors  every
 stockholder  entitled to vote at such election shall have the right to vote, in
 person or by proxy,  the number of shares owned by that stockholder for as many
 persons  as there are  directors  to be  elected  and for whose  election  that
 stockholder  has a right to vote,  or to cumulate that  stockholder's  votes by
 giving one candidate as many votes as the number of such  directors  multiplied
 by the number of that stockholder's shares shall equal, or by distributing such
 votes on the same principle among any number of such candidates.

SECTION 2.13.  Stockholder Proposals.

   (a) If any stockholder desires to submit a proposal for action at any meeting
      of  stockholders,  including the nomination of one or more individuals for
      election as a director, such stockholder (hereinafter the "proponent") and
      proposal must satisfy and comply with all of the following  conditions and
      requirements:

     (1)  At the time of  submitting  the proposal,  the  proponent  must be the
          record or beneficial owner of at least 1% or $1,000 in market value of
          shares  having  voting  power on the  proposal at the meeting and have
          held  such  shares  for at least  one year,  and the  proponent  shall
          continue to own such  shares  through the date on which the meeting is
          held.

     (2)  The  proposal  must be  submitted  in writing  and be  accompanied  by
          written disclosure of the proponent's name, address,  number of shares
          owned, the dates upon which such shares were acquired, and documentary
          support of the proponent's ownership of such shares.

     (3)  The  proposal  and other  required  material  must be  received by the
          Corporation  a reasonable  period of time in advance of the meeting to
          which the  proposal  relates  and in any event  must  comply  with the
          notification  requirements  set forth in Rule 14a-8 of Regulation  14A
          adopted  pursuant to the  Securities  Exchange Act of 1934, as amended
          from time to time.

     (4)  If the proposal  nominates one or more  individuals  for election as a
          director,  the proposal  must include or be  accompanied  by a written
          statement of each  nominee's  signed  consent to being named as such a
          nominee and to serve if elected.

     (5)  The  proposal  must  be  presented  at the  meeting  for  which  it is
          submitted  by  the  proponent  or  a  duly  authorized  and  qualified
          representative.

   (b) If the proponent or proposal fails, in any respect, to satisfy and comply
      with all of the foregoing conditions and requirements,  the proposal shall
      be deemed as not properly  coming  before the meeting and no votes cast in
      support of the proposal  shall be given effect,  except for the purpose of
      determining the presence of a quorum.

   (c) Notwithstanding  any  provision  of these  Bylaws  to the  contrary,  the
      Corporation may exclude from  consideration by stockholders at any meeting
      of  stockholders  any proposal  permitted or required to be excluded  from
      consideration by applicable law, rule or regulation.

   (d) This Section 2.13 shall not be applicable to proposals  placed before any
      meeting of stockholders by action of the Board of Directors.

                         ARTICLE III. BOARD OF DIRECTORS

SECTION 3.01.  General Powers. The business and affairs of the Corporation shall
 be managed and  administered  by its Board of  Directors.  Except as limited by
 law, all corporate powers shall be vested in and exercised by the Board.

SECTION  3.02.  Qualifications.  In  addition to such  qualifications  as may be
 required by law or the  Articles of  Incorporation,  beginning  with the annual
 meeting  in the year  2000,  no  individual  shall be  eligible  to serve or to
 continue to serve as a director  upon that  director  attaining his or her 72nd
 birthday.  Thereafter,  any  incumbent  director  who attains the age of 72 may
 remain in office until the next succeeding  annual meeting of stockholders,  at
 which  time  such   director   shall  retire  from  the  Board  of   Directors.
 Notwithstanding  the  foregoing  provisions  of  this  Section  3.02,  retiring
 directors may, upon invitation of the Board of Directors, continue for a period
 of up to an additional  five (5) years in the capacity of  non-voting  advisory
 members of the Board of Directors.

SECTION 3.03.  Number,  Tenure and Election.  The  Corporation  shall have three
 classes of  directors,  each class to be as nearly equal in number as possible,
 with the term of  office  of one  class  expiring  each  year.  The  number  of
 directors  of the  Corporation  shall be not less  than  five (5) nor more than
 twenty-five  (25), and the Board of Directors shall establish by resolution the
 number of  directors  to serve and the number of  directors  to  comprise  each
 class. At each annual  meeting,  the number of directors equal to the number of
 the class whose term  expires at the time of such  meeting  shall be elected to
 hold office for a term of three (3) years.

