1 Exhibit No. Exhibit Index - ----------- -------------- 23 Independent Auditor's Consent 2 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