EXHIBIT 23

                          Independent Auditors' Consent

The Board of Directors
BancorpSouth, Inc.:

We consent to incorporation by reference in the Registration Statement (No.
333-28081) on Form S-4, the Registration Statements (Nos. 2-88488, 33-43796,
033-60699, 333-84389, 333-84395 and 333-88226) on Form S-8 and the Registration
Statements (Nos. 033-03009 and 333-72712) on Form S-3 of BancorpSouth, Inc. of
our report dated January 30, 2004, relating to the consolidated balance sheets
of BancorpSouth, Inc. and subsidiaries as of December 31, 2003 and 2002, and the
related consolidated statements of income, shareholders' equity and
comprehensive income, and cash flows for each of the years in the three-year
period ended December 31, 2003, which report is included in the 2003 annual
report on Form 10-K of BancorpSouth, Inc.

                                           /s/ KPMG LLP

Memphis, Tennessee
March 11, 2004