Except as otherwise  provided in Section 3.13 below,  directors shall be elected
only at  annual  meetings  of  stockholders,  and any  vacancy  in the  Board of
Directors, however created, shall be filled at the annual meeting succeeding the
creation of such vacancy. If the number of directors is changed, any increase or
decrease shall be apportioned  among the classes so as to maintain the number of
directors in each class as nearly equal as possible, and any additional director
of any class elected to fill a vacancy  resulting from an increase in such class
shall hold office for a term that shall coincide with the remaining term of that
class,  but in no case will a decrease  in the number of  directors  shorten the
term of any incumbent director.

<PAGE>

No member of the Board of  Directors  may be  removed,  with or  without  cause,
except at a meeting  called in  accordance  with the Bylaws  expressly  for that
purpose and except upon a vote in favor of such removal of the holders of eighty
percent  (80%) of the shares then  entitled to vote at an election of directors;
and in the event that less than the entire Board is to be removed, no one of the
directors may be removed if the votes cast against that director's removal would
be sufficient to elect that director if then  cumulatively  voted at an election
of the class of directors of which that director is a part.

 SECTION 3.04.  Regular  Meetings.  A regular  meeting of the Board of Directors
  shall be held  without  other  notice  than this bylaw,  immediately  after or
  conjointly with, and at the same place as, the annual meeting of stockholders.
  The Board of Directors  shall provide by resolution the time and place for the
  holding of additional meetings without other notice than such resolution.

 SECTION 3.05. Special Meetings.  Special meetings of the Board of Directors may
  be called by or at the request of the President,  the Chairman of the Board of
  Directors  or by a majority of the Board of  Directors.  The person or persons
  authorized  to call  special  meetings of the Board of  Directors  may fix any
  place as the place for holding any special  meeting of the Board of  Directors
  called by them.

 SECTION 3.06. Action by Directors Without a Meeting.  Any action required to be
  taken at a meeting of the Board of Directors, or any action which may be taken
  at a meeting of the directors,  may be taken without a meeting if a consent in
  writing,  setting  forth the  action  so taken,  shall be signed by all of the
  directors entitled to vote with respect to the subject matter thereof.

 SECTION 3.07. Notice. Notice of any special meeting shall be given by telephone
  or  telegram  or by  written  notice  delivered  personally  or mailed to each
  director  at  the  director's  business  address.  If  notice  is by  personal
  delivery,  the  delivery  shall be at  least  two  days  prior to the  special
  meeting.  If notice is given by mail,  such notice  shall be  deposited in the
  United States mail and addressed to each director at the  director's  business
  address at least five days prior to any special meeting. If notice is given by
  telegram, such notice shall be delivered to the telegram company at least five
  days  prior to any  special  meeting.  If notice is given by  telephone,  such
  notice  shall be made at least  two days  prior to any  special  meeting.  Any
  director may waive notice of any meeting.  The  attendance  of a director at a
  meeting shall  constitute a waiver of notice of such  meeting,  except where a
  director  attends  a meeting  for the  express  purpose  of  objecting  to the
  transaction  of any  business  because the meeting is not  lawfully  called or
  convened.  Neither the business to be  transacted  at, nor the purpose of, any
  meeting of the Board of Directors need be specified in the notice or waiver of
  notice of such meeting.

 SECTION 3.08. Quorum. A majority of the number of directors elected and serving
  shall  constitute a quorum for the  transaction  of business at any meeting of
  the Board of  Directors,  but if less than such a  majority  is  present  at a
  meeting, a majority of the directors present may adjourn the meeting from time
  to time without further notice.

<PAGE>

 SECTION  3.09.  Organization.  The Board of  Directors  shall  elect one of its
  members Chairman of the Board, who shall preside at all meetings of the Board.
  By  resolution  the  directors  shall  designate  from  among its  members  an
  Executive Committee and may designate from its members other committees,  each
  of which shall have such authority as is prescribed by the Board of Directors.
  All such  committees  shall keep regular  minutes of their  meetings and shall
  report their actions to the Board of Directors at its next meeting.

 SECTION  3.10.  Manner of  Acting.  The act of the  majority  of the  directors
  present  at a  meeting  at which a quorum is  present  shall be the act of the
  Board of Directors.

 SECTION  3.11.  Compensation.  By  resolution  of the Board of  Directors,  the
  directors  may be paid for the expense of  attendance  at each  meeting of the
  Board of Directors, and may be paid a fixed sum for attendance at each meeting
  of the Board of Directors or a stated  salary as director.  Members of special
  or  standing  committees  may  be  allowed  like  compensation  for  attending
  meetings.  However,  no such payments shall preclude any director from serving
  the  Corporation  as an  officer  or  in  any  other  capacity  and  receiving
  compensation in that other capacity.

