SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549
                   ----------------------------------------

                                  FORM 10-Q
(Mark One)
/ X /    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2000

OR

/   /    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to
                               ----------------          ----------------

                   ----------------------------------------
                     Commission file number       0-10826
                   ----------------------------------------

                             BancorpSouth, Inc.
            (Exact name of registrant as specified in its charter)

        Mississippi                                    64-0659571
(State or other jurisdiction of            (IRS Employer Identification No.)
 incorporation or organization)


  One Mississippi Plaza, Tupelo, Mississippi               38804
  (Address of principal executive offices)               (Zip Code)

                                 (662) 680-2000
             (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
             (Former name, former address, and former fiscal year,
                         if changed since last year)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.     Yes / X /  No /   /
On November 9, 2000, the Registrant had outstanding 84,153,060 shares of
common stock, par value $2.50 per share.

                             BANCORPSOUTH, INC.
                                  CONTENTS

PART I.  Financial Information
                                                                      Page
         ITEM  1.   Financial Statements (unaudited)

                    Consolidated Condensed Balance Sheets
                    September 30, 2000 and December 31, 1999             3

                    Consolidated Condensed Statements of Income
                    Three and Nine Months Ended
                    September 30, 2000 and 1999                          4

                    Consolidated Condensed Statements of Cash Flows
                    Nine Months Ended September 30, 2000 and 1999        5

                    Notes to Consolidated Condensed Financial Statements 6

         ITEM  2.   Management's Discussion and Analysis of
                    Financial Condition and Results of Operations       11
         ITEM  3.   Quantitative and Qualitative Disclosures
                    About Market Risk                                   19
PART II. Other Information
         ITEM  2.   Changes in Securities and Use of Proceeds           20
         ITEM  4.   Matters Submitted to a Vote of Security Holders     20
         ITEM  6.   Exhibits and Reports on Form 8-K                    20

                         FORWARD-LOOKING STATEMENTS
Certain statements contained in this Report may not be based on historical
facts and are "forward-looking statements" within the meaning of Section 27A
of the Securities Act of 1993, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended.  These forward-looking statements may be
identified by reference to a future period(s) or by the use of forward-
looking terminology, such as "anticipate," "believe," "estimate," "expect,"
"may," "might," "will," "intend" and "would."  These forward-looking
statements include, without limitation, those relating to the Company's
liquidity, allowance for credit losses, lending policy and capital
resources. We caution you not to place undue reliance on the forward-looking
statements contained in this Report, in that actual results could differ
materially from those indicated in such forward-looking statements due to a
variety of factors.  These factors include, but are not limited to, changes
in economic conditions and prevailing interest rates, government fiscal and
monetary policies, prevailing interest rates, effectiveness of the Company's
interest rate hedging strategies, changes in laws and regulations affecting
financial institutions, ability of the Company to effectively service loans,
ability of the Company to identify and integrate acquisitions and investment
opportunities, changes in the Company's operating or expansion strategy,
geographic concentrations of assets, availability of and costs associated
with obtaining adequate and timely sources of liquidity, dependence on
existing sources of funding, changes in consumer preferences, competition
from other financial services companies, and other risks detailed from time
to time in the Company's press releases and filings with the Securities and
Exchange Commission.  We undertake no obligation to update these forward-
looking statements to reflect events or circumstances that occur after the
date of this Report.
                                        PART I
                                FINANCIAL INFORMATION
                            Item 1.  Financial Statements


                                  BANCORPSOUTH, INC.
                        Consolidated Condensed Balance Sheets
                                      (Unaudited)

                                                      September 30,  December 31,
2000 1999
                                                     ------------  --------------
                                                             (In thousands)
                                                            
ASSETS
Cash and due from banks                                 $260,218        $329,553
Interest bearing deposits with other banks                13,089          12,058
Held-to-maturity securities, at amortized cost         1,169,635       1,031,062
Available-for-sale securities, at fair market value    1,505,148       1,080,063
Federal funds sold                                        75,000         110,875
Loans                                                  5,990,074       5,626,043
  Less:  Unearned discount                                67,510          84,082
            Allowance for credit losses                   78,100          74,232
                                                     ------------  --------------
Net loans                                              5,844,464       5,467,729
Mortgages held for sale                                   34,105          37,513
Premises and equipment, net                              186,577         171,867
Other assets                                             213,366         200,977
                                                     ------------  --------------
TOTAL ASSETS                                          $9,301,602      $8,441,697
                                                     ============  ==============
LIABILITIES
Deposits:
  Demand:  Non-interest bearing                       $1,007,326        $966,491
                  Interest bearing                     1,671,883       1,589,155
  Savings                                                883,474         937,508
  Time                                                 3,825,389       3,573,491
                                                     ------------  --------------
Total deposits                                         7,388,072       7,066,645
Short-term borrowings                                    868,035         346,427
Long-term debt                                           165,803         166,247
Other liabilities                                        112,865         105,267
                                                     ------------  --------------
TOTAL LIABILITIES                                      8,534,775       7,684,586
                                                     ------------  --------------

SHAREHOLDERS' EQUITY
Common stock                                             214,484         214,405
Capital surplus                                           70,464          71,777
Accumulated other comprehensive income                    (7,055)        (14,149)
Retained earnings                                        515,086         486,540
Less cost of shares held in treasury                     (26,152)         (1,462)
                                                     ------------  --------------
TOTAL SHAREHOLDERS' EQUITY                               766,827         757,111
                                                     ------------  --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY            $9,301,602      $8,441,697
                                                     ============  ==============
<FN>
See accompanying notes to consolidated condensed financial statements.


