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, 1996 or
-----------------
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996)

For the transition period from to
---------- -----------
Commission file number 0-10826

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, 1997, was approximately $532,909,000 based
on the closing sale price as reported on the Nasdaq Stock Market.

On March 14, 1997, the registrant had outstanding 22,227,705 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, 1996, 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 22, 1997, are
incorporated by reference into Part III of this Report.

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BANCORPSOUTH, INC.
FORM 10-K
For the Fiscal Year Ended December 31, 1996
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. . . . . . . . . . . . . . . . . .26
Item 13. Certain Relationships and Related Transactions . . . . . .26

PART IV

Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K. . . . . . . . . . . . . . . . . . .27

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PART I
Item 1. - Business

General

The Company is a bank holding company with commercial banking in
Mississippi and Tennessee. Its principal subsidiaries are Bank of Mississippi
("BOM") and Volunteer Bank ("VOL"). 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 101 offices in
50 municipalities or communities in 32 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, 1996, BOM had total deposits of approximately $2.45 billion and
total assets of approximately $2.80 billion.

VOL has its principal office in Jackson, Madison County, Tennessee, and
conducts a general commercial banking and trust business through 30 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, 1996, VOL had total deposits of
approximately $720 million and total assets of approximately $828 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, 1996, the Company and its subsidiaries employed 1,932
persons. The Company and its subsidiaries are not a party to any collective
bargaining agreements, and employee relations are deemed to be good.

Competition

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Vigorous competition exists in all major areas where the Company is
engaged in business. The Company's subsidiary banks 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 its 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 holding company and is registered as such with
the Board of Governors of the Federal Reserve System (the "FRB") and is subject
to regulation and supervision by the FRB. The Company is required to file with
the FRB annual reports and such other information as they may require. The FRB
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 may extend credit, pay dividends or otherwise supply funds to
the Company or its affiliates. In particular, the subsidiary banks 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 are paid 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.

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

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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 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), 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 1997 for the
Company's deposits in BIF have been assessed at zero while deposits insurance
rates for 1997 for the Company's deposits in SAIF will continue at the rate of
23 cents per $100 of insured deposits.

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 Note 17 of Notes to
Consolidated Financial Statements on page 37 of the Company's 1996 Annual Report
to Shareholders incorporated herein by reference.

In September 1994, the Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1994 ("IBBEA") was signed into law. 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

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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.

The Company has applied for permission from the various regulators to merge BOM
and VOL into one bank as soon as practicable after the June 1, 1997 effective
date of the law which allows such transactions.

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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, 1996. 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.

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

1996 1995
--------------------------- --------------------------
(Taxable equivalent basis) Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate
---------- -------- ------ ------- -------- -------
ASSETS (Dollars in thousands)

Interest bearing deposits in
other banks $ 12,313 $ 646 5.25% $ 15,974 $ 857 5.36%
Held-to-maturity securities:
U.S. treasury and agencies 361,649 23,823 6.59% 398,194 28,152 7.07%
State and political
subdivisions (1) 118,458 9,709 8.20% 118,493 10,517 8.88%
Other securities 84 2 2.38% 4,228 168 3.97%
Available-for-sale securities (2) 231,040 14,400 6.23% 183,396 8,902 4.85%
Federal funds sold 60,868 3,289 5.40% 39,451 2,205 5.59%
Loans (net of unearned
discount) (3) (4) (6) 2,410,746 227,920 9.45% 2,146,967 204,397 9.52%
Mortgages held for sale 27,729 1,917 6.91% 20,805 1,433 6.89%
---------- --------- ---------- --------
Total interest earning
assets and revenue 3,222,887 281,706 8.74% 2,927,508 256,631 8.77%
Other assets 266,537 256,363
Less: alowance for credit losses (36,503) (32,574)
---------- ----------
Total $3,452,921 $3,151,297
========== ==========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Deposits:
Demand - interest bearing $ 700,863 $ 20,426 2.91% $654,151 $ 17,733 2.71%
Savings 371,514 14,930 4.02% 300,278 11,916 3.97%
Time 1,526,564 83,390 5.46% 1,416,901 77,516 5.47%
Federal funds purchased and
securities under
repurchase agreements 40,880 1,954 4.78% 40,845 2,084 5.10%
Other short-term borrowings (5) 3,359 158 4.70% 4,706 299 6.35%
Long term debt 80,619 5,647 7.00% 68,452 4,909 7.17%
---------- --------- ---------- --------
Total interest bearing
liabilities and expense 2,723,799 126,505 4.64% 2,485,333 114,457 4.61%
Demand deposits -
non-interest bearing 383,897 361,120
Other liabilities 45,476 36,449
---------- ----------
Total liabilities 3,153,172 2,882,902
Shareholders' equity 299,749 268,395
---------- ----------
Total $3,452,921 $3,151,297
========== ==========
Net interest revenue $ 155,201 $142,174
========= ========
Net yield on interest earning
assets 4.81% 4.86%
===== =====