 SECTION  3.12.  Presumption  of Assent.  A director of the  Corporation  who is
  present at a meeting of the Board of  Directors at which action is taken shall
  be  presumed  to have  assented to the action  taken  unless  that  director's
  dissent shall be entered in the minutes of the meeting or unless that director
  shall file a written  dissent  to such  action  with the person  acting as the
  secretary of the meeting before the adjournment  thereof or shall forward such
  dissent  by  registered  mail  to  the  Secretary  of the  Corporation  within
  twenty-four  (24) hours after the  adjournment  of the meeting.  Such right to
  dissent shall not apply to a director who voted in favor of such action.

 SECTION 3.13. Vacancies.  When any vacancy occurs among the directors by reason
  of death or  resignation,  the  remaining  members of the Board may  appoint a
  director to fill such vacancy at any meeting of the Board.

 SECTION 3.14. Emergency Provisions.  During the existence or continuance of any
  emergency  resulting from an attack on the United States or during any nuclear
  or atomic disaster:

   (a) A meeting of the Board of Directors may be called by any director.

   (b) Notice of any meeting  need be given only to such of the  directors as it
      may be feasible to reach and by such means as may be feasible at the time.

   (c) Any director in attendance at any meeting of the Board of Directors shall
      constitute a quorum for the transaction of business.

   (d) If all of the directors are absent or otherwise unavailable,  any officer
      present shall be deemed to be a director for all purposes.

<PAGE>

 SECTION 3.15. Meetings by Telephone  Conference Calls. The members of the Board
  of Directors may  participate  in and hold a meeting of the Board of Directors
  by means of conference telephone or similar communications equipment, provided
  that all persons  participating  in the meeting can hear and communicate  with
  each other, and  participation in such a meeting shall constitute  presence at
  such meeting by any such director,  except where a person  participates in the
  meeting  for the  express  purpose  of  objecting  to the  transaction  of any
  business on the ground that the meeting is not lawfully called or convened.

                              ARTICLE IV. OFFICERS

 SECTION 4.01.  Generally.  The officers of the  Corporation  shall consist of a
  Chairman of the Board of Directors, a Vice-Chairman of the Board of Directors,
  a President,  one or more Vice Presidents,  a Secretary, one or more Assistant
  Secretaries  and a  Treasurer.  Officers  shall  be  elected  by the  Board of
  Directors.  Each  officer  shall hold office  until a successor is elected and
  qualified or until that officer's earlier  resignation or removal.  Any one or
  more offices may be held by the same  person,  except the offices of President
  and Secretary.

 SECTION 4.02. Chairman of the Board of Directors.  The Board of Directors shall
  appoint one of its members to serve as the Chairman of the Board.  Such person
  shall preside at all meetings of the Board of  Directors.  The Chairman of the
  Board shall supervise the carrying out of the policies  adopted or approved by
  the Board; and shall have such additional powers,  duties and responsibilities
  as are prescribed by the Board of Directors.

 SECTION 4.03.  Vice-Chairman of the Board of Directors.  The Board of Directors
  shall appoint one of its members to be the  Vice-Chairman.  The  Vice-Chairman
  shall act during the absence of the Chairman,  and the  Vice-Chairman,  during
  the absence of the Chairman,  shall have all of the power,  authority,  duties
  and responsibilities of the Chairman.

 SECTION 4.04.  President.  The Board of Directors shall appoint a President who
  shall be the Chief Executive  Officer of the Corporation.  The President shall
  have general  executive  powers,  as well as the specific powers  conferred by
  these  Bylaws.  The  President  shall also have and may exercise  such further
  powers  and  duties  as from  time to time may be  prescribed  by the Board of
  Directors.  One of the Vice  Presidents  shall be  designated  by the Board of
  Directors,  in the absence of the President,  to perform all the duties of the
  President.

 SECTION 4.05. Vice  Presidents.  The Board of Directors may appoint one or more
  Vice Presidents and shall have the authority to designate different classes of
  Vice Presidents,  including Executive Vice Presidents, Senior Vice Presidents,
  Assistant  Vice  Presidents,  and such other  classes as from time to time may
  appear to the Board of  Directors  to be required or desirable to transact the
  business of the  Corporation.  Each Vice President  shall have such powers and
  duties as may be prescribed by the President or by the Board of Directors.

<PAGE>

 SECTION 4.06. Secretary.  The Board of Directors shall appoint a Secretary, and
  may appoint one or more Assistant Secretaries, who shall: (a) keep the minutes
  of the stockholders and of the Board of Directors  meetings;  (b) see that all
  notices are duly given in accordance  with the  provisions of these Bylaws and
  as required by law; (c) be custodian of the corporate  records and of the seal
  of the  Corporation and see that the seal of the Corporation is affixed to all
  documents,  the execution of which on behalf of the Corporation under its seal
  is duly  authorized;  (d) keep a register of the post  office  address of each
  stockholder which shall be furnished to the Secretary by each stockholder; (e)
  sign with the President or other designated  officer stock certificates of the
  Corporation;  (f) have charge of the stock transfer books of the  Corporation;
  and (g) in general  perform all duties incident to the office of Secretary and
  such other duties as may from time to time be  prescribed  by the President or
  by the Board of Directors.