                                            BANCORPSOUTH, INC.
                                Consolidated Condensed Statements of Income
                                               (Unaudited)

                                                         Three months ended          Nine months ended
                                                            September 30               September 30
                                                    -------------------------   -------------------------
                                                          2000          1999          2000          1999
                                                    -----------   -----------   -----------   -----------
                                                            (In thousands except for per share amounts)
                                                                                 
INTEREST REVENUE:
Loans receivable                                      $134,283      $115,514      $385,828      $335,801
Deposits with other banks                                  260           246           970           957
Federal funds sold                                         691           859         3,308         4,970
Held-to-maturity securities:
  U. S. Treasury                                           574         1,152         2,191         4,351
  U. S. Government agencies & corporations              11,152         8,953        31,996        23,929
  Obligations of states & political subdivisions         4,109         3,656        12,159        11,371
  Other                                                     64            61           269           162
Available-for-sale securities                           21,564        18,360        56,448        54,471
Mortgages held for sale                                    628           884         2,471         2,667
                                                    -----------   -----------   -----------   -----------
  Total interest revenue                               173,325       149,685       495,640       438,679
                                                    -----------   -----------   -----------   -----------
INTEREST EXPENSE:
Deposits                                                81,031        63,245       225,656       188,715
Short-term borrowings                                    4,531         2,484        11,415         5,625
Other                                                    7,195         4,451        14,216        10,906
                                                    -----------   -----------   -----------   -----------
  Total interest expense                                92,757        70,180       251,287       205,246
                                                    -----------   -----------   -----------   -----------
  Net interest revenue                                  80,568        79,505       244,353       233,433
Provision for credit losses                             10,656         4,798        20,669        12,643
                                                    -----------   -----------   -----------   -----------
  Net interest revenue, after provision for
    credit losses                                       69,912        74,707       223,684       220,790
                                                    -----------   -----------   -----------   -----------
OTHER REVENUE:
Mortgage lending                                         2,493         3,727         8,973        14,823
Trust income                                             1,794         1,602         5,075         4,607
Service charges                                         10,213         9,295        29,545        26,497
Life insurance income                                    1,107         1,016         3,184         2,960
Security gains (losses), net                              (254)          118           (83)        4,332
Insurance service fees                                   3,717         3,293        11,189        10,293
Other                                                    4,496         4,367        17,643        12,710
                                                    -----------   -----------   -----------   -----------
  Total other revenue                                   23,566        23,418        75,526        76,222
                                                    -----------   -----------   -----------   -----------
OTHER EXPENSE:
Salaries and employee benefits                          34,069        30,234       100,010        91,682
Net occupancy expense                                    4,647         4,317        13,504        12,375
Equipment expense                                        6,124         5,469        17,177        16,137
Telecommunications                                       1,868         1,573         5,193         5,078
Contribution to charitable foundation                                                              4,146
Restructuring and merger-related                         7,101          (150)        8,327         1,102
Other                                                   22,798        17,781        60,350        56,156
                                                    -----------   -----------   -----------   -----------
  Total other expense                                   76,607        59,224       204,561       186,676
                                                    -----------   -----------   -----------   -----------
  Income before income taxes                            16,871        38,901        94,649       110,336
Income tax expense                                       7,379        12,729        32,528        34,344
                                                    -----------   -----------   -----------   -----------
  Net income                                            $9,492       $26,172       $62,121       $75,992
                                                    ===========   ===========   ===========   ===========

Earnings per share:  Basic                               $0.11         $0.31         $0.73         $0.89
                                                    ===========   ===========   ===========   ===========
                     Diluted                             $0.11         $0.30         $0.73         $0.88
                                                    ===========   ===========   ===========   ===========

Dividends declared per common share                      $0.13         $0.12         $0.39         $0.36
                                                    ===========   ===========   ===========   ===========
<FN>
See accompanying notes to consolidated condensed financial statements.




                                   BANCORPSOUTH, INC.
                  Consolidated Condensed Statements of Cash Flows
                                     (Unaudited)
                                                              Nine Months Ended
                                                                September 30
                                                              2000         1999
                                                       ------------  -----------
                                                              (In thousands)
                                                              
Net cash provided by operating activities                   $97,366     $109,074

Investing activities:
Proceeds from calls and maturities of
  held-to-maturity securities                               200,682      204,072
Proceeds from calls and maturities of
  available-for-sale securities                             564,487    1,094,952
Proceeds from sales of
  held-to-maturity securities                                     -        9,040
Proceeds from sales of
  available-for-sale securities                              25,042       52,356
Purchases of  held-to-maturity securities                  (290,928)    (379,118)
Purchases of  available-for-sale securities              (1,129,426)  (1,030,678)
Net increase in short-term investments                       35,875       82,370
Net increase in loans                                      (484,171)    (488,491)
Proceeds from sale of student loans                          90,483          -
Purchases of premises and equipment                         (31,222)     (17,006)
Proceeds from sale of premises and equipment                  3,124        1,193
Other, net                                                   75,107      (27,575)
                                                       ------------  -----------
Net cash used by investing activities                      (940,947)    (498,885)
                                                       ------------  -----------

Financing activities:
Net increase in deposits                                    321,427      238,539
Net (decrease) increase in short-term
  borrowings and other liabilities                          503,745      185,505
Advances on long-term debt                                   17,150          -
Repayment of long-term debt                                 (17,595)     (29,503)
Acquisition of treasury stock                               (28,310)     (857.00)
Payment of cash dividends                                   (22,042)     (28,811)
Exercise of stock options                                       902           51
                                                       ------------  -----------
Net cash provided by financing activities                   775,277      364,924
                                                       ------------  -----------

Decrease in cash and cash equivalents                       (68,304)     (24,887)
Cash and cash equivalents at beginning of
  period                                                    341,611      293,601
                                                       ------------  -----------
Cash and cash equivalents at end of period                 $273,307     $268,714
                                                       ============  ===========
<FN>
See accompanying notes to consolidated condensed financial statements.