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

Interest bearing deposits in
other banks $ 11,112 $ 660 5.94%
Held-to-maturity securities:
U.S. treasury and agencies 315,429 18,642 5.91%
State and political
subdivisions (1) 107,774 10,325 9.58%
Other securities 4,556 270 5.93%
Available-for-sale securities (2) 266,370 13,974 5.25%
Federal funds sold 43,437 1,756 4.04%
Loans (net of unearned
discount) (3) (4) (6) 1,881,922 163,902 8.71%
Mortgages held for sale 33,620 2,400 7.14%
---------- --------
Total interest earning
assets and revenue 2,664,220 211,929 7.95%
Other assets 249,064
Less: alowance for credit losses (28,745)
----------
Total $2,884,539
==========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Deposits:
Demand - interest bearing $ 618,929 $ 16,320 2.64%
Savings 292,908 9,515 3.25%
Time 1,237,205 53,435 4.32%
Federal funds purchased and
securities under
repurchase agreements 36,686 1,338 3.65%
Other short-term borrowings (5) 15,145 968 6.39%
Long term debt 46,673 3,453 7.40%
---------- --------
Total interest bearing
liabilities and expense 2,247,546 85,029 3.78%
Demand deposits -
non-interest bearing 364,451
Other liabilities 31,613
----------
Total liabilities 2,643,610
Shareholders' equity 240,929
----------
Total $2,884,539
==========
Net interest revenue $126,900
========
Net yield on interest earning
assets 4.76%
=====

1. Includes taxable equivalent adjustments of $2,755,000, $3,026,000 and
$3,112,000 in 1996, 1995 and 1994, respectively, using an effective tax
rate of 35%.
2. Includes taxable equivalent adjustment of $281,000, $581,000 and $747,000
in 1996, 1995 and 1994 using an effective ax rate of 35%.
3. Includes fees on loans of $4,249,000 in 1994.
4. Includes taxable equivalent adjustment of $751,000, $597,000 and $175,000
in 1996, 1995 and 1994, 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.

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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 1995 to 1996
and 1994 to 1995. Changes which are not solely due to volume or rate are
allocated to volume.

1996 OVER 1995 - INCREASE (DECREASE) 1995 OVER 1994 - INCREASE (DECREASE)
------------------------------------ ------------------------------------
(Taxable equivalent basis) Volume Rate Total Volume Rate Total
----------- ---------- ---------- ----------- ----------- ----------
(In thousands)

INTEREST REVENUE
Due from banks - interest bearing ($ 192) ($ 19) ($ 211) $ 261 ($ 64) $ 197
Held-to-maturity securities:
U.S. Government agencies (2,407) (1,922) (4,329) 5,851 3,659 9,510
State and political subdivisions (3) (805) (808) 951 (759) 192
Other securities (99) (67) (166) (13) (89) (102)
Available-for-sale securities 2,970 2,528 5,498 (4,028) (1,044) (5,072)
Federal funds sold 1,157 (73) 1,084 (223) 672 449
Loans (net of unearned discount) 24,939 (1,4160 23,523 25,233 15,262 40,495
Mortgages held for sale 479 5 484 (883) (840 (967)
------- ------- ------- ------- ------- -------
Total 26,844 (1,769) 25,075 27,149 17,553 44,702
------- ------- ------- ------- ------- -------

