EXHIBIT 99.2

                               BANCORPSOUTH, INC.

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Report of BancorpSouth, Inc. (the "Company") on
Form 10-Q for the quarter ended June 30, 2002, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, L. Nash Allen, Jr.,
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350,
as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

         (1)      The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      Information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.



Date:  August 13, 2002                 /s/ L. Nash Allen, Jr.
                                       -----------------------------------------
                                       L. Nash Allen, Jr.,
                                       Chief Financial Officer