 SECTION 4.07.  Treasurer.  The Treasurer  shall: (a) have charge and custody of
  and be responsible  for all funds and securities of the  Corporation;  receive
  and give receipts for monies due and payable to the  Corporation,  and deposit
  all such monies in the name of the Corporation in such banks,  trust companies
  or other  depositories  as shall be selected in accordance with the provisions
  of Article VII of these Bylaws;  and (b) in general  perform all of the duties
  incident to the office of Treasurer and such other duties as from time to time
  may be prescribed by the President or by the Board of Directors.

 SECTION 4.08. Other Officers. The Board of Directors may appoint other officers
  as from time to time may appear to the Board of  Directors  to be  required or
  desirable to transact the business of the  Corporation.  Such  officers  shall
  exercise such powers and perform such duties as pertain to their  offices,  or
  as may be prescribed by the President or by the Board of Directors.

 SECTION 4.09.  Removal.  Any officer or agent elected or appointed by the Board
  of  Directors  may be  removed by the Board of  Directors  at any time with or
  without  cause,  and  the  election  of  another  person  to an  office  shall
  automatically remove the incumbent from such office.

 SECTION 4.10.  Vacancies.  The Board of Directors  shall have authority to fill
  any vacancy  occurring  in the offices of the  Corporation  by election at any
  meeting of the Board of Directors.

 SECTION 4.11.  Salaries.  The salaries of the officers shall be fixed from time
  to time by the Board of  Directors  and no  officer  shall be  prevented  from
  receiving a salary by reason of the fact that that  officer is also a director
  or employee of the  Corporation.  The  President  may fix the  salaries of the
  employees  who are not  officers,  subject  to the  approval  of the  Board of
  Directors.

<PAGE>

                          ARTICLE V. STOCK CERTIFICATES

 SECTION 5.01. Certificates for Shares.  Certificates representing shares of the
  Corporation  shall  be in such  form as shall be  determined  by the  Board of
  Directors.  Such  certificates  shall be  signed  by the  President  or a Vice
  President and by the Secretary or an Assistant Secretary and shall be attested
  by the corporate  seal.  All  certificates  for shares shall be  consecutively
  numbered or otherwise identified.  The name and address of each person to whom
  shares  are  issued,  and the  number  of shares  and date of issue,  shall be
  entered  on the stock  transfer  books of the  Corporation.  All  certificates
  surrendered  to the  Corporation  for transfer  shall be canceled,  and no new
  certificates shall be issued until the former certificate for a like number of
  shares shall have been  surrendered  and  cancelled,  except that in case of a
  lost, destroyed or mutilated certificate a new one may be issued therefor upon
  such terms and  indemnity to the  Corporation  as the Board of  Directors  may
  prescribe. No stock certificate will be issued for fractional shares of stock,
  and no dividend payment will be made for fractional shares of stock.

 SECTION 5.02.  Transfer of Shares.  Transfer of shares of the Corporation shall
  be made only on the stock transfer  books of the  Corporation by the holder of
  record  thereof or by such holder's  legal  representative,  who shall furnish
  proper  evidence of authority  to the  Secretary  of the  Corporation,  and on
  surrender for cancellation of the certificate for such shares. The Corporation
  shall be  entitled to treat the holder of record of any shares of stock as the
  holder in fact  thereof and shall not be bound to recognize  any  equitable or
  other claim to or  interest  in such  shares on the part of any other  person,
  whether or not the Corporation shall have express or other notice thereof.

                           ARTICLE VI. INDEMNIFICATION

 SECTION 6.01. General Provision. Subject to the provisions of Section 6.04, the
  Corporation shall indemnify any person who was or is a party, or is threatened
  to be made a party, to any  threatened,  pending or completed  claim,  action,
  suit or proceeding, whether civil, criminal,  administrative or investigative,
  including   appeals  (other  than  an  action  by  or  in  the  right  of  the
  Corporation),  by reason of the fact  that such  person is or was a  director,
  officer,  employee  or agent of the  Corporation,  or is or was serving at the
  request of the Corporation as a director,  officer, partner, employee or agent
  of another corporation, partnership, joint venture, trust or other enterprise,
  against expenses  (including  attorneys' fees),  judgments,  fines and amounts
  paid  in  settlement  actually  and  reasonably  incurred  by such  person  in
  connection  with such action,  suit or proceeding if such person acted in good
  faith and in a manner such person reasonably  believed to be in or not opposed
  to the best  interests of the  Corporation,  and, with respect to any criminal
  action or proceeding, had no reasonable cause to believe such person's conduct
  was unlawful.  The termination of any action,  suit or proceeding by judgment,
  order,  settlement,  conviction,  or  upon a plea of  nolo  contendere  or its
  equivalent, shall not, of itself, create a presumption that the person did not
  act in good faith and in a manner which such person reasonably  believed to be
  in or not opposed to the best interests of the Corporation,  and, with respect
  to any criminal  action or proceeding,  had  reasonable  cause to believe that
  such person's conduct was unlawful.