                            BANCORPSOUTH, INC.
             Notes to Consolidated Condensed Financial Statements
                               (Unaudited)

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION AND
PRINCIPALS OF CONSOLIDATION

The accompanying unaudited consolidated condensed financial statements have
been prepared in accordance with the accounting policies in effect as of
December 31, 1999, as set forth in the annual consolidated financial
statements of BancorpSouth, Inc. (the "Company"), as of such date.  In the
opinion of management, all adjustments necessary for a fair presentation of
the consolidated condensed financial statements have been included and all
such adjustments were of a normal recurring nature.  The results of
operations for the three and nine month periods ended September 30, 2000 are
not necessarily indicative of the results to be expected for the full year.

The consolidated condensed financial statements include the accounts of the
Company and its wholly-owned subsidiary, BancorpSouth Bank (the "Bank"), and
the Bank's wholly-owned subsidiaries, Century Credit Life Insurance Company,
Personal Finance Corporation, Valley Finance, Inc., Eagle Premium Assistance
Corporation, BancorpSouth Insurance Services of Mississippi, Inc.,
BancorpSouth Insurance Services of Tennessee, Inc., BancorpSouth Insurance
Services of Alabama, Inc. and BancorpSouth Investment Services, Inc.

NOTE 2 - LOANS

The composition of the loan portfolio by collateral type is detailed below:



                                 September 30,       December 31,
                           ------------------------ ------------
                               2000        1999         1999
                           ------------ ----------- ------------
                                       (In thousands)
                                          
Commercial and agricultural   $767,791    $754,539     $712,799
Consumer and installment     1,090,682   1,181,800    1,197,277
Real estate mortgage:
   1-4 Family                1,550,766   1,385,773    1,429,193
   Other                     2,262,232   1,928,305    2,014,979
Lease financing                281,453     225,659      258,811
Other                           37,150      27,564       12,984
                           ------------ ----------- ------------
     Total                  $5,990,074  $5,503,640   $5,626,043
                           ============ =========== ============





The following table presents information concerning non-performing loans:


                                September 30,  December 31,
                                      2000           1999
                                -------------  ------------
                                        (In thousands)
                                          
Non-accrual loans                   $21,171       $13,352
Loans 90 days or more past due       18,318        17,311
Restructured loans                      913         1,125
                                -------------  ------------
Total non-performing loans          $40,402       $31,788
                                =============  ============


NOTE 3 - ALLOWANCE FOR CREDIT LOSSES

The following schedule summarizes the changes in the allowance for credit
losses for the periods indicated:


                                Nine month periods     Year ended
                                ended September 30,   December 31,
                                -------------------   ------------
                                   2000       1999         1999
                                --------  ---------   ------------
                                          (In thousands)
                                               
Balance at beginning of period  $74,232    $68,385        $68,385
Provision charged to expense     20,669     12,643         17,812
Recoveries                        3,485      2,638          3,637
Loans charged off               (20,286)   (10,820)       (16,602)
Acquisitions                          -      1,000          1,000
                                --------  ---------   ------------
Balance at end of period        $78,100    $73,846        $74,232
                                ========  =========   ============


NOTE 4 - PER SHARE DATA

The computation of basic earnings per share is based on the weighted average
number of common shares outstanding.  The computation of diluted earnings
per share is based on the weighted average number of common shares
outstanding plus the shares resulting from the assumed exercise of all
outstanding stock options using the treasury stock method.


The following table provides a reconciliation of the numerators and
denominators of the basic and diluted earnings per share computations for
the periods as shown.



                                                   Three Months Ended September 30,
                           --------------------------------------------------------------------------------
                                              2000                                      1999
                           --------------------------------------  ----------------------------------------
                             Income          Shares     Per Share      Income          Shares     Per Share
                           (Numerator)    (Denominator)  Amount      (Numerator)    (Denominator)  Amount
                           --------------  ------------  --------  ----------------  ------------  --------
                                                (In thousands, except per share amounts)
                                                                                
Basic EPS
Income available to
   common shareholders            $9,492        84,077     $0.11           $26,172        85,590     $0.31
                                                         ========                                  ========
Effect of dilutive stock
  options                              -           321                           -           433
                           --------------  ------------            ----------------  ------------

Diluted EPS
Income available to
   common shareholders
   plus assumed exercise          $9,492        84,398     $0.11           $26,172        86,023     $0.30
                           ==============  ============  ========  ================  ============  ========





                                                   Nine Months Ended September 30,
                           --------------------------------------------------------------------------------
                                              2000                                      1999
                           --------------------------------------------------------------------------------
                             Income          Shares     Per Share      Income          Shares     Per Share
                           (Numerator)    (Denominator)  Amount      (Numerator)    (Denominator)  Amount
                           --------------  ------------  --------  ----------------  ------------  --------
                                                (In thousands, except per share amounts)
                                                                                
Basic EPS
Income available to
   common shareholders           $62,121        84,651     $0.73           $75,992        85,568     $0.89
                                                         ========                                  ========
Effect of dilutive stock
  options                               -          344                            -          448
                           --------------  ------------            ----------------  ------------

Diluted EPS
Income available to
   common shareholders
   plus assumed exercise         $62,121        84,995     $0.73           $75,992        86,016     $0.88
                           ==============  ============  ========  ================  ============  ========



NOTE 5 - COMPREHENSIVE INCOME

The following table presents the components of other comprehensive income
and the related tax effects allocated to each component for the periods
indicated.


