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Exhibit No.           Exhibit Index
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23                    Independent Auditor's Consent



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                        INDEPENDENT AUDITORS' CONSENT


The Board of Directors
BancorpSouth, Inc.:


We consent to incorporation by reference in the Registration Statement (No.
2-88488) on Form S-8 of BancorpSouth, Inc. Salary Deferral - Profit Sharing
Employee Stock Ownership Plan of our report dated May 13, 1996, relating to the
statements of net assets available for plan benefits of BancorpSouth, Inc.
Salary Deferral - Profit Sharing Employee Stock Ownership Plan as of December
31, 1995 and 1994, and the related statements of changes in net assets
available for plan benefits for each of the three years in the period ended
December 31, 1995, which report appears in the December 31, 1995 annual report
on Form 10-K, as amended on July 1, 1996, of BancorpSouth, Inc.






Memphis, Tennessee
June 28, 1996