INTEREST EXPENSE
Demand deposits - interest bearing 1,361 1,331 2,693 955 458 1,413
Savings deposits 2,883 151 3,014 292 2,109 2,401
Time deposits 5,900 (116) 5,874 9,831 14,250 24,081
Federal funds purchased and
securities under
repurchase agreements 2 (132) (130) 212 534 746
Other short-term borrowings 963) (79) (141) (663) (6) (669)
Long-term debt 852 (114) 738 1,562 (106) 1,456
------- ------- ------- ------- ------- -------
Total 11,005 1,043 12,048 12,169 17,239 29,428
------- ------- ------- ------- ------- -------

Increase (Decrease) in Effective
Interest Differential $ 15,839 ($ 2,812) $ 13,027 $ 14,960 $ 314 $ 15,274
======= ======= ======= ======= ======= =======

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Investment Portfolio

Held-to-Maturity Securities

The following table shows the amortized cost of held-to-maturity
securities at December 31, 1996, 1995 and 1994:

December 31
-------------------------------------
1996 1995 1994
-------- -------- --------
(In thousands)

U. S. Treasury securities $ 91,340 $ 33,355 $ 59,793
U. S. Government agency
securities 292,930 293,831 376,708
Taxable obligations of states
and political subdivisions 1,375 500 -
Tax exempt obligations of states
and political subdivisions 144,406 110,830 112,915
Other securities 15 787 3,416
-------- -------- --------
TOTAL $530,066 $439,303 $552,832
======== ======== ========

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, 1996
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 $ 1,437 $130,803 $ 21,406 $ - 7.00%
Maturing after one
year but within
five years 87,919 146,847 66,749 15 6.89%
Maturing after five
years but within
ten years 1,984 12,208 47,797 - 7.22%
Maturing after ten
years - 3,072 9,829 - 8.36%
------- -------- -------- -------

TOTAL $91,340 $292,930 $145,781 $ 15
======= ======== ======== =======

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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Available-for-Sale Securities

The following table shows the book value of available-for-sale
securities at December 31, 1996, 1995 and 1994:

December 31
-------------------------------------
1996 1995 1994
-------- --------- --------
(In thousands)

U. S. Treasury securities $ 43,864 $ 51,241 $ 30,429
U. S. Government agency
securities 129,515 127,488 67,607
Taxable obligations of states
and political subdivisions 503 3,337 -
Tax exempt obligations of states
and political subdivisions 12,567 20,000 30,234
Other securities 44,290 37,689 65,759
-------- -------- --------
TOTAL $230,739 $239,755 $194,029
======== ======== ========

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, 1996
-----------------------------------------------------------------
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 $11,427 $65,789 $4,518 $22,000 5.93%
Maturing after one
year but within
five years 32,437 52,627 6,613 7,748 6.39%
Maturing after five
years but within
ten years - 1,672 503 14,542 6.54%
Maturing after ten
years - 9,427 1,436 - 7.57%
------- -------- ------- -------
TOTAL $43,864 $129,515 $13,070 $44,290
======= ======== ======= =======

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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Loan Portfolio

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

DECEMBER 31
-----------------------------------------------------------
1996 1995 1994 1993 1992
---------- ---------- ----------- ---------- ----------
(In thousands)

Commercial &
agricultural (1)(2) $238,246 $223,225 $211,988 $203,798 $382,233
Consumer & installment 744,456 695,127 633,692 510,538 501,627
Real estate mortgage 1,407,841 1,314,935 1,151,666 1,013,446 692,467
Lease financing 149,104 121,617 81,816 60,781 51,325
Other 14,471 16,780 11,913 52,692 22,594
---------- ---------- ---------- ---------- ----------
Total gross loans $2,554,118 $2,371,684 $2,091,075 $1,841,255 $1,650,246
========== ========== ========== ========== ==========

(1) Including $14,580,000, $17,388,000, $15,247,000, $15,588,000 and
$18,197,000 in 1996, 1995, 1994, 1993 and 1992, respectively, of loans
classified as agricultural.

