1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (Fee Required)

For the fiscal year ended December 31, 1995 or
-----------------

[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (No Fee Required)

For the transition period from to
---------- -----------

Commission file number 0-10826
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BancorpSouth, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Mississippi 64-0659571
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

One Mississippi Plaza
Tupelo, Mississippi 38801
- ---------------------------------------- ------------------------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (601) 680-2000

Securities registered pursuant to Section 12(b) of the Act:

Name of Each Exchange on
Title of Each Class Which Registered
- ---------------------------------------- ------------------------------------
NONE NONE

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, $2.50 PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class)

(Cover Page Continues on Next Page)
2

(Continued from Cover Page)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter periods that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. [ ]

The aggregate market value of the voting stock held by non-affiliates
of the registrant as of January 31, 1996, was approximately $485,419,000 based
on the closing sale price as reported on the Nasdaq Stock Market.

On March 15, 1996, the registrant had outstanding 21,008,526 shares of
Common Stock, par value $2.50 per share.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Annual Report to Shareholders for the
fiscal year ended December 31, 1995, are incorporated by reference into Part II
of this Report.

Portions of the definitive Proxy Statement used in connection with
Registrant's Annual Meeting of Shareholders to be held April 23, 1996, are
incorporated by reference into Part III of this Report.

BANCORPSOUTH, INC.
FORM 10-K
For the Fiscal Year Ended December 31, 1995
CONTENTS
PART I

Item 1. Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Item 2. Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Item 4. Submission of Matters to a Vote of Security
Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
PART II

Item 5. Market for the Registrant's Common Stock
and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operation. . . . . . . . . . . . . . . . . . . . 22
Item 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . 22
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . 22
PART III

Item 10. Directors and Executive Officers of the
Registrant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Item 12. Security Ownership of Certain Beneficial
Owners and Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Item 13. Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . 25

PART IV

Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

PART I
Item 1. - Business

General

The Company is a bank and thrift holding company with commercial
banking and savings and loan operations in Mississippi and commercial
banking operations in Tennessee. Its principal subsidiaries are Bank
of Mississippi ("BOM"), Volunteer Bank ("VOL") and Laurel Federal
Savings and Loan Association ("LFSL"). The Company's principal
office is located at One Mississippi Plaza, Tupelo, Mississippi 38801
and its telephone number is (601) 680-2000.

Description of Business

BOM has its principal office in Tupelo, Lee County, Mississippi,
and conducts a general commercial banking and trust business through
90 offices in 43 municipalities or communities in 26 counties
throughout Mississippi. BOM has grown through the acquisition of
other banks, the purchase of assets from federal regulators and
through the opening of new branches and offices. In addition, BOM
operates consumer finance and credit life insurance subsidiaries. At
December 31, 1995, BOM was the fourth largest commercial bank in
Mississippi with total deposits of approximately $2.03 billion and
total assets of approximately $2.34 billion.

VOL has its principal office in Jackson, Madison County,
Tennessee, and conducts a general commercial banking and trust
business through 31 offices in 16 municipalities or communities in 12
counties in west Tennessee. VOL has grown through the acquisition of
other banks and through the opening of new branches and offices. In
addition, VOL operates consumer finance and credit life insurance
subsidiaries. At December 31, 1995, VOL was the thirteenth largest
commercial bank in Tennessee with total deposits of approximately
$671 million and total assets of approximately $788 million.

LFSL has its principal office in Laurel, Jones County,
Mississippi, and provides mortgage, consumer and commercial lending
and traditional thrift deposit services, including checking accounts
through 8 offices in 6 municipalities or communities in 5 counties in
southeast Mississippi. At December 31, 1995, LFSL had total deposits
of approximately $166 million and total assets of approximately $187
million.

The Company, through its subsidiaries, provides a range of financial
services to individuals and small-to-medium size businesses. Various types of
checking accounts, both interest bearing and non-interest bearing, are
available. Savings accounts and certificates of deposit with a range of
maturities and interest rates are available to meet the needs of customers.
Other services include safe deposit and night depository facilities. Limited
24-hour banking with automated teller machines is provided in most of its
principal markets. BOM is an issuing bank for MasterCard and overdraft
protection is available to approved MasterCard holders maintaining checking
accounts with the Company's subsidiary banks.

The Company offers a variety of services through the trust
departments of its subsidiary banks, including personal trust and
estate services, certain employee benefit accounts and plans,
including individual retirement accounts, and limited corporate trust
functions.

At December 31, 1995, the Company and its subsidiaries employed
approximately 1,880 persons. The Company and its subsidiaries are not
a party to any collective bargaining agreements, and employee
relations are deemed to be good.

Competition

Vigorous competition exists in all major areas where the Company
is engaged in business. The Company's subsidiary banks and savings
and loan association compete for available loans and depository
accounts not only with state and national commercial banks in their
respective areas but also with savings and loan associations,
insurance companies, credit unions, money market mutual funds,
automobile finance companies and financial services companies. None
of these competitors is dominant in the whole area served by the
Company's subsidiary banks.

The principal areas of competition in the banking industry
center on a financial institution's ability and willingness to
provide credit on a timely and competitively priced basis, to offer a
sufficient range of deposit and investment opportunities at a
competitive price and maturity, and to offer personal and other
services of sufficient quality and at competitive prices. The Company
and its subsidiaries believe they can compete effectively in all
these areas.

Regulation and Supervision

The following is a brief summary of the regulatory environment
in which the Registrant and the subsidiaries operate and is not
designed to be a complete discussion of all statutes and regulations
affecting such operations, including those statutes and regulation
specifically mentioned herein.

The Company is a bank and thrift holding company and is
registered as such with the Board of Governors of the Federal Reserve
System (the "FRB") and the Office of Thrift Supervision (the "OTS")
and is subject to regulation and supervision by the FRB and the OTS.
The Company is required to file with the FRB and the OTS annual reports
and such other information as they may require. The FRB and OTS may also
conduct examinations of the Company.

The Company is a legal entity which is separate and distinct
from its subsidiaries. There are various legal limitations on the
extent to which the subsidiary banks and savings and loan association
may extend credit, pay dividends or otherwise supply funds to the
Company or its affiliates. In particular, the subsidiary banks and
savings and loan association are subject to certain restrictions
imposed by federal law on any extensions of credit to the Company or,
with certain exceptions, other affiliates. Dividends to shareholders
can be paid only from dividends paid to the Company by its
subsidiaries which are subject to approval by the applicable
regulatory authorities.