                                                   Three months ended September 30,
                                     -------------------------------------------------------------
                                                 2000                          1999
                                     ------------------------------  -----------------------------
                                       Before     Tax       Net      Before     Tax       Net
                                        tax    (expense)   of tax     tax    (expense)   of tax
                                       amount   benefit    amount    amount   benefit    amount
                                     ---------- --------- --------- --------- --------- ----------
                                                           (In thousands)
                                                                     
Unrealized gains on securities
 Unrealized gains (losses) arising
   during  holding period              $18,652   ($7,134)  $11,518   ($7,056)   $2,699   ($4,357)
 Less:  Reclassification adjustment
    for gains realized in net income      (137)       52       (85)      (31)       12       (19)
                                     ---------- --------- --------- --------- --------- ----------
Other comprehensive income (loss)      $18,515   ($7,082)   11,433   ($7,087)   $2,711   ($4,376)
                                     ========== =========           ========= =========
Net income                                                   9,492                        26,172
                                                          ----------                    ----------
Comprehensive income                                       $20,925                       $21,796
                                                          ==========                    ==========



                                                   Nine months ended September 30,
                                    -------------------------------------------------------------
                                                 2000                          1999
                                    ------------------------------  -----------------------------
                                       Before     Tax       Net      Before     Tax       Net
                                        tax    (expense)   of tax     tax    (expense)   of tax
                                       amount   benefit    amount    amount   benefit    amount
                                    ---------- --------- --------- --------- --------- ----------
                                                           (In thousands)
                                                                     
Unrealized gains on securities
 Unrealized gains (losses) arising
   during  holding period              $11,469   ($4,387)   $7,082   ($6,060)   $2,318   ($3,742)
 Less:  Reclassification adjustment
    for gains realized in net income        20        (8)       12    (4,176)    1,597    (2,579)
                                     ---------- --------- --------- --------- --------- ----------
Other comprehensive income (loss)      $11,489   ($4,395)    7,094  ($10,236)   $3,915   ($6,321)
                                     ========== =========           ========= =========
Net income                                                  62,121                        75,992
                                                         ----------                    ----------
Comprehensive income                                       $69,215                       $69,671
                                                         ==========                    ==========



NOTE 6 - BUSINESS COMBINATIONS

On February 26, 1999, the Company completed its merger with The HomeBanc
Corporation.  The Company issued approximately 2.1 million shares of common
stock in the merger that was accounted for as a pooling of interests.  The
Company's financial statements for all periods presented include the
consolidated accounts of The HomeBanc Corporation.

On June 30, 1999, the Company completed its merger with the Stewart Sneed
Hewes Group.  The Company issued approximately 1.3 million shares of common
stock in the merger that was accounted for as a pooling of interests.  The
Company's financial statements for all periods presented include the
consolidated accounts of the Stewart Sneed Hewes Group.

On August 31, 2000, the Company completed its merger with First United
Bancshares, Inc.  The Company issued approximately 28.5 million shares of
common stock in the merger that was accounted for as a pooling of interests.
The Company's financial statements for all periods presented include the
consolidated accounts of First United Bancshares, Inc.

NOTE 7 - RECENT PRONOUNCEMENTS

Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities," as amended by SFAS No. 137,
established accounting and reporting standards for derivative instruments
and hedging activities and requires recognition of all derivatives as either
assets or liabilities measured at fair value.  This statement will be
adopted for the year 2001.  The impact of adopting the provisions of this
statement on the Company's financial position, results of operations and
cash flow subsequent to the effective date is not currently estimable and
will depend on the financial position of the Company and the nature and
purpose of the derivative instruments in use by management at that time.

NOTE 8 - SEGMENT REPORTING

The Company's principal activity is community banking, which includes
providing a full range of deposit products, commercial loans and consumer
loans.  General corporate and other includes leasing, mortgage lending,
trust services, credit card activities, insurance services, investment
services and other activities not allocated to community banking.

Results of operations and selected financial information by operating
segment for the three month periods ended September 30, 2000 and 1999 are
presented below:



                                                                     General
                                                        Community   Corporate
                                                         Banking    and Other     Total
                                                      ----------- ----------- -------------
                                                     (In thousands)
                                                                     
Three Months Ended September 30, 2000
Results of Operations
Net interest revenue                                      $66,752     $13,816       $80,568
Provision for credit losses                                 9,996         660        10,656
- -------------------------------------------------------------------------------------------
Net interest income after provision for credit losses      56,756      13,156        69,912
Other revenue                                              13,832       9,734        23,566
Other expense                                              64,258      12,349        76,607
- -------------------------------------------------------------------------------------------
Income before income taxes                                  6,330      10,541        16,871
Income taxes                                                2,769       4,610         7,379
- -------------------------------------------------------------------------------------------
Net income                                                 $3,561      $5,931        $9,492
Selected Financial Information
Identifiable assets                                    $8,699,321    $602,281    $9,301,602
Depreciation & amortization                                 5,210         529         5,739

Three Months Ended September 30, 1999
Results of Operations
Net interest revenue                                      $66,018     $13,487       $79,505
Provision for credit losses                                 3,552       1,246         4,798
- -------------------------------------------------------------------------------------------
Net interest income after provision for credit losses      62,466      12,241        74,707
Other revenue                                              13,981       9,437        23,418
Other expense                                              48,421      10,803        59,224
- -------------------------------------------------------------------------------------------
Income before income taxes                                 28,026      10,875        38,901
Income taxes                                                9,171       3,558        12,729
- -------------------------------------------------------------------------------------------
Net income                                                $18,855      $7,317       $26,172
Selected Financial Information
Identifiable assets                                    $7,725,948    $619,915    $8,345,863
Depreciation & amortization                                 4,785         417         5,202


Results of operations and selected financial information by operating
segment for the nine month periods ended September 30, 2000 and 1999 are
presented below:




                                                                     General
                                                        Community   Corporate
                                                         Banking    and Other      Total
                                                      ----------- ----------- -------------
                                                       (In thousands)
                                                                     
