EXHIBIT 32.2

                               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 quarterly report on Form 10-Q for the quarter ended
September 30, 2004, as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), of BancorpSouth, Inc. (the "Company"), I, L. Nash
Allen, Jr., Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 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, as amended; and

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

November 8, 2004                          /s/ L. Nash Allen, Jr.
                                          -------------------------------------
                                          L. Nash Allen, Jr.
                                          Treasurer and Chief Financial Officer