<PAGE>

 SECTION 6.02. Suits by Corporation.  Subject to the provisions of Section 6.04,
  the  Corporation  shall  indemnify  any  person  who was or is a party,  or is
  threatened to be made a party, to any threatened,  pending or completed claim,
  action or suit by or in the right of the  Corporation to procure a judgment in
  its  favor by  reason  of the fact  that  such  person  is or was a  director,
  officer,  employee  or agent of the  Corporation,  or is or was serving at the
  request of the Corporation as a director,  officer, partner, employee or agent
  of another corporation, partnership, joint venture, trust or other enterprise,
  against expenses (including  attorneys' fees) actually and reasonably incurred
  by such person in connection  with the defense or settlement of such action or
  suit if such person acted in good faith and in a manner such person reasonably
  believed to be in or not  opposed to the best  interests  of the  Corporation,
  except that no indemnification shall be made in respect of any claim, issue or
  matter as to which  such  person  shall  have been  adjudged  to be liable for
  negligence  or  misconduct  in the  performance  of such  person's duty to the
  Corporation  unless and only to the extent that the court in which such action
  or suit was  brought  shall  determine  upon  application  that,  despite  the
  adjudication  of liability but in view of all the  circumstances  of the case,
  such person is fairly and  reasonably  entitled to indemnity for such expenses
  which such court shall deem proper.

 SECTION  6.03.  Successful  Defense.  To the extent that a  director,  officer,
  employee  or agent of the  Corporation  has been  successful  on the merits or
  otherwise in defense of any action, suit or proceeding referred to in Sections
  6.01 or 6.02, or in defense of any claim, issue or matter therein, such person
  shall be indemnified against expenses (including attorneys' fees) actually and
  reasonably  incurred by such person in connection  therewith,  notwithstanding
  that such person has not been  successful on any other claim,  issue or matter
  in any such action, suit or proceeding.

 SECTION 6.04.  Authorization  of  Indemnification.  Any  indemnification  under
  Sections  6.01  or 6.02  shall  (unless  ordered  by a  court)  be made by the
  Corporation only as authorized in the specific case upon a determination  that
  indemnification of the director,  officer,  employee or agent is proper in the
  circumstances  because such person has met the applicable  standard of conduct
  set forth in  Section  6.01 or 6.02,  as the case may be.  Such  determination
  shall be made (l) by the Board of  Directors  by a  majority  vote of a quorum
  consisting  of  directors  who were not  parties  to, or who have been  wholly
  successful  on the merits or otherwise  with  respect to, such claim,  action,
  suit or  proceeding,  or (2) if such a quorum is not  obtainable,  or, even if
  obtainable,  if a quorum of disinterested directors so directs, by independent
  legal counsel in a written opinion, or (3) by the stockholders.

 SECTION 6.05. Advance Payments.  Expenses (including  attorneys' fees) incurred
  in defending a civil or criminal claim, action, suit or proceeding may be paid
  by the Corporation in advance of the final disposition of such claim,  action,
  suit or proceeding  as authorized in the manner  provided in Section 6.04 upon
  receipt of an undertaking by or on behalf of the director,  officer,  employee
  or agent to repay  such  amount if and to the  extent it shall  ultimately  be
  determined  that  such  person  is  not  entitled  to be  indemnified  by  the
  Corporation as authorized in this section.

<PAGE>

 SECTION 6.06. Exclusivity. The indemnification provided by Article VI shall not
  be deemed exclusive of, and shall be in addition to, any other rights to which
  those indemnified may be entitled under any statute, rule of law, provision in
  the Corporation's  certificate of incorporation,  bylaws,  agreement,  vote of
  stockholders  or  disinterested  directors or otherwise,  both as to action in
  their  official  capacity and as to action in another  capacity  while holding
  such  office,  shall  continue as to a person who has ceased to be a director,
  officer,  employee  or agent  and shall  inure to the  benefit  of the  heirs,
  executors and administrators of such a person.