Nine Months Ended September 30, 2000
Results of Operations
Net interest revenue                                     $203,477     $40,876      $244,353
Provision for credit losses                                19,215       1,454        20,669
- -------------------------------------------------------------------------------------------
Net interest income after provision for credit losses     184,262      39,422       223,684
Other revenue                                              42,778      32,748        75,526
Other expense                                             167,493      37,068       204,561
- -------------------------------------------------------------------------------------------
Income before income taxes                                 59,547      35,102        94,649
Income taxes                                               20,465      12,063        32,528
- -------------------------------------------------------------------------------------------
Net income                                                $39,082      23,039       $62,121
Selected Financial Information
Identifiable Assets                                    $8,699,321    $602,281    $9,301,602
Depreciation & amortization                                14,722       1,391        16,113

Nine Months Ended September 30, 1999
Results of Operations
Net interest revenue                                     $193,608     $39,825      $233,433
Provision for credit losses                                10,185       2,458        12,643
- -------------------------------------------------------------------------------------------
Net interest income after provision for credit losses     183,423      37,367       220,790
Other revenue                                              45,114      31,108        76,222
Other expense                                             153,342      33,334       186,676
- -------------------------------------------------------------------------------------------
Income before income taxes                                 75,195      35,141       110,336
Income taxes                                               23,406      10,938        34,344
- -------------------------------------------------------------------------------------------
Net income                                                $51,789      24,203       $75,992
Selected Financial Information
Identifiable Assets                                    $7,726,948    $618,915    $8,345,863
Depreciation & amortization                                14,184       1,180        15,364




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

The following discussion provides certain information concerning the
consolidated financial condition and results of operations of the Company.
This discussion should be read in conjunction with the unaudited
consolidated condensed financial statements for the periods ended September
30, 2000 and 1999, found elsewhere in this Report.  Financial information
for all prior periods presented have been restated to include the results of
operations and financial condition of entities acquired by the Company
during 1999 and 2000 in mergers accounted for as poolings of interests.  See
Note 6 to the Company's consolidated condensed financial statements included
elsewhere in the Report for additional information about these mergers.

RESULTS OF OPERATIONS
- ---------------------
Net Income
- ----------

The Company reported diluted year-to-date earnings per share (including
restructuring, merger-related and other charges) of $0.73 and $0.88 for the
nine months ended September 30, 2000 and 1999, respectively, on earnings of
$62.12 million and $75.99 million, respectively.  On a quarterly basis,
diluted earnings per share (including restructuring, merger-related and
other charges) were $0.11 and $0.30, respectively, for the quarters ended
September 30, 2000 and 1999.  The annualized returns on average assets for
the nine months ended September 30, 2000 and 1999 were 0.96% and 1.26%,
respectively.
For the three months ended September 30, 2000 and 1999, the annualized
returns on average assets were 0.43% and 1.27%, respectively.

Diluted operating earnings per share were $0.86 and $0.89 for the nine month
periods ended September 30, 2000 and 1999, respectively.  Operating
earnings, which consists of net income excluding restructuring, merger-
related and other charges, totaled $73.75 million for the nine months ended
September 30, 2000, a decrease of 4.18% from operating earnings of $76.97
million for the same period of 1999.  Diluted operating earnings per share
were $0.24 and $0.30 for the quarters ended September 30, 2000 and 1999,
respectively.
Operating earnings totaled $20.21 million for the third quarter of 2000, a
decrease of 22.33% from $26.02 million in the third quarter of 1999.

Net Interest Revenue
- --------------------

Net interest revenue, the difference between interest earned on assets and
the cost of interest-bearing liabilities, is the largest component of the
Company's net income.  For purposes of this discussion, all interest revenue
has been adjusted to a fully taxable equivalent basis.  The primary items of
concern in managing net interest revenue are the mix and maturity balance
between interest-sensitive assets and liabilities.

Net interest revenue was $83.64 million for the three months ended September
30, 2000, compared to $82.21 million for the same period in 1999,
representing an increase of 1.74%. For the first nine months of 2000 and
1999, net interest revenue was $253.37 million and $242.26 million,
respectively, representing an increase of 4.59%.  Earning assets averaged
$8.35 billion in the third quarter of 2000, compared with $7.72 billion in
the third quarter of 1999, representing an increase of 8.21%. Earning assets
for the first nine months of 2000 averaged $8.09 billion, compared to $7.53
billion in 1999, representing an increase of 7.44%. Average interest-bearing
liabilities were $7.09 billion in the third quarter of 2000, compared with
$6.49 billion in the third quarter of 1999, representing an increase of
9.25%. Average interest-bearing liabilities were $6.84 billion for the first
nine months of 2000 compared to $6.30 billion for the same period in 1999,
representing an increase of 8.51%.

Net interest revenue, expressed as a percentage of average earning assets,
was 3.98% for the third quarter of 2000 as compared to 4.23% for the same
period of 1999 and 4.18% for the first nine months of 2000, compared to
4.30% for the same period in 1999.

Provision for Credit Losses
- ---------------------------

The provision for credit losses is the cost of providing an allowance or
reserve for estimated probable losses on loans.  The amount for each
accounting period is dependent upon many factors, including loan growth, net
charge-offs, changes in the composition of the loan portfolio,
delinquencies, management's assessment of loan portfolio quality, the value
of collateral and general economic factors.  The process of determining the
adequacy of the provision requires that management make material estimates
and assumptions that are particularly susceptible to significant change.
Future additions to the allowance for credit losses may be necessary based
upon changes in economic conditions. In addition, various regulatory
agencies, as an integral part of their examination process, periodically
review the Company's allowance for credit losses.  These agencies may
require the Company to recognize changes to the allowance based on their
judgments about information available to them at the time of their
examination.