(2) Including $38,406,000, $36,054,000, $29,838,000, $27,048,000 and
$20,364,000 in 1996, 1995, 1994, 1993 and 1992, 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, 1996.

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

Commercial
& agricultural $135,694 $ 83,425 $ 19,127
Consumer & installment 188,123 549,052 7,281
Real estate mortgages 526,681 656,907 224,253
Lease financing 48,385 100,716 3
Other 10,049 4,422 0.00
-------- ---------- --------
Total gross loans $908,932 $1,394,522 $250,664
======== ========== ========

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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, 1996.

December 31, 1996
FIXED VARIABLE
RATE RATE
----- --------
(In thousands)
Loan Portfolio
Due after one year $1,281,961 $363,225
========== ========

Nonaccrual, Past Due and Restructured Loans

See Note 5 of Notes to Consolidated Financial Statements on page 28 of
the Company's 1996 Annual Report to Shareholders incorporated herein by
reference. The aggregate principal balance of non-accrual loans was $3,940,000,
$1,592,000, $3,029,000, $4,072,000 and $10,742,000 at December 31, 1996, 1995,
1994, 1993 and 1992, respectively. The aggregate principal balance of
restructured loans was $77,000, $7,000, $1,448,000, $4,018,000 and $2,045,000 at
December 31, 1996, 1995, 1994, 1993 and 1992, respectively. Accruing loans which
were contractually past due 90 days or more for years ended December 31, 1996,
1995, 1994, 1993 and 1992, amounted to $4,811,000, $5,148,000, $3,614,000,
$4,277,000 and $8,523,000, 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, 1996,
no loans were known to be potential problem loans.

At December 31, 1996, 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. However, the Company does conduct
business in a geographically concentrated area. The ability of the Company's
borrowers to repay loans is to some extent dependent upon the economic
conditions prevailing in the market area.

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.

15
16

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:

1996 1995 1994
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 $3,570 9.33% $3,290 9.41% $3,100 10.14%

Consumer & installment 11,100 29.15% 10,413 29.31% 9,350 30.30%

Real estate mortgage 20,532 55.12% 19,500 55.44% 17,090 55.08%

Lease financing 2,070 5.84% 1,433 5.13% 1,290 3.91%

Other - 0.56% - 0.71% - 0.57%
------ ------ ------ ------ ------ ------
TOTAL $37,272 100.00% $34,636 100.00% $30,830 100.00%
====== ====== ====== ====== ====== ======

1993 1992
ALLOWANCE % OF ALLOWANCE % OF
FOR LOANS TO FOR LOANS TO
CREDIT LOSS TOTAL LOANS CREDIT LOSS TOTAL LOANS
=========== ----------- ----------- -----------

Commercial & agricultural $3,020 11.07% $5,550 23.16%

Consumer & installment 7,620 27.73% 7,355 30.40%

Real estate mortgage 16,123 55.04% 10,426 41.96%

Lease financing 705 3.30% 785 3.11%

Other - 2.86% - 1.37%
------ ------ ------ ------
TOTAL $27,468 100.00% $24,116 100.00%
====== ====== ====== ======

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, 1996.