BOM and VOL are incorporated under the banking laws of the
States of Mississippi and Tennessee, respectively, and accordingly
are subject to the applicable provisions of state banking laws rather
than the National Bank Act. BOM is subject to the supervision of the
Mississippi Department of Banking and Consumer Finance and to regular
examinations by that department. VOL is subject to the supervision
of the Tennessee Department of Financial Institutions and to regular
examinations by that Department. The deposits in BOM and VOL are
insured by the Federal Deposit Insurance Corporation (the "FDIC")
and, therefore, each bank is subject to the provisions of the Federal
Deposit Insurance Act and to examination by the FDIC. Neither bank
is a member of the Federal Reserve System.

LFSL is a stock federally chartered savings association whose
deposits are insured by the FDIC. As a federally-chartered savings
association, LFSL is subject to regulation and examination by the
OTS. LFSL must file reports with the OTS concerning its activities and
financial condition, in addition to obtaining regulatory approvals
prior to entering into certain transactions such as mergers with or
acquistions of other savings associations. The regulatory structure
gives the OTS extensive discretion in connection with its supervisory
and enforcement activities and examination policies with respect to
the classification of assets and the establishment of adequate credit
loss reserves for regulatory purposes.

The Financial Institutions Reform, Recovery and Enforcement Act
of 1989 ("FIRREA") permits among other things the acquisition by bank
holding companies of savings associations, irrespective of their
financial condition, and increased the deposit insurance premiums for
banks and savings associations. FIRREA also provides that commonly
controlled federally insured financial institutions must reimburse
the FDIC for losses incurred by the FDIC in connection with the
default of another commonly controlled financial institution or in
connection with the provision of FDIC assistance to such a commonly
controlled financial institution in danger of default. Reimbursement
liability under FIRREA is superior to any obligations to shareholders of
such federally insured institutions (including a bank holding company
such as the Company if it were to acquire another federally insured
financial institution), arising as a result of their status as a shareholder
of a reimbursing financial institution.

The Company and its subsidiary banks and savings and loan
association are subject to the provisions of the Federal Deposit
Insurance Corporation Improvement Act of 1991 ("FDICIA"). This
statute provides for increased funding for the FDIC's deposit
insurance fund and expanded the regulatory powers of federal banking
agencies to permit prompt corrective actions to resolve problems of
insured depository institutions through the regulation of banks and
their affiliates, including bank holding companies. The provisions
are designed to minimize the potential loss to depositors and to FDIC
insurance funds if financial institutions default on their
obligations to depositors or become in danger of default. Among
other things, FDICIA provides a framework for a system of supervisory
actions based primarily on the capital levels of financial
institutions. FDICIA also provides for a risk-based deposit
insurance premium structure. The FDIC charges an annual assessment
for the insurance of deposits based on the risk a particular
institutions poses to its deposit insurance fund. While most of the
Company's deposits are in the Bank Insurance Fund (BIF), the deposits
of LFSL and certain other of the Company's deposits which were
acquired from thrifts over the years remain in the Savings
Association Insurance Fund (SAIF). Deposit insurance rates for 1996
for the Company's deposits in BIF have been assessed at zero

while deposits insurance rates for 1996 for the Company's deposits
in SAIF will continue at the rate of 23 cents per $100 of insured
deposits. Also, Congress is currently considering a special, one-time
assessment on SAIF insured deposits and if enacted, this assessment
could result in a one-time pre-tax charge of up to $2.7 million.

The Company is required to comply with the risk-based capital
guidelines which the FRB adopted in January 1989, and to other tests
relating to capital adequacy which the FRB adopts from time to time.
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Capital Resources," on pages 19 and 20 of the
Company's 1995 Annual Report to Shareholders incorporated herein by
reference.

In September 1994, President Clinton signed into law the
Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
("IBBEA"). Beginning September 29, 1995, IBBEA permits adequately
capitalized and managed bank holding companies to acquire control of
banks in states other than their home states, subject to federal
regulatory approval, without regard to whether such a transaction is
prohibited by the laws of any state. IBBEA permits states to
continue to require that an acquired bank have been in existence for
a certain minimum time period which may not exceed five years. A
bank holding company may not, following an interstate acquisition ,
control more than 10% of the nation's total amount of bank deposits
or 30% of bank deposits in the relevant state (unless the state
enacts legislation to raise the 30% limit). States retain the
ability to adopt legislation to effectively lower the 30% limit.
Beginning June 1, 1997, federal banking regulators may approve merger
transactions involving banks located in different states, without
regard to laws of any state prohibiting such transactions; except
that, mergers may not be approved with respect to banks located in
states that, prior to June 1, 1997, enacted legislation prohibiting
mergers by banks located in such state with out-of-state
institutions. Federal banking regulators may permit an out-of-state
bank to open new branches in another state if such state has enacted
legislation permitting interstate branching. Affiliated institutions
are authorized to accept deposits for existing accounts, renew time
deposits and close and service loans for affiliated institutions
without being deemed an impermissible branch of the affiliate.

Selected Statistical Information

Set forth below is certain selected statistical information
relating to the Company's business.

Distribution of Assets, Liabilities and Shareholders' Equity;
Interest Rates and Interest Differentials

Net Interest Revenue, the difference between Interest Revenue
and Interest Expense, is the most significant component of the Company's
earnings. For internal analytical purposes, management adjusts Net
Interest Revenue to a "taxable equivalent" basis using an effective
tax rate of 35% on tax exempt items (primarily interest on municipal
securities).

Another significant statistic in the analysis of Net Interest
Revenue is the effective interest differential, also called the net
yield on earning assets. The net yield on earning assets is net
interest divided by total interest-earning assets. Recognizing the
importance of interest differential to total earnings, management
places great emphasis on managing interest rate spreads. Although
interest differential is affected by national, regional and local
economic conditions, including the level of credit demand and
interest rates, there are significant opportunities to influence
interest differential through appropriate loan and investment
policies which are designed to maximize interest differential while
maintaining sufficient liquidity and availability of "incremental
funds" for purposes of meeting existing commitments and for
investment in lending and other investment opportunities that may
arise.

The following table sets forth the average balances of assets
and liabilities and the average rates earned and paid for the three
years ended December 31, 1995. The table shows the various
components of earning assets and the sources used to fund these
assets which are included in the effective interest differential.