The provision for credit losses totaled $10.66 million for the third quarter
of 2000 compared to $4.80 million for the same period of 1999, representing
an increase of 122.09%. For the nine-month periods ended September 30, 2000
and 1999, the provision for credit losses totaled $20.67 million and $12.64
million, respectively, representing an increase of 63.48%.  During 2000 the
provision for credit losses increased primarily to reflect a charge of $6.11
million made in the third quarter of 2000 to provide for probable losses in
the loan portfolio acquired in the merger of First United utilizing
methodologies employed by the Company and as a result of the increase in non-
performing assets at First United.  Loans charged off, net of recoveries,
increased approximately $10.24 million during the first nine months of 2000,
when compared to the same period of 1999, as the credit policies of First
United were conformed to those of the Company.

Other Revenue
- -------------

Other revenue for the quarter ended September 30, 2000 totaled $23.57
million, compared to $23.42 million for the same period of 1999, an increase
of 0.63%.  For the nine months ended September 30, 2000 and 1999, other
revenue was $75.53 million and $76.22 million, respectively, a decrease of
0.91%.   Revenue from mortgage lending activities decreased 33.11%, from
$3.73 million to $2.49 million, during the three months ended September 30,
2000 when compared to the same period of 1999.  The decrease was primarily
due to higher mortgage interest rates during 2000, which resulted in
decreased mortgage loan originations when compared to the same periods of
1999.  Service charge revenue increased 9.88%, from $9.30 million to $10.21
million, for the third quarter of 2000 when compared to the third quarter of
1999 and increased 11.51%, from $26.50 million to $29.55 million for the
nine months ended September 30, 2000 when compared to the same period of
1999. Insurance service fees increased 12.87%, from $3.29 million to $3.72
million, for the third quarter of 2000 when compared to the third quarter of
1999 and increased 8.70%, from $10.29 million to $11.19 million for the nine
months ended September 30, 2000 when compared to the same period of 1999.

The Company established a charitable foundation in the first quarter of
1999. Appreciated equity securities were contributed by the Company to
initially fund the foundation.  This transaction resulted in one-time
securities gains of approximately $4.14 million, which are reflected in the
results for the nine months ended September 30, 1999.

Other revenue for the first nine months of 2000 includes a $2.6 million gain
that resulted from the Bank's sale of $85.7 million in student loans in the
first quarter of 2000.  The Bank continues to originate student loans and
intends to rebuild its portfolio of student loans.

Other Expense
- -------------

Other expense totaled $76.61 million for the third quarter of 2000, a 29.35%
increase from $59.22 million for the same period of 1999. For the nine
months ended September 30, 2000, other expense totaled $204.56 million, a
9.58% increase from $186.68 million for the same period in 1999.  In the
third quarter of 2000, the Company recorded restructuring, merger-related
and other charges of approximately $9.28 million.  This amount consisted of
termination and change of control payments ($2.01 million), professional
fees ($2.62 million), contract termination fees ($1.91 million) and other
miscellaneous costs ($2.74 million).  Restructuring, merger-related and
other charges for the nine months ended September 30, 2000, totaled $10.50
million and consisted of termination and change of control payments ($2.01
million), professional fees ($3.67 million), contract termination fees
($1.91 million) and other miscellaneous costs ($2.91 million).  The Company
had merger-related expenses of $1.1 million during the nine months ended
September 30, 1999.  At September 30, 2000, the balance in accrued
restructuring, merger-related and other charges was $3.83 million, which
consisted of termination and change of control payments ($1.78 million),
professional fees ($40 thousand), contract termination fees ($1.91 million)
and other miscellaneous costs ($103 thousand).

A significant component of other expense in the nine months ended September
30, 1999 was the contribution by the Company of appreciated equity
securities with an aggregate market value of approximately $4.15 million in
connection with the Company's establishment of a charitable foundation
during the first quarter of 1999, as discussed in "Other Revenue" above.

The other components of other expense reflect normal increases and general
inflation in the cost of services and supplies purchased by the Company.


Income Tax
- ----------

Income tax expense was $7.38 million and $12.73 million for the third
quarter of 2000 and 1999, respectively, a decrease of 42.03%. For the nine
month period ended September 30, 2000, income tax expense was $32.53 million
compared to $34.34 million for the same period in 1999, representing a
decrease of 5.27%.  The effective tax rates for the third quarter of 2000
and 1999 were 43.74% and 32.72%, respectively, and 34.37% and 31.13% for the
nine months ended September 30, 2000 and 1999, respectively.  The increases
in the effective tax rates were primarily due to nondeductible merger-
related charges.

FINANCIAL CONDITION
- -------------------

Earning Assets
- --------------

The percentage of earning assets to total assets measures the effectiveness
of management's efforts to invest available funds into the most efficient
and profitable uses.  Earning assets at September 30, 2000 were $8.72
billion, or 93.74% of total assets, compared with $7.81 billion, or 92.56%
of total assets, at December 31, 1999.

The securities portfolio is used to make various term investments, to
provide a source of liquidity and to serve as collateral to secure certain
types of deposits. Held-to-maturity securities at September 30, 2000 were
$1.17 billion, compared with $1.03 billion at the end of 1999, a 13.44%
increase.  Available-for-sale securities were $1.51 billion at September 30,
2000, compared to $1.08 billion at December 31, 1999, a 39.36% increase.
The increase in the securities portfolio is part of the Company's plan to
restructure its securities portfolio following the merger with First United.
Approximately $600 million in securities were purchased in the third quarter
of 2000 and funded with short-term borrowings from the Federal Home Loan
Bank. In the fourth quarter of 2000, approximately $680 million in
securities acquired from First United have been sold with a realized loss of
approximately $15.6 million and the proceeds have been used to pay of the
Federal Home Loan Bank borrowings.