1996 1995 1994 1993 1992
---- ---- ---- ---- ----
(In thousands)

LOANS
Average loans for the
period $ 2,410,746 $ 2,146,967 $ 1,881,922 $ 1,675,048 $ 1,550,745
=========== =========== =========== =========== ===========

ALLOWANCE FOR CREDIT
LOSSES
Balance, beginning
of period 34,636 30,830 27,468 24,116 21,106
Loans charged off:
Commercial & agricultural (1,197) (448) (1,479) (374) (1,662)
Consumer & installment (5,969) (3,550) (3,146) (5,030) (5,214)
Real estate mortgage (808) (715) (1,217) (2,128) (4,810)
Lease financing (30) (1) (19) (144) (169)
----------- ----------- ----------- ----------- -----------
Total loans charged off (8,004) (4,714) (5,861) (7,676) (11,855)
----------- ----------- ----------- ----------- -----------

Recoveries:
Commercial & agricultural 427 99 1,539 169 348
Consumer & installment 1,163 1,084 1,271 1,326 1,409
Real estate mortgage 241 366 412 325 169
Lease financing 5 18 55 176 96
----------- ----------- ----------- ----------- -----------
Total recoveries 1,836 1,567 3,277 1,996 2,022
----------- ----------- ----------- ----------- -----------

Net charge-offs (6,168) (3,147) (2,584) (5,680) (9,833)
Provision charged to
operating expense 8,804 6,206 5,946 9,032 12,843
Acquisitions -- 747 -- -- --
----------- ----------- ----------- ----------- -----------
Balance, end of period $ 37,272 $ 34,636 $ 30,830 $ 27,468 $ 24,116
=========== =========== =========== =========== ===========

RATIOS
Net charge-offs to
average loans 0.26% 0.15% 0.14% 0.34% 0.63%
=========== =========== =========== =========== ===========

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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, 1996.

YEARS ENDED DECEMBER 31
--------------------------------------------------------------------------------
1996 1995 1994
--------------------------------------------------------------------------------
Average Average Average Average Average Average
Amount Rate Amount Rate Amount Rate
------ ---- ------ ---- ------ ----
(Dollars in thousands)

Non-interest bearing
demand deposits $ 383,897 -- $ 361,120 -- $ 364,451 --

Interest bearing
demand deposits 700,863 2.91% 654,151 2.71% 618,929 2.64%

Savings 371,514 4.02% 300,278 3.97% 292,908 3.25%

Time 1,526,564 5.46% 1,416,901 5.47% 1,237,205 4.32%
---------- ---------- ----------

TOTAL DEPOSITS $2,982,838 $2,732,450 $2,513,493
========== ========== ==========

Time deposits of $100,000 and over including certificates of deposits
of $100,000 and over at December 31, 1996, had maturities as follows:

DECEMBER 31, 1996
-----------------
(In thousands)

Three months or less $111,204
Over three months through six months 96,670
Over six months through twelve months 54,377
Over twelve months 136,872
--------

TOTAL $399,123
========

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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,
1996, as presented below:

YEARS ENDED DECEMBER 31,
------------------------
1996 1995 1994
---- ---- ----

Return on average common equity 14.31% 13.23% 12.75%
Return on average assets 1.24 1.13 1.07
Dividend payout ratio 34.65 34.37 32.69

The Company's average common equity as a percent of average assets was
8.68%, 8.52% and 8.35% for 1996, 1995 and 1994, respectively.

Short-Term Borrowings

See Note 8 of Notes to Consolidated Financial Statements on pages 29
and 30 of the Company's 1996 Annual Report to Shareholders incorporated herein
by reference.

Item 2. - Properties

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

a. 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 78 of its 101 branch banking facilities. The
remaining 23 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 as well), 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) and an
office building in downtown Gulfport, Mississippi (which has
approximately 85,000 square feet of space, of which BOM uses
approximately 7,500 square feet for banking activities while
leasing or holding for lease the remaining portion of the
building).

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20
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 22 of its 30 branch banking facilities. The remaining
8 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. Personal Finance Company - This wholly-owned subsidiary of BOM
occupies 36 leased offices, with the unexpired terms varying
in length from one to five 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.

d. TC Finance, Inc.- This wholly-owned subsidiary of VOL occupies
9 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 1996.

20
21
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.

