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                                                                       Exhibit 5





                                        September 12, 1996





Hancock Holding Company
One Hancock Plaza
2510 14th Street
Gulfport, MS 39501

Gentlemen:

       We have acted as counsel for Hancock Holding Company, a Mississippi
corporation (the "Company") in connection with the filing of its Registration
Statement on Form S-8 (the "Registration Statement") on or about September 10,
1996 for the registration of 500,000 shares of Common Stock, par value $3.33
per share, of the Company under the Securities Act of 1933.  The Registration
Statement is being filed in connection with the Company's offering such shares
pursuant to the Company's 1996 Long-Term Incentive Plan (the "Plan").

       We have examined the Articles of Incorporation and the amendments
thereto, Bylaws, Corporate Minutes and other corporate records and proceedings
of the Company relating to its organization and present corporate status and
such other corporate records and documents as we have deemed relevant for
purposes of this opinion.

       Based on the foregoing, it is our opinion that the shares of Common
Stock, par value $3.33 per share, of the Company proposed to be offered by the
Prospectus, when issued and sold in accordance with the terms and conditions of
the Plan and the Registration Statement shall have become effective and will be
legally issued, fully paid and non assessable shares of Common Stock of the
Company.

       The Opinion shall be limited to the laws of the State of Mississippi and
the federal laws of the United States of America.

       We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus comprising Part I of the Registration Statement.


                                           Very truly yours,



                                           /s/ Watkins Ludlam & Stennis, P.A.
                                           WATKINS LUDLAM & STENNIS, P.A.