The Bank's loan portfolio makes up the largest single component of the
Company's earning assets.  The Bank's lending activities include both
commercial and consumer loans.  Loan originations are derived from a number
of sources, including direct solicitation by the Bank's loan officers, real
estate broker referrals, mortgage loan companies, current savers and
borrowers, builders, attorneys, walk-in customers and, in some instances,
other lenders.  The Bank has established disciplined and systematic
procedures for approving and monitoring loans that vary depending on the
size and nature of the loan.  Loans, net of unearned discount, totaled $5.92
billion at September 30, 2000, which represents a 6.87% increase from the
December 31, 1999 total of $5.54 billion.

At September 30, 2000, the Company did not have any concentrations of loans
in excess of 10% of total loans outstanding.  Loan concentrations are
considered to exist when there are amounts loaned to a multiple number of
borrowers engaged in similar activities that would cause them to be
similarly impacted by economic or other conditions.  However, the Company
does conduct business in a geographically concentrated area.  The ability of
the Company's borrowers to repay loans is to some extent dependent upon the
economic conditions prevailing in the Company's market area.

In the normal course of business, management becomes aware of possible
credit problems in which borrowers exhibit potential for the inability to
comply with the contractual terms of their loans, but which do not currently
meet the criteria for disclosure as potential problem loans because
management currently does not have serious doubt as to the borrowers'
ability to comply with the loan terms.  Historically, some of these loans
are ultimately restructured or placed in non-accrual status.

The Company's policy provides that loans, other than installment loans, are
generally placed on non-accrual status if, in management's opinion, payment
in full of principal or interest is not expected, or when payment of
principal or interest is more than 90 days past due, unless the loan is both
well secured and in the process of collection.  Non-performing loans were
0.68% of all loans outstanding at September 30, 2000 and 0.57% of all loans
outstanding at December 31, 1999.

Allowance for Credit Losses
- ---------------------------

The Company attempts to maintain the allowance for credit losses at a level
that, in the opinion of management, is adequate to meet the estimated
probable losses on its current portfolio of loans.  Management's judgement
is based on a variety of factors that include examining probable losses in
specific credits and considering the current risks associated with lending
functions such as current economic conditions, business trends in the
Company's region and nationally, historical experience as related to losses,
changes in the mix of the loan portfolio and credits which bear substantial
risk of loss, but which cannot be readily quantified.  Material estimates
that are particularly susceptible to significant change in the near term are
a necessary part of this process.  Future additions to the allowance may be
necessary based on changes in economic conditions.  In addition, various
regulatory agencies, as an integral part of their examination process,
periodically review the Company's allowance for credit losses.  These
agencies may require the Company to record changes to the allowance based on
their judgments about information available to them at the time of their
examination.

Management does not believe the allowance for credit losses can be
fragmented by category of loans with any precision that would be useful to
investors, but is doing so in this report only in an attempt to comply with
disclosure requirements of regulatory agencies.  The allocation of allowance
by loan category is based, in part, on evaluations of specific loans' past
history and on economic conditions within specific industries or geographical
areas.  Accordingly, since all of these conditions are subject to change, the
allocation is not necessarily indicative of the breakdown of any future
allowance or losses.  The following table presents (a) the allocation of the
allowance for credit losses by loan category and (b) the percentage of total
loans for each category in the loan portfolio for the dates indicated.



                                          September 30,                                           December 31,
                             ------------------------------------------------------- --------------------------
                                          2000                        1999                        1999
                             -------------------------- ---------------------------- --------------------------
                              ALLOWANCE                   ALLOWANCE                   ALLOWANCE
                                 FOR           % OF          FOR           % OF          FOR           % OF
                             CREDIT LOSSES  TOTAL LOANS  CREDIT LOSSES  TOTAL LOANS  CREDIT LOSSES  TOTAL LOANS
                             ------------- ------------- ------------- ------------- ------------- ------------
                                                              (Dollars in thousands)
                                                                                
Commercial and agricultural      $20,508         12.82%      $11,095         13.71%      $11,127         12.67%
Consumer and installment          37,296         18.21%       25,075         21.47%       22,231         21.28%
Real estate mortgage              19,283         63.66%       32,234         60.22%       32,897         61.22%
Lease financing                      686          4.70%        3,050          4.10%        3,196          4.60%
Other                                327          0.61%        2,392          0.50%        4,781          0.23%
                             ------------- ------------- ------------- ------------- ------------- ------------
     Total                       $78,100        100.00%      $73,846        100.00%      $74,232        100.00%
                             ============= ============= ============= ============= ============= ============




The following table provides an analysis of the allowance for credit losses
for the periods indicated.



                                                                              Twelve months ended
                                                       Nine months ended           December 31,
                                                         September 30,
                                                 -------------------------
                                                      2000          1999                 1999
                                                 -----------  ------------      -----------------
                                                              (Dollars in thousands)
                                                                       
Balance, beginning of period                       $74,232       $68,385              $68,385

Loans charged off:
Commercial and agricultural                         (5,171)       (1,350)              (2,565)
Consumer & installment                             (11,676)       (8,169)             (12,007)
Real estate mortgage                                (3,263)       (1,286)              (1,936)
Lease financing                                       (176)          (15)                 (94)
                                                -----------  ------------      -----------------
  Total loans charged off                          (20,286)      (10,820)             (16,602)
                                                -----------  ------------      -----------------

Recoveries:
Commercial and agricultural                            888           616                  833
Consumer & installment                               1,948         1,681                2,411
Real estate mortgage                                   626           311                  334
Lease financing                                         23            30                   59
                                                -----------  ------------      -----------------
  Total recoveries                                   3,485         2,638                3,637
                                                -----------  ------------      -----------------

Net charge-offs                                    (16,801)       (8,182)             (12,965)

Provision charged to operating expense              20,669        12,643               17,812
Acquisitions                                           -           1,000                1,000
                                                -----------  ------------      -----------------
Balance, end of period                             $78,100       $73,846              $74,232
                                                ===========  ============      =================

Average loans for period                        $5,707,257    $5,129,560    $       5,211,539
                                                ===========  ============      =================

RATIOS:
Net charge offs to average loans-annualized           0.39%         0.21%                0.25%
                                                ===========  ============      =================





Deposits and Other Interest-bearing Liabilities
- -----------------------------------------------

Deposits originating within the communities served by the Bank continue to
be the Company's primary source of funding its earning assets.  Total
deposits at September 30, 2000 were $7.39 billion as compared to $7.07
billion at December 31, 1999, representing a 4.55% increase.  Non-interest
bearing demand deposits increased by $40.84 million, or 4.23%, from $966.49
million to $1.01 billion, while interest-bearing demand, savings and time
deposits grew $280.59 million, or 4.60%, from $6.10 billion to $6.38
billion, from December 31, 1999 to September 30, 2000.

