1
                           INDEPENDENT AUDITOR'S CONSENT


The Board of Directors
BancorpSouth, Inc.:

We consent to incorporation by reference in the Registration Statement (No. 2-
88488) on Form S-8 of BancorpSouth, Inc. Salary Deferral - Profit Sharing 
Employee Stock Ownership Plan of our report dated May 11, 1998, relating to the 
statements of net assets available for plan benefits of BancorpSouth, Inc. 
Salary Deferral - Profit Sharing Employee Stock Ownership Plan as of December 
31, 1997 and 1996, and the related statements of changes in net assets 
available for plan benefits for each of the three years in the period ended 
December 31, 1997, which report appears in the December 31, 1997 Annual 
Report on Form 10-K, as amended on June 30, 1998, of BancorpSouth, Inc.


                                   /s/ KPMG Peat Marwick LLP

Memphis, Tennessee
June 26, 1998