 SECTION 6.07.  Insurance.  The Corporation shall have the power to purchase and
  maintain insurance on behalf of any person who is or was a director,  officer,
  employee or agent of the  Corporation,  or is or was serving at the request of
  the Corporation as a director,  officer, partner, employee or agent of another
  corporation,  partnership,  joint venture, trust or other enterprise,  against
  any liability  asserted against such person and incurred by such person in any
  such capacity,  or arising out of such person's status as such, whether or not
  the  Corporation  would have the power to indemnify  such person  against such
  liability under the provisions of this Section.

 SECTION 6.08. Partial  Enforcement.  The invalidity or  unenforceability of any
  provision hereof shall not in any way affect the remaining  provisions hereof,
  which shall continue in full force and effect.

         ARTICLE VII. CONTRACTS, LOANS, CHECKS, DEPOSITS AND INVESTMENTS

 SECTION 7.01.  Contracts.  The Board of Directors  may authorize any officer or
  agent to enter into any contract or execute and deliver any  instrument in the
  name of and on behalf of the Corporation, and such authority may be general or
  confined to specific instances.

 SECTION 7.02.  Loans. No loans shall be contracted on behalf of the Corporation
  and no evidences of indebtedness shall be issued in its name unless authorized
  by a resolution  of the Board of Directors.  Such  authority may be general or
  confined to specific  instances.  Loans may be made by the  Corporation to its
  officers or directors subject to the guidelines imposed by law.

 SECTION 7.03. Checks,  Drafts, etc. All checks,  drafts or other orders for the
  payment of money, notes or other evidences of indebtedness  issued in the name
  of the  Corporation,  shall be signed by such  officers  and/or  agents of the
  Corporation  and in such  manner as shall from time to time be  determined  by
  resolution of the Board of Directors.

 SECTION 7.04.  Deposits.  All funds of the Corporation  not otherwise  employed
  shall be deposited from time to time to the credit of the  Corporation in such
  banks,  trust  companies or other  depositories  as the Board of Directors may
  select.

<PAGE>

            ARTICLE VIII. CONFIRMATION AND RATIFICATION OF CONTRACTS

 SECTION 8.01.  Conflicts of Interest.  In the absence of fraud,  no contract or
  other  transaction of the Corporation  shall be affected or invalidated in any
  way by the fact that any of the  directors of the  Corporation  are in any way
  interested  in  or  connected  with  any  other  party  to  such  contract  or
  transaction  or are  themselves  parties  to  such  contract  or  transaction,
  provided that such interest shall be fully disclosed or otherwise known to the
  Board of Directors  at its meeting at which such  contract or  transaction  is
  authorized or confirmed, and provided further that at the meeting of the Board
  of Directors  authorizing or confirming  such contract or  transaction,  there
  shall be present a quorum of directors not so interested or connected and such
  contract or transaction shall be approved by a majority of such quorum,  which
  majority  shall  consist of directors  not so  interested  or  connected.  Any
  director of the  Corporation  may vote upon any contract or other  transaction
  between the Corporation and any subsidiary or affiliated  corporation  without
  regard to the fact that that director is also a director of such subsidiary or
  affiliated corporation.

 SECTION 8.02. Ratification by Stockholders.  Any contract,  transaction, or act
  of the Corporation or of the Board of Directors or any committee thereof which
  shall be ratified by a majority of the  stockholders of the Corporation  shall
  be as valid  and  binding  as  though  ratified  by every  stockholder  of the
  Corporation;  provided,  however,  that any  failure  of the  stockholders  to
  approve or ratify such contract,  transaction,  or act, when and if submitted,
  shall  not be  deemed  in any way to  invalidate  the same or to  deprive  the
  Corporation,  its  officers or  directors  of their right to proceed with such
  contract, transaction or action.

                                ARTICLE IX. YEAR

The Corporation's tax and accounting year shall be a fiscal year ending December
31.

                              ARTICLE X. DIVIDENDS

The Board of Directors may from time to time declare,  and the  Corporation  may
pay,  dividends on its outstanding  shares,  payable in cash, other assets or by
way of stock dividends. No dividends will be paid with respect to any fractional
shares of stock.

                                ARTICLE XI. SEAL

The  Board of Directors  shall provide a corporate  seal which shall be
circular in form and shall have inscribed  thereon the name of the  Corporation,
its state of incorporation and the words "Corporate Seal."

                          ARTICLE XII. WAIVER OF NOTICE

Whenever  any notice is required to be given to any  stockholder  or director of
the Corporation under the provisions of these Bylaws, the Corporation's articles
of  incorporation  or the laws of the State of Mississippi,  a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated  therein,  shall be deemed  equivalent to the giving of
such notice.