1996: High Low
---- ---

4th quarter $ 28.25 $ 23.75
3rd quarter 24.00 21.50
2nd quarter 25.00 21.50
1st quarter 25.50 21.125
1995:
4th quarter $23.875 $ 20.25
3rd quarter 20.875 19.375
2nd quarter 20.00 18.00
1st quarter 18.00 16.25

Holders of Record

As of February 28, 1997, there were 7,655 shareholders of record of the
Company's common stock.

Dividends

The Company declared cash dividends totaling $0.70 per share during
1996, $0.62 during 1995 and $0.555 during 1994. 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 1996 Annual Report to Shareholders is incorporated
herein by reference. The Company's long-term debt at December 31, 1996, totaled
$55,778,000, at December 31, 1995, totaled $73,624,000, at December 31, 1994,
totaled $67,416,000, at December 31, 1993, totaled $24,508,000 and totaled
$32,541,000 at December 31, 1992.

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22
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 1996 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 1996 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.

22
23
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 1997 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 B. Patterson Chairman of the Board of 54
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 65
of the Company;
Vice Chairman,
Bank of Mississippi;
Director of Bank of
Mississippi and Volunteer Bank

L. Nash Allen, Jr. Treasurer, and Chief 52
Financial Officer of
the Company; Executive
Vice President, Bank of Mississippi

Kenneth R. Wilburn Executive Vice President, 50
Loan Administration
of the Company and
Bank of Mississippi

Harry R. Baxter Vice Chariman and 52
Director of Marketing
of the Company and Bank of Mississippi

Gary R. Harder Senior Vice President, Audit 52
and Loan Review of the Company
and Bank of Mississippi

Michael W. Weeks Chairman of the Board of 48
Directors and Chief Executive
Officer of Volunteer Bank;
Executive Vice President of the Company

Michael L. Sappington Vice Chairman 47
Bank of Mississippi

Gregg Cowsert Vice Chairman and Chief 49
Lending Officer
Bank of Mississippi

James Threadgill Executive Vice President 42
Bank of Mississippi

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

24
25
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.

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 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 and named Vice Chariman in August 1996.

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.

Mr. Sappington joined First Mississippi National Bank in 1977 which was
later merged with Bank of Mississippi in 1987. He has served as Senior Vice
President and Executive Vice President. He was named Vice Chairman in August,
1996.

Mr. Cowsert joined the Bank of Mississippi in 1990 as Senior Vice
President. He has since served as Executive Vice President and was named Vice
Chairman in August, 1996.

Mr. Threadgill joined Bank of Mississippi in 1987 as Assistant Vice
President. He has since served as Vice President, Community Bank President and
was named Executive Vice President in August, 1996.

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 1997 annual meeting , and is
incorporated herein by reference. Information concerning the remuneration of
directors of the Company appears under the caption

25
26
"Compensation of Directors" on page 3 of the Company's definitive Proxy
Statement for its 1997 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 1997 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 1997 annual meeting, and is incorporated herein by reference.

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27
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
1996 Annual Report to Shareholders:
-Report of Independent Auditors
-Consolidated balance sheets as of December 31, 1996, and
1995.
-Consolidated statements of income for the three years ended
December 31, 1996.
-Consolidated statements of shareholders' equity for the three
years ended December 31, 1996.
-Consolidated statements of cash flows for the three years
ended December 31, 1996.
-Notes to consolidated financial statements for the three
years ended December 31, 1996.

(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) Specimen Common Stock Certificate. (3)
(10)(a) Stock Bonus Agreement between Bancorp of Mississippi,
Inc., and Aubrey B. Patterson, Jr., dated November 6,
1987, and Escrow Agreement between Bank of
Mississippi and Aubrey B. Patterson, Jr., dated
November 6, 1987. (4)(9)
(b) Form of deferred compensation agreement between
Bancorp of Mississippi, Inc. and certain key
executives. (5)(9)
(c) 1995 Stock Incentive Plan. (3)(9)
(d) 1995 Non-Qualified Stock Option Plan for Non