LIQUIDITY
- ---------

Liquidity is the ability of the Company to fund the needs of its borrowers,
depositors and creditors.  The Company's traditional sources of liquidity
include maturing loans and investment securities, purchased federal funds
and its base of core deposits.  Management believes these sources are
adequate to meet the Company's liquidity needs for normal operations.

The Company continues to pursue a lending policy stressing adjustable rate
loans, in furtherance of its strategy for matching interest sensitive assets
with an increasingly interest sensitive liability structure.

CAPITAL RESOURCES
- -----------------

The Company is required to comply with the risk-based capital requirements
of the Board of Governors of the Federal Reserve System.  These requirements
apply a variety of weighting factors, which vary according to the level of
risk associated with the particular assets.  At September 30, 2000, the
Company's Tier 1 capital and total capital, as a percentage of total risk-
adjusted assets, were 11.85% and 13.10%, respectively.  Both ratios exceed
the required minimum levels for these ratios of 4.0% and 8.0%, respectively.
In addition, the Company's Tier 1 leverage capital ratio (Tier 1 capital
divided by total assets, less goodwill) was 8.35% at September 30, 2000,
compared to the required minimum Tier 1 leverage capital ratio of 3%.

The Company's current capital position continues to provide it with a level
of resources available for the acquisition of depository institutions and
businesses closely related to banking in the event opportunities arise.

RECENT DEVELOPMENTS
- -------------------

On October 31, 2000, the Company acquired Texarkana First Financial
Corporation ("FFC"), through a merger of FFC into the Company
and a merger of FFC's subsidiary savings and loan association into the Bank,
in exchange for an aggregate of $37.5 million in cash.  FFC, which had
approximately $216.0 million in total assets at June 30, 2000, was
headquartered in Texarkana, Arkansas and was the parent company for First
Federal Saving and Loan Association of Texarkana.  The merger is being
accounted for as a purchase.



ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

During the three months ended September 30, 2000, there were no material
changes to the quantitative and qualitative disclosures about market risks
presented in the Annual Reports on Form 10-K for the year ended December 31,
1999, of the Company and of First United Bancshares, Inc. ("First United").
First United merged into the Company on August 31, 2000.  Management
believes that the merger did not result in a material qualitative change in
the Company's market risk exposures.


                                 PART II
                            OTHER INFORMATION

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS
- ---------------------------------------------------
     On October 10, 2000, the Company issued 95,000 shares of its common
stock to the sole shareholder of Pittman Insurance and Bonding, Inc. (the
"Pittman Agency"), an insurance agency operating in Jackson, Mississippi, in
connection with the merger of the Pittman Agency into a subsidiary of the
Company.  These shares were offered and sold in reliance upon an exemption
from registration contained in Section 4(2) of the Securities Act of 1933.
No underwriters were used to accomplish this transaction.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- -------------------------------------------------------------
     A special meeting of shareholders of the Company was held on Thursday,
August 24, 2000.  At this meeting, the Company's shareholders voted on and
approved the Agreement and Plan of Merger, dated as of April 16, 2000, and
amended as of May 15, 2000, between First United Bancshares, Inc. and the
Company, which provided for the merger of First United Bancshares, Inc. with
and into the Company.  The results of the vote was a follows:

     Votes Cast         Votes Cast          Abstentions/
      in Favor     Against or Withheld       Non Votes
     ----------    -------------------      ------------
     40,671,687          430,681              203,479


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
- ------------------------------------------

(a)   Exhibits

(3.1)  Restated Articles of Incorporation of the Company  (filed as
       Exhibit 3.1 to the Company's Registration Statement on Form S-4
       (Registration No. 33-88274) filed on January 5, 1995, and
       incorporated herein by reference)
(3.2)  Amendment to Restated Articles of Incorporation of the Company
       (filed as Exhibit 3.2 to the Company's Registration Statement on Form
       S-4 (Registration No. 33-88274) filed on January 5, 1995, and
       incorporated herein by reference)
(3.3)  Bylaws of the Company (filed as Exhibit 3(b) to the Company's
       Annual Report on Form 10-K for the year ended December 31, 1998 (file
       No. 0-10826) and incorporated herein by reference
(27.1) Financial Data Schedule for the period ended September 30, 2000.
(27.2) Restated Financial Data Schedule for the period ended September 30,
       1999.

(b) Reports on Form 8-K

A report on Form 8-K was filed July 24, 2000 reporting under Item 5, "Other
Events" and Item 7, "Financial Statements and Exhibits."

A report on Form 8-K was filed August 31, 2000 reporting under Item 5,
"Other Events" and Item 7, "Financial Statements and Exhibits."

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 thereunto duly authorized.

                                        BancorpSouth, Inc.
                                        ----------------------------------
                                        (Registrant)

DATE:  November 13, 2000                /S/ L. Nash Allen, Jr.
                                        ----------------------------------
                                        L. Nash Allen, Jr.
                                        Treasurer and
                                        Chief Financial Officer