<PAGE>

                              ARTICLE XIII. BYLAWS

 SECTION 13.01.  Inspection.  A copy of the Bylaws shall at all times be kept at
  the principal  office of the  Corporation  and shall be open for inspection to
  all stockholders for any proper purpose during regular business hours.

 SECTION 13.02. Amendments. These Bylaws may be altered, amended or repealed and
  new Bylaws may be adopted by a two-thirds  (2/3rds) vote of the directors then
  holding office at any meeting of the Board of Directors.

<PAGE>

                            ARTICLES OF AMENDMENT TO
                                  THE BYLAWS OF
                      BRITTON & KOONTZ CAPITAL CORPORATION

          Pursuant to the  provisions of Section  79-4-10.20 of the  Mississippi
Business  Corporation  Act and in accordance with the Bylaws of Britton & Koontz
Capital Corporation, the Board of Directors hereby adopted on February 21, 2006,
the  following  Articles of Amendment to the Bylaws of Britton & Koontz  Capital
Corporation:

         ONE: Section 2.13 of Article  II  of  the  Bylaws is hereby deleted and
                replaced in its entirety with the following:

                  SECTION 2.13.  Notice of Stockholder Business and Nominations.

                           (a) Annual Meetings of Stockholders.

                                    (i)  Nominations  of persons for election to
                  the Board of Directors of the  Corporation and the proposal of
                  business to be considered by the  stockholders  may be made at
                  an  annual  meeting  of  stockholders   (A)  pursuant  to  the
                  Corporation's  notice of meeting delivered pursuant to Section
                  2.04 of these  Amended and Restated  Bylaws,  (B) by or at the
                  direction of the Board of Directors or (C) by any  stockholder
                  of the Corporation who is entitled to vote at the meeting, who
                  complied with the notice  procedures set forth in clauses (ii)
                  and (iii) of this Section 2.13(a) and who was a stockholder of
                  record at the time such notice is delivered  to the  Secretary
                  of the Corporation.

                                    (ii) For nominations or other business to be
                  properly  brought  before an annual  meeting by a  stockholder
                  pursuant to clause (C) of paragraph (a) (i) of this Bylaw, the
                  stockholder  must have given timely notice  thereof in writing
                  to the  Secretary  of the  Corporation  and,  in the  case  of
                  business  other than  nominations,  such other  business  must
                  otherwise be a proper  matter for  stockholder  action.  To be
                  timely,  a  stockholder's  notice  shall be  delivered  to the
                  Secretary   at  the   principal   executive   offices  of  the
                  Corporation  not less  than  ninety  days  nor  more  than one
                  hundred and twenty days prior to the first  anniversary of the
                  immediately preceding year's annual meeting; provided however,
                  that in the  event  that the  date of the  annual  meeting  is
                  advanced  by more than  thirty  days,  or delayed by more than
                  ninety  days,  from  such  anniversary  date,  notice  by  the
                  stockholder to be timely must be so delivered not earlier than
                  the one hundred and twentieth day prior to such annual meeting
                  and not later than the close of  business  on the later of the
                  ninetieth  day prior to such  annual  meeting or the tenth day
                  following the day on which public  announcement of the date of
                  such  meeting  is first  made.  In no event  shall the  public
                  announcement  of an adjournment or  postponement  of an annual
                  meeting  commence  a new  time  period  for  the  giving  of a
                  stockholder's  notice as described  in this  Section  2.13(a).
                  Such  stockholder's  notice  shall  set  forth  (A) as to each
                  person whom the stockholder  proposes to nominate for election
                  or  reelection  as a  director,  the reason  for  making  such
                  nomination,  all  information  relating to such person that is
                  required  to be  disclosed  in  solicitations  of proxies  for
                  election of  directors  pursuant to  Regulation  14A under the
                  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
                  Act"),  including,  without limitation,  such person's written
                  consent to being named in the proxy statement as a nominee and
                  to serving as a director if elected,  and all  arrangements or
                  understandings  between  or among the  stockholder  giving the

<PAGE>

                  notice and each nominee; (B) as to any other business that the
                  stockholder  proposes  to bring  before the  meeting,  a brief
                  description  of the business  desired to be brought before the
                  meeting,  the  reasons  for  conducting  such  business at the
                  meeting and any  material  interest  in such  business of such
                  stockholder and the beneficial  owner, if any, on whose behalf
                  the proposal is made; and (C) as to the stockholder giving the
                  notice and the beneficial  owner,  if any, on whose behalf the
                  nomination  or  proposal  is made (1) the name and  address of
                  such stockholder,  as they appear on the Corporation's  books,
                  and of such  beneficial  owner and (2) the class and number of
                  shares of the Corporation which are owned  beneficially and of
                  record by such stockholder and such beneficial owner.