Distribution of Assets, Liabilities and Shareholders' Equity;
Interest Rates and Interest Differential

1995 1994 1993
------------------------------- ------------------------- -----------------------------
(Taxable equivalent basis) Average Yield/ Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate Balance Interest Rate
------- -------- ------- ------- -------- ------ ------- -------- ------
(Dollars in thousands)

ASSETS
Interest bearing deposits in
other banks $15,974 $ 857 5.36% $ 11,112 $ 660 5.94% $ 14,799 $ 833 5.63%
Held-to-maturity securities:
U.S. treasury and agencies 398,194 28,152 7.07% 315,429 18,642 5.91% 368,762 22,505 6.10%
State and political
subdivisions (1) 118,493 10,517 8.88% 107,774 10,325 9.58% 132,328 11,862 8.96%
Other securities 4,228 168 3.97% 4,556 270 5.93% 8,906 596 6.69%
Available-for-sale securities (2) 183,396 8,902 4.85% 266,370 13,974 5.25% 141,496 6,852 4.84%
Federal funds sold 39,451 2,205 5.59% 43,437 1,756 4.04% 48,780 1,487 3.05%
Loans (net of unearned
discount) (3) (4) (6) 2,146,967 204,397 9.52% 1,881,922 163,902 8.71% 1,675,048 150,707 9.00%
Mortgages held for sale 20,805 1,433 6.89% 33,620 2,400 7.14% 54,833 3,382 6.17%
---------- -------- ---------- -------- ---------- --------
Total interest earning
assets and revenue 2,927,508 256,631 8.77% 2,664,220 211,929 7.95% 2,444,952 198,224 8.11%
Other assets 256,363 249,064 240,138
Less: alowance for credit losses (32,574) (28,745) (25,305)
---------- ---------- ----------
Total $3,151,297 $2,884,539 $2,659,785
========== ========== ==========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Deposits:
Demand - interest bearing $654,151 $ 17,733 2.71% $ 618,929 $ 16,320 2.64% $563,372 $ 14,553 2.58%
Savings 300,278 11,916 3.97% 292,908 9,515 3.25% 250,203 7,724 3.09%
Time 1,416,901 77,516 5.47% 1,237,205 53,435 4.32% 1,201,022 52,474 4.37%
Federal funds purchased and
securities under
repurchase agreements 40,845 2,084 5.10% 36,685 1,338 3.65% 35,166 982 2.79%
Other short-term borrowings (5) 4,706 299 6.35% 23,584 1,346 5.71% 2,836 88 3.10%
Long term debt 68,452 4,909 7.17% 38,234 3,075 8.04% 35,143 2,894 8.23%
---------- -------- ---------- -------- ---------- --------
Total interest bearing
liabilities and expense 2,485,333 114,457 4.61% 2,247,546 85,029 3.78% 2,087,742 78,715 3.77%
Demand deposits -
non-interest bearing 361,120 364,451 327,540
Other liabilities 36,449 31,613 25,999
---------- ---------- ----------
Total liabilities 2,882,902 2,643,610 2,441,281
Shareholders' equity 268,395 240,929 218,504
---------- ---------- ----------
Total $3,151,297 $2,884,539 $2,659,785
========== ========== ==========
Net interest revenue $142,174 $126,900 $119,509
======== ======== ========
Net yield on interest earning
assets 4.86% 4.76% 4.89%
==== ===== =====

1. Includes taxable equivalent adjustments of $1,411,000, $2,651,000 and
$3,112,000 in 1995, 1994 and 1993, respectively, using an effective tax
rate of 35%.
2. Includes taxable equivalent adjustment of $581,000, $747,000 and $591,000 in
1995, 1994 and 1993 using an effective ax rate of 35%.
3. Includes fees on loans of $4,249,000, $3,348,000 and $3,207,000 in 1994,
1993 and 1992, respectively.
4. Includes taxable equivalent adjustment of $597,000, $175,000 and $756,000 in
1995, 1994 and 1993, respectively, using an effective tax rate of 35%.
5. Interest expense includes interest paid on liabilities not included in
averages.
6. Non-accrual loans are immaterial for each of the years presented.

9
10

Analysis of Changes in Effective Interest Differential

Net interest revenue may also be analyzed by segregating the rate and volume
components of interest revenue and interest expense. The table which follows
presents an analysis of rate and volume change in net interest from 1994 to
1995 and 1993 to 1994. Changes which are not solely due to volume or rate are
allocated to volume.

1995 OVER 1994 - INCREASE (DECREASE) 1994 OVER 1993 - INCREASE (DECREASE)
------------------------------------ -----------------------------------
(Taxable equivalent basis) Volume Rate Total Volume Rate Total
---------- ------- -------- --------- -------- --------
(In thousands)

INTEREST REVENUE
Due from banks - interest bearing $ 261 ($64) $ 197 ($219) $ 46 ($173)
Held-to-maturity securities:
U.S. Government agencies 5,851 3,659 9,510 (3,152) (711) (3,863)
State and political subdivisions 951 (759) 192 (2,352) 815 (1,537)
Other securities (13) (89) (102) (258) (68) (326)
Available-for-sale securities (4,028) (1,044) (5,072) 6,551 571 7,122
Federal funds sold (223) 672 449 (216) 485 269
Loans (net of unearned discount) 25,233 15,262 40,495 18,017 (4,822) 13,195
Mortgages held for sale (884) (83) (967) (1,514) 532 (982)
------- ------- ------- ------- ------- -------
Total 27,148 17,554 44,702 16,857 (3,152) 13,705
------- ------- ------- ------- ------- -------
INTEREST EXPENSE
Demand deposits - interest bearing 955 458 1,413 1,465 302 1,767
Savings deposits 292 2,109 2,401 1,387 404 1,791
Time deposits 9,831 14,250 24,081 1,563 (602) 961
Federal funds purchased and
securities under
repurchase agreements 212 554 746 55 301 356
Other short-term borrowings (1,067) - (1,047) 1,184 74 1,258
Long-term debt 2,167 (333) 1,834 249 (68) 181
------- ------- ------- ------- ------- -------
Total 12,390 17,038 29,428 5,903 411 6,314
------- ------- ------- ------- ------- -------
Increase (Decrease) in Effective
Interest Differential $14,759 $ 516 $15,274 $10,954 ($3,563) $ 7,391
======= ======= ======= ======= ======= =======

Investment Portfolio

Held-to-Maturity Securities

The following table shows the amortized cost of held-to-maturity
securities at December 31, 1995, 1994 and 1993:

December 31
----------------------------
1995 1994 1993
-------- -------- --------
(In thousands)

U. S. Treasury securities $ 33,355 $ 59,793 5,142
U. S. Government agency
securities 293,831 376,708 252,866
Taxable obligations of states
and political subdivisions 500 - -
Tax exempt obligations of states
and political subdivisions 110,830 112,915 125,093
Other securities 787 3,416 6,552
-------- -------- --------
TOTAL $439,303 $552,832 $389,653
======== ========= ========

The following table shows the maturities and weighted average
yields as of the end of the latest period for each investment
category presented above:

December 31, 1995
------------------------------------------------------------------
U.S.
U.S. GOVERMENT STATES & WEIGHTED
TREASURY AGENCY POLITICAL OTHER AVERAGE
SECURITIES SECURITIES SUBDIVISIONS SECURITIES YIELD
---------- ---------- ------------ ---------- --------
(In thousands)

PERIOD TO MATURITY:
Maturing within
one year $ 250 $ 22,739 $ 9,352 $600 6.16%
Maturing after one
year but within
five years 31,122 151,962 39,518 187 6.72%
Maturing after five
years but within
ten years 1,983 115,448 50,685 - 7.88%
Maturing after ten
years - 3,682 11,775 - 8.93%
------- -------- -------- ----
TOTAL $33,355 $293,831 $111,330 $787
======= ======== ======== ====

The yield on tax-exempt obligations of states and political
subdivisions has been adjusted to a taxable equivalent basis using a
35% tax rate.

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12
Available-for-Sale Securities

The following table shows the book value of
available-for-sale securities at December 31, 1995, 1994 and 1993:

December 31
----------------------------
1995 1994 1993
-------- -------- --------
(In thousands)

U. S. Treasury securities $ 51,241 $ 30,429 $ 73,787
U. S. Government agency
securities 127,488 67,607 114,295
Taxable obligations of states
and political subdivisions 3,337 - -
Tax exempt obligations of states
and political subdivisions 20,000 30,234 15,409
Other securities 37,689 65,759 71,597
-------- -------- --------
TOTAL $239,755 $194,029 $275,088
======== ======== ========

The following table shows the maturities and weighted average
yields as of the end of the latest period for each investment
category presented above:

December 31, 1995
-----------------------------------------------------------------
U.S.
U.S. GOVERMENT STATES & WEIGHTED
TREASURY AGENCY POLITICAL OTHER AVERAGE
SECURITIES SECURITIES SUBDIVISIONS SECURITIES YIELD
---------- ---------- ------------ ---------- --------

(In thousands)
PERIOD TO MATURITY:
Maturing within
one year $10,223 $ 9,357 $ 5,929 $24,513 5.59%
Maturing after one
year but within
five years 38,986 76,646 13,797 256 6.49%
Maturing after five
years but within
ten years 2,032 18,362 2,078 12,294 7.37%
Maturing after ten
years - 23,123 1,533 626 7.26%
------- -------- ------- -------
TOTAL $51,241 $127,488 $23,337 $37,689
======= ======== ======= =======

The yield on tax-exempt obligations of states and political
subdivisions has been adjusted to a taxable equivalent basis using a
35% tax rate.

12
13

Loan Portfolio

The Company's loans are widely diversified by borrower and
industry. The following table shows the composition of loans of the
Company at December 31 for the years indicated.

DECEMBER 31
----------------------------------------------------------
1995 1994 1993 1992 1991
--------- ---------- ---------- ---------- ----------

(In thousands)
Commercial &
agricultural (1)(2) $ 223,225 $ 211,988 $ 203,798 $ 382,233 $ 359,557
Consumer & installment 695,127 633,692 510,538 501,627 474,222
Real estate mortgage 1,314,935 1,151,666 1,013,446 692,467 671,018
Lease financing 121,617 81,816 60,781 51,325 43,912
Other 16,780 11,913 52,692 22,594 12,358
---------- ---------- ---------- ---------- ----------
Total gross loans $2,371,684 $2,091,075 $1,841,255 $1,650,246 $1,561,067
========== ========== ========== ========== ==========

(1) Including $17,338,000, $15,247,000, $15,588,000, $18,197,000
and $17,787,000 in 1995, 1994, 1993, 1992 and 1991,
respectively, of loans classified as agricultural.

(2) Including $36,054,000, $29,838,000, $27,048,000, $20,364,000
and $20,074,000 in 1995, 1994, 1993, 1992 and 1991,
respectively, of loans secured by or relating to agricultural
land.

Maturity Distribution of Loans

The maturity distribution of the Company's loan portfolio is one
factor in management's evaluation of the risk characteristics of the
loan portfolio. The following table shows the maturity distribution
of gross loans of the Company as of December 31, 1995.

ONE YEAR ONE TO AFTER
OR LESS FIVE YEARS FIVE YEARS
-------- ---------- ----------
(In thousands)

Commercial
& agricultural $126,872 $ 80,308 $ 16,045
Consumer & installment 194,563 477,819 22,745
Real estate mortgages 526,240 563,796 224,899
Lease financing 38,932 78,954 3,731
Other 10,040 4,046 2,694
-------- ---------- --------
Total gross loans $896,647 $1,204,923 $270,114
======== ========== ========

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14

Sensitivity of Loans to Changes in Interest Rates

The interest sensitivity of the Company's loans is important in
the management of effective interest differential. The Company
attempts to manage the relationship between the rate sensitivity of
its assets and liabilities to produce an effective interest
differential that is not significantly impacted by the level of
interest rates. The following table shows the interest sensitivity
of the Company's gross loans as of December 31, 1995.

December 31, 1995
--------------------------
FIXED VARIABLE
RATE RATE
----- --------

(In thousands)
Loan Portfolio
Due after one year $1,187,421 $287,616

Nonaccrual, Past Due and Restructured Loans

See Note 6 of Notes to Consolidated Financial Statements on page
29 of the Company's 1995 Annual Report to Shareholders incorporated
herein by reference. The aggregate principal balance of non-accrual
loans was $1,592,000, $3,029,000, $4,072,000, $10,742,000 and
$11,288,000 at December 31, 1995, 1994, 1993, 1992 and 1991,
respectively. The aggregate principal balance of restructured loans
was $7,000, $1,448,000, $4,018,000, $2,045,000 and $912,000 at
December 31, 1995, 1994, 1993, 1992 and 1991, respectively. Accruing
loans which were contractually past due 90 days or more for years
ended December 31, 1995, 1994, 1993, 1992 and 1991, amounted to
$5,148,000, $3,614,000, $4,277,000, $8,523,000 and $8,069,000,
respectively.

The Company's policy provides that loans are placed in
non-accrual status if any of the following criteria are met: (1) a
loan is determined to be a loss of any amount as to principal or
interest; (2) a loan has a deficiency balance; (3) receipt of notice
of bankruptcy with regards to a borrower; or (4) a loan involves
repossession of property and it is reasonably assumed that there will
be a loss.

In the normal course of business, management becomes aware of
possible credit problems in which borrowers exhibit potential for the
inability to comply with the contractual terms of their loans, but
which do not currently meet the criteria for disclosure as problem
loans. Historically, some of these loans are ultimately
restructured or placed in non-accrual status. At December 31, 1995,
no loans were known to be potential problem loans.

At December 31, 1995, the Company did not have any concentration
of loans in excess of 10% of total loans outstanding. Loan
concentrations are considered to exist when there are amounts loaned
to a multiple number of borrowers engaged in similar activities which
would cause them to be similarly impacted by economic or other
conditions.

14
15

Summary of Loan Loss Experience

In the normal course of business, the Company assumes risks in
extending credit. The Company manages these risks through its
lending policies, loan review procedures and the diversification of
its loan portfolio. Although it is not possible to predict loan
losses with any certainty, management constantly reviews the
characteristics of the loan portfolio to determine its overall risk
profile and quality.

Constant attention to the quality of the loan portfolio is
achieved by a formal loan review process. Throughout this on-going
process, management is advised of the condition of individual loans
and of the quality profile of the entire loan portfolio. Any loan or
portion thereof which is classified as "loss" by regulatory examiners
or which is determined by management to be uncollectible because of
such factors as the borrower's failure to pay interest or principal,
the borrower's financial condition, economic conditions in the
borrower's industry, or the inadequacy of underlying collateral, is
charged off.

The provision for credit losses charged to operating expense is
an amount which, in the judgment of management, is necessary to
maintain the allowance for credit losses at a level that is adequate
to meet the present and potential risks of losses on the Company's
current portfolio of loans. Management's judgment is based on a
variety of factors which include the Company's experience related to
loan balances, charge-offs and recoveries, scrutiny of individual
loans and risk factors, results of regulatory agency reviews of
loans, and present and future economic conditions of the Company's
market area. Material estimates that are particularly susceptible to
significant change in the near term are a necessary part of this
process. Future additions to the allowance may be necessary based on
changes in economic conditions. In addition, various regulatory
agencies, as an integral part of their examination process,
periodically review the Company's allowance for credit losses. Such
agencies may require the Company to recognize additions to the
allowance based on their judgments about information available to
them at the time of their examination.

Management does not believe the allowance for credit losses can
be fragmented by category of loans with any precision that would be
useful to investors but is doing so in this report only in an attempt
to comply with disclosure requirements of regulatory agencies. The
breakdown of the allowance by loan category is based in part on
evaluations of specific loans' past history and on economic
conditions within specific industries or geographical areas.
Accordingly, since all of these conditions are subject to change, the
allocation is not necessarily indicative of the breakdown of any
future losses.

The following table presents (a) the breakdown of the allowance
for credit losses by loan category and (b) the percentage of each
category in the loan portfolio to total loans at
December 31 for the years presented:

1995 1994 1993
---- ---- ----
ALLOWANCE % OF ALLOWANCE % OF ALLOWANCE % OF
FOR LOANS TO FOR LOANS TO FOR LOANS TO
CREDIT LOSS TOTAL LOANS CREDIT LOSS TOTAL LOANS CREDIT LOSS TOTAL LOANS
---------------- ----------- ---------------- ----------- ---------------- -----------

(In thousands)
Commercial & agricultural $3,290 9.41% $ 3,100 10.14% $ 3,020 11.07%
Consumer & installment 10,413 29.31% 9,350 30.30% 7,620 27.73%
Real estate mortgage 19,500 55.44% 17,090 55.08% 16,123 55.04%
Lease financing 1,433 5.13% 1,290 3.91% 705 3.30%
Other - 0.71% - 0.57% - 2.86%
------- ------- ------- ------- ------- -------
TOTAL $34,636 100.00% $30,830 100.00% $27,468 100.00%
======= ======= ======= ======= ======= =======

1992 1991
---------------- ----------------
ALLOWANCE % OF ALLOWANCE % OF
FOR LOANS TO FOR LOANS TO
CREDIT LOSS TOTAL LOANS CREDIT LOSS TOTAL LOANS
---------------- ----------- ---------------- -----------
(In thousands)

Commercial & agricultural $ 5,550 23.16% $ 4,855 23.03%
Consumer & installment 7,355 30.40% 6,420 30.38%
Real estate mortgage 10,426 41.96% 9,325 42.99%
Lease financing 785 3.11% 506 2.81%
Other - 1.37% - 0.79%
------- ------- ------- -------
TOTAL $24,116 100.00% $21,106 100.00%
======= ======= ======= =======

16
17

The following table sets forth certain information with respect
to the Company's loans (net of unearned discount) and the allowance
for credit losses for the five years ended December 31, 1995.

1995 1994 1993 1992 1991
---------- ---------- ---------- ---------- ----------
(In thousands)

LOANS
Average loans for the
period $2,146,967 $1,881,922 $1,675,048 $1,550,745 $1,451,562
========= ========== ========== ========== ==========
ALLOWANCE FOR CREDIT
LOSSES
Balance, beginning
of period 30,830 27,468 24,116 21,106 19,479
Loans charged off:
Commercial & agricultural (448) (1,479) (374) (1,662) (2,139)
Consumer & installment (3,550) (3,146) (5,030) (5,214) (5,090)
Real estate mortgage (715) (1,217) (2,128) (4,810) (2,782)
Lease financing (1) (19) (144) (169) (175)
---------- ---------- ---------- ---------- ----------
Total loans charged off (4,714) (5,861) (7,676) (11,855) (10,186)
---------- ---------- ---------- ---------- ----------
Recoveries:
Commercial & agricultural 99 1,539 169 348 293
Consumer & installment 1,084 1,271 1,326 1,409 1,283
Real estate mortgage 366 412 325 169 427
Lease financing 18 55 176 96 48
---------- ---------- ---------- ---------- ----------
Total recoveries 1,567 3,277 1,996 2,022 2,051
---------- ---------- ---------- ---------- ----------
Net charge-offs (3,147) (2,584) (5,680) (9,833) (8,135)
Provision charged to
operating expense 6,206 5,946 9,032 12,843 9,446
Acquisitions 747 316
---------- ---------- ---------- ---------- ----------
Balance, end of period $ 34,636 $ 30,830 $ 27,468 $ 24,116 $ 21,106
========== ========== ========== ========== ==========
RATIOS
Net charge-offs to
average loans 0.15% 0.14% 0.34% 0.63% 0.56%
========== ========== ========== ========== ==========

17
18

Deposits

Deposits represent the principal source of funds for the
Company. The distribution and market share of deposits by type of
deposit and by type of depositor are important considerations in the
Company's assessment of the stability of its funds sources and its
access to additional funds. Furthermore, management shifts the mix
and maturity of the deposits depending on economic conditions and
loan and investment policies in an attempt, within set policies, to
minimize cost and maximize effective interest differential.

The following table shows the classification of deposits on an
average basis for the three years ended December 31, 1995.

YEARS ENDED DECEMBER 31
-------------------------------------------------------------
1995 1994 1993
-------------------------------------------------------------
Average Average Average Average Average Average
Amount Rate Amount Rate Amount Rate
---------- ------- ---------- ------- ---------- -------
(Dollars in thousands)

Non-interest bearing
demand deposits $ 361,120 - $ 364,451 - $ 327,540 -

Interest bearing
demand deposits 654,151 2.35% 618,929 2.64% 563,372 2.58%

Savings 300,278 4.76% 292,908 3.25% 250,203 3.09%

Time 1,416,901 5.47% 1,237,205 4.32% 1,201,022 4.37%
---------- ---------- ----------
TOTAL DEPOSITS $2,732,450 $2,513,493 $2,342,137
========== ========== ==========

Time deposits of $100,000 and over including certificates of
deposits of $100,000 and over at December 31, 1995, had maturities as
follows:

DECEMBER 31, 1995
-----------------
(In thousands)

Three months or less $ 98,934
Over three months through six months 107,598
Over six months through twelve months 60,524
Over twelve months 67,859
--------
TOTAL $334,915
========

18
19

Return on Equity and Assets

Return on average common equity, average assets, and the
dividend payout ratio are based on net income for the three years
ended December 31, 1995, as presented below:

YEARS ENDED DECEMBER 31,
---------------------------------
1995 1994 1993
---- ---- ----

Return on average equit 13.23% 12.75% 15.07%
Return on average asset 1.13 1.07 1.24
Dividend payout ratio 34.37 32.69 25.70

The Company's average equity as a percent of average assets was 8.52%,
8.35% and 8.22% for 1995, 1994 and 1993, respectively.

Short-Term Borrowings

See Note 9 of Notes to Consolidated Financial Statements on page 9 of
the Company's 1995 Annual Report to Shareholders incorporated herein by
reference.

Item 2. - Properties

The physical properties of the Registrant are held in its subsidiaries
as follows:

Bank of Mississippi - The main office of the BOM is
located at One Mississippi Plaza in the central business
district of Tupelo in a seven-floor modern glass, concrete,
and steel office building owned by BOM. BOM occupies
approximately 75% of the rentable space in the building with
the remainder leased to various unaffiliated tenants.

BOM owns 68 of its 90 branch banking facilities. The
remaining 22 branch banking facilities are occupied under
leases varying in length from one to 12 years. BOM also
owns several buildings in the Hattiesburg, Mississippi,
area (which provide space for certain of BOM's Southern
Region activities including warehouse requirements,
mortgage lending, trust services, lease servicing and
central operations), an operations center near the Tupelo
Municipal Airport (which provides operational support for
VOL and LFSL as well), and an office building in downtown
Jackson, Mississippi (which has approximately 86,000
square feet of space, of which BOM uses approximately
two-thirds for banking activities while leasing or holding
for lease the remaining 28,000 square feet).

BOM considers all its buildings and leased premises to be
in good condition. BOM also owns several parcels of property
acquired under foreclosure. Ownership of and rentals on other
real property by BOM are not material.

b. Volunteer Bank - The main office of VOL is located at One
Jackson Place in the central business district of Jackson,
Tennessee in a building owned by VOL.

VOL owns 20 of its 31 branch banking facilities. The
remaining 11 branch banking facilities are occupied under
leases varying in length from one to 30 years.

VOL considers all its building and leased premises to be
in good condition. VOL also owns several parcels of
property acquired under foreclosure. Ownership of and
rentals on other real property by VOL are not material.

c. LFSL - The main office of LFSL is located at 317 5th Avenue
in the central business district of Laurel, Mississippi in a
building owned by LFSL.

LFSL owns its other seven branch locations and considers
all its buildings to be in good condition.

d. Personal Finance Company - This wholly-owned subsidiary of
BOM occupies 36 leased offices, with the unexpired terms
varying in length from one to six years. The average size of these
leased offices is approximately 1,000 square feet with
average annual rent of approximately $8,000. All these
premises are considered to be in good condition.

e. TC Finance, Inc.- This wholly-owned subsidiary of VOL
occupies 7 leases offices with the unexpired terms varying
in length from one to five years.

Item 3. - Legal Proceedings

The Company and its subsidiaries are defendants in various
lawsuits arising in the ordinary course of business. In the opinion
of management, after consultation with outside legal counsel, the
outcome of these actions should not have a material adverse effect on
the financial condition of the Company and its subsidiaries, taken as
a whole.

Item 4. - Submission of Matters to a Vote of Security Holders

No matter was submitted to a vote of security holders during the
fourth quarter of 1995.

PART II

Item 5. - Market for the Registrant's Common Stock and Related
Stockholder Matters

Market for Common Stock

The common stock of the Company trades on The Nasdaq Stock
Market under the symbol BOMS. The following table sets forth the
range of closing sale prices of the Company's common stock as
reported on The Nasdaq Stock Market. The prices have been restated
to reflect the effect of the two-for-one stock split effected in the
form of a 100% stock dividend paid November 20, 1995.

1995: High Low
------- ------

4th quarter $23.875 $20.25
3rd quarter 20.875 19.375
2nd quarter 20.00 18.00
1st quarter 18.00 16.25

1994:

4th quarter $17.125 $15.50
3rd quarter 18.125 17.00
2nd quarter 16.625 14.50
1st quarter 16.50 14.50

Holders of Record

As of February 29, 1996, there were 7,357 shareholders of record
of the Company's common stock.

Dividends

The Company declared cash dividends totaling $0.62 per share
during 1995, $0.555 during 1994 and $0.54 during 1993. Future
dividends, if any, will vary depending on the Company's profitability
and anticipated capital requirements.

Item 6. - Selected Financial Data

The information under the caption "Selected Financial
Information" on page 11 of the Company's 1995 Annual Report to
Shareholders is incorporated herein by reference. The Company's
long-term debt at December 31, 1995, totaled $73,624,000, at December
31, 1994, totaled $67,416,000, at December 31, 1993, totaled
$32,541,000, at December 31, 1992, totaled $33,309,000 and totaled
$39,896,000 at December 31, 1991.

Item 7. - Management's Discussion and Analysis of Financial
Condition and Results of Operations

The information under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages
13 through 20 of the Company's 1995 Annual Report to Shareholders is
incorporated herein by reference.

Item 8. - Financial Statements and Supplementary Data

The following consolidated financial statements of the Company
and its subsidiaries, the report of independent auditors thereon, and
the quarterly data (unaudited), appearing in the Company's 1995
Annual Report to Shareholders, are incorporated herein by reference.

Consolidated Balance Sheets on page 21.
Consolidated Statements of Income on page 22.
Consolidated Statements of Shareholders' Equity on page 23.
Consolidated Statements of Cash Flows on page 24.
Notes to Consolidated Financial Statements on pages 25 through 39.
Report of Independent Auditors on page 40.
Summary of Quarterly Results (Unaudited) on page 12.

Item 9. - Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure

There have been no disagreements with the Company's independent
accountants and auditors on any matter of accounting principles or
practices or financial statement disclosure.

PART III

Item 10. - Directors and Executive Officers of the Registrant

Information concerning the directors and nominees of the Company
appears under the caption "Election of Directors" on pages 1 through
4 of the Company's definitive Proxy Statement for its 1996 annual
meeting, and is incorporated herein by reference.

Executive Officers of Registrant

Information follows concerning the executive officers of the
Company who are subject to the reporting requirements of Section 16
of the Securities Exchange Act of 1934.

Name Offices Held Age
---- ------------ ---

Aubrey Burns Patterson Chairman of the Board of 53
Directors and Chief
Executive Officer
of the Company and Bank
of Mississippi; Director of
the Company; Director of
Volunteer Bank

Charles J. McKee Executive Vice President 64
of the Company; Vice
Chairman, Lending,
Bank of Mississippi;
Director of Bank of
Mississippi and Volunteer

L. Nash Allen, Jr. Treasurer, and Chief 51
Financial Officer of
the Company; Executive
Vice President, Bank of
Mississippi, Director of
Laurel Federal Savings and
Loan Association

Kenneth R. Wilburn Executive Vice President, 49
Loan Administration
of the Company and
Bank of Mississippi

Harry R. Baxter Executive Vice President 51
and Director of Marketing
of the Company and Bank of
Mississippi Director of
Laurel Federal Savings and
Loan Association

Gary R. Harder Senior Vice President, 51
Audit and Loan Review of
the Company and Bank of
Mississippi

Michael W. Weeks Chairman of the Board of 47
Directors and Chief Executive
Officer of Volunteer Bank;
Executive Vice President of
the Company

None of the executive officers of the Company are related by blood,
marriage, or adoption. There are no arrangements or understandings between any
of the executive officers and any other person pursuant to which the individual
named above was or is to be selected as an officer. The executive officers of
the Company are elected by the Board of Directors at its first meeting
following the annual meeting of shareholders, and they hold office until the
next annual meeting or until their successors are duly elected and qualified.

Mr. Patterson served as President of the Bank of Mississippi from 1983
until April 1990 when he was named Chief Executive Officer of the Bank of
Mississippi and the Company. He has served as Chairman of the Board and Chief
Executive Officer of the Bank of Mississippi and the Company since April 1993.
Following the merger with VBS on August 31, 1993, he served as a director of
VBS and he has served as a director of Volunteer Bank since its formation on
December 31, 1993.

Mr. McKee has served as Vice Chairman and as Executive Vice President
of the Bank of Mississippi during the last five years and as Executive Vice
President of the Company since April, 1986. He has served as a director of
Bank of Mississippi since 1993, as a director of VBS from August 31 to December
31, 1992, and as a director of Volunteer Bank since its formation on December
31, 1992.

Mr. Allen has served as Senior Vice President and Executive Vice
President of the Bank of Mississippi during the past five years. He has served
as Treasurer of the Company during this same period. He has served as a
director of Laurel Federal Savings and Loan Association since its acquisition
on March 31, 1995.

Mr. Wilburn served as Senior Vice President-Loan Administration, Bank
of Mississippi, until January 1988, when his designation was changed to
Executive Vice President-Loan

24
25

Administration. Since October 1992, he has also served as Executive Vice
President of the Company.

Mr. Baxter joined the Bank of Mississippi in July 1986, as Senior Vice
President and Director of Marketing. He was named Executive Vice President and
Director of Marketing in August 1989. Since October 1992, he has also served as
Executive Vice President of the Company. He has served as a director of Laurel
Federal Savings and Loan Association since its acquisition on March 31, 1995.

Mr. Harder served as First Vice President and Senior Vice
President-Loan Review, Bank of Mississippi during the last five years. Since
October, 1992 he has also served as First Vice President and then Senior Vice
President of the Company.

Mr. Weeks served as Vice-Chairman of the Board and Chief Executive
Officer of Volunteer Bank from January 24, 1995 to March 16, 1995 when he was
named Chairman of the Board and Chief Executive Officer of Volunteer Bank. He
has served as Executive Vice President of the Company since January 17, 1995.
Prior to his employment by the Company, Mr. Weeks served as a partner in the
accounting firm of KPMG Peat Marwick LLP.

Item 11. - Executive Compensation

Information concerning the remuneration of executive officers of the
Company appears under the caption "Executive Compensation" on pages 7 through
13 of the Company's definitive Proxy Statement for its 1996 annual meeting ,
and is incorporated herein by reference. Information concerning the
remuneration of directors of the Company appears under the caption
"Compensation of Directors" on page 4 of the Company's definitive Proxy
Statement for its 1996 annual meeting, and is incorporated herein by reference.

Item 12. - Security Ownership of Certain Beneficial Owners and Management

Information concerning the security ownership of certain beneficial
owners and directors and executive officers of the Company appears under the
caption "Security Ownership of Certain Beneficial Owners and Management" on
pages 5 and 6 of the Company's definitive Proxy Statement for its 1996 annual
meeting, and is incorporated herein by reference.

Item 13. - Certain Relationships and Related Transactions

Information concerning certain relationships and related transactions
with management and others appears under the caption "Certain Relationships and
Related Transactions" on page 15 of the Company's definitive Proxy Statement
for its 1996 annual meeting, and is incorporated herein by reference.

PART IV

Item 14. - Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) 1. Consolidated Financial Statements:

The following have been incorporated herein from the Company's
1995 Annual Report to Shareholders:
-Report of Independent Auditors
-Consolidated balance sheets as of December 31, 1995, and 1994.
-Consolidated statements of income for the three years ended
December 31, 1995.
-Consolidated statements of shareholders' equity for the
three years ended December 31, 1995.
-Consolidated statements of cash flows for the three years ended
December 31, 1995.
-Notes to consolidated financial statements for the three years
ended December 31, 1995.

(a) 2. Consolidated Financial Statement Schedules:

All schedules are omitted as the required information is
inapplicable or the information is presented in the financial
statements or related notes.

(a) 3. Exhibits:

(3) (a) Articles of incorporation, as amended. (1)
(b) Bylaws. (2)
(4) (a) Specimen Common Stock Certificate. (3)
(b) The Company has outstanding certain long-term debt. None
of such debt exceeds 10% of the total assets of the
Company and its consolidated subsidiaries. Copies of
instruments defining the rights of holders of the debt
will be furnished to the Securities and Exchange
Commission upon request.

(10)(a) Stock Bonus Agreement between Bancorp of Mississippi,
Inc., and Aubrey B. Patterson, Jr., dated November 6,
1987, and Escrow Agreement between Bank Mississippi and
Aubrey B. Patterson, Jr., dated November 6, 1987. (4)(8)
(b) Form of deferred compensation agreement between Bancorp
of Mississippi, Inc. and certain key executives. (5)(8)

(c) 1994 Stock Incentive Plan. (3)(8)
(d) 1995 Non-Qualified Stock Option Plan for Non-Employee
Directors. (3)(8)
(e) Stock Bonus Agreement between BancorpSouth, Inc. and
Michael W. Weeks, dated January 17, 1995 and Escrow
Agreement between Bank of Mississippi and Michael W.
Weeks dated January 17, 1995 (8)
(11) Statement re computation of per share earnings.

(13)(a) Managements' Discussion and Analysis of Financial
Condition and Results of Operations on pages 13 through
20 of the 1995 Annual Report to Shareholders. (6)
(b) Consolidated Financial Statements and Notes thereto and
Independent Auditors Report on pages 21 through 40 of
the 1995 Annual Report to Shareholders. (6)
(c) Summary of Quarterly Results on page 12 of the 1995
Annual Report to Shareholders. (6)
(d) Selected Financial Information on page 11 of the 1995
Annual Report to Shareholders. (6)
(21) Subsidiaries of the Registrant.
(23) Consent of Independent Accountants.
(27) Financial Data Schedule. (SEC use only)
(28) Information regarding Bancorp of Mississippi, Inc.,
amended and restated Salary Deferral-Profit Sharing
Employee Stock Ownership Plan. (7)(8)
(1) Filed as exhibits 3.1 and 3.2 to the Company's registration statement
on Form S-4 filed on January 6, 1995 (Registration No. 33-88274) and
incorporated by reference thereto.
(2) Filed as an exhibit to the Company's Form 10-K for the year ended
December 31, 1985 (file number 0-10826), and incorporated by
reference thereto.
(3) Filed as an exhibit to the Company's Form 10-K for the year ended
December 31, 1994 (file number 0-10826), and incorporated by
reference thereto.
(4) Filed as an exhibit to the Company's Form 10-K for the year
ended December 31, 1987 (file number 0-10826), and incorporated
by reference thereto.
(5) Filed as an exhibit to the Company's Form 10-K for the year ended
December 31, 1988 (file number 0-10826), and incorporated
by reference thereto.
(6) Furnished for the information of the Commission only and not
deemed "filed" as part of this Report on Form 10-K except for
those portions which are specifically incorporated herein by
reference.
(7) Filed as an exhibit to the Company's Form 10-K for the year ended
December 31, 1990 (file number 0-10826), and incorporated by
reference thereto.
(8) Compensatory plans or arrangements.

(b) Reports on Form 8-K:

No reports on Form 8-K were filed during the quarter ended
December 31, 1995.

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

BancorpSouth, Inc.

/s/ Aubrey Burns Patterson
DATE: March 27, 1996 -----------------------------
Aubrey Burns Patterson
Chairman of the Board
and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Chairman of the Board, Chief Executive
/s/ Aubrey Burns Patterson Officer (Principal Executive Officer)
- ----------------------------- and Director March 27, 1996
Aubrey Burns Patterson

/s/ L. Nash Allen, Jr. Treasurer (Principal Financial and
- ----------------------------- Accounting Officer) March 27, 1996
L. Nash Allen, Jr.

Director March , 1996
- -----------------------------
S. H. Davis

Director March , 1996
- -----------------------------
Hassell Franklin

/s/ J. Luis Griffin, Jr. Director March 27, 1996
- -----------------------------
J. Louis Griffin, Jr.

/s/ W. G. Holliman, Jr. Director March 27, 1996
- -----------------------------
W. G. Holliman, Jr.

/s/ Douglas Jumper Director March 27, 1996
- -----------------------------
Douglas Jumper

/s/ Turner O. Lashlee Director March 27, 1996
- -----------------------------
Turner O. Lashlee

/s/ Alan W. Perry
- ----------------------------- Director March 27, 1996
Alan W. Perry

/s/ Frank A. Riley
- ----------------------------- Director March 27, 1996
Frank A. Riley

/s/ Travis E. Staub
- ----------------------------- Director March 27, 1996
Travis E. Staub

/s/ Andrew R. Townes, DDS
- ----------------------------- Director March 27, 1996
Andrew R. Townes, DDS

/s/ Lowery A. Woodall
- ----------------------------- Director March 27, 1996
Lowery A. Woodall