                                    (iii) Notwithstanding anything in the second
                  sentence  of  clause  (ii)  of  this  Section  2.13(a)  to the
                  contrary,  in the event  that the  number of  directors  to be
                  elected  to the  Board  of  Directors  of the  Corporation  is
                  increased  and there is no public  announcement  naming all of
                  the  nominees  for  director  or  specifying  the  size of the
                  increased  Board of Directors made by the Corporation at least
                  one  hundred  days  prior  to  the  first  anniversary  of the
                  immediately  preceding year's annual meeting,  a stockholder's
                  notice required by this Bylaw shall also be considered timely,
                  but  only  with  respect  to  nominees  for any new  positions
                  created  by such  increase,  if it shall be  delivered  to the
                  Secretary   at  the   principal   executive   offices  of  the
                  Corporation  not later than the close of business on the tenth
                  day  following  the day on which such public  announcement  is
                  first made by the Corporation.

                           (b) Special Meetings of Stockholders.

                           Only such  business  shall be  conducted at a special
                  meeting of  stockholders as shall have been brought before the
                  meeting  pursuant  to  the  Corporation's  notice  of  meeting
                  pursuant to Section 2.04 of these Amended and Restated Bylaws.
                  Nominations  of persons for election to the Board of Directors
                  may be made at a  special  meeting  of  stockholders  at which
                  directors  are to be  elected  pursuant  to the  Corporation's
                  notice of meeting (i) by or at the  direction  of the Board of
                  Directors or (ii) by any stockholder of the Corporation who is
                  entitled to vote at the meeting,  who complies with the notice
                  procedures set forth in this Bylaw and who is a stockholder of
                  record at the time such notice is delivered  to the  Secretary
                  of the  Corporation.  In the  event  the  Corporation  calls a
                  special  meeting of  stockholders  for the purpose of electing
                  one or more  directors  to the  Board of  Directors,  any such
                  stockholder  may nominate  such number of persons for election
                  to such  position(s)  as are  specified  in the  Corporation's
                  Notice of Meeting, if the stockholder's  notice as required by
                  clause  (ii) of this  Section  2.13(a)  of these  Amended  and
                  Restated  Bylaws shall be  delivered  to the  Secretary at the
                  principal  executive  offices of the  Corporation  not earlier
                  than the one hundred and  twentieth  day prior to such special
                  meeting  and not later than the close of business on the later
                  of the  ninetieth  day prior to such  special  meeting  or the
                  tenth day  following the day on which public  announcement  is
                  first  made of the  date  of the  special  meeting  and of the
                  nominees  proposed by the Board of  Directors to be elected at
                  such meeting.  In no event shall the public announcement of an
                  adjournment or postponement  of a special  meeting  commence a
                  new time  period for the giving of a  stockholder's  notice as
                  described above.

<PAGE>

                           (c)      General

                                    (i)  Only  persons  who  are   nominated  in
                  accordance  with the  procedures set forth in this Bylaw shall
                  be  eligible  to be  elected  as  directors  at a  meeting  of
                  stockholders  and only such  business  shall be conducted at a
                  meeting of  stockholders as shall have been brought before the
                  meeting in accordance  with the  procedures  set forth in this
                  Bylaw.  Except as  otherwise  provided by law, the Amended and
                  Restated  Certificate  of  Incorporation  or these Amended and
                  Restated  Bylaws,  the  Chairman  of the Board  shall have the
                  power  and  duty to  determine  whether  a  nomination  or any
                  business proposed to be brought before the meeting was made in
                  accordance with the procedures set forth in this Bylaw and, if
                  any proposed  nomination or business is not in compliance with
                  this Bylaw,  to declare  that (a) such  defective  proposal or
                  nomination  shall be  disregarded  and (b) any  votes  cast in
                  support of such  defective  proposal  or  nomination  shall be
                  given no effect  except  for the  purpose of  determining  the
                  presence of a quorum with respect to such matters.

                                    (ii) For  purposes  of this  Bylaw,  "public
                  announcement"   shall  mean  disclosure  in  a  press  release
                  distributed to the Dow Jones News Service, Associated Press or
                  comparable  national  news  service or in a document  publicly
                  filed by the  Corporation  with the  Securities  and  Exchange
                  Commission.

                                    (iii)    Notwithstanding    the    foregoing
                  provisions of this Bylaw, a stockholder shall also comply with
                  all applicable  requirements of the Exchange Act and the rules
                  and  regulations  thereunder  with  respect to the matters set
                  forth in this Bylaw.  Nothing in this Bylaw shall be deemed to
                  affect any rights of  stockholders  to  request  inclusion  of
                  proposals in the  Corporation's  proxy  statement  pursuant to
                  Rule 14a-8 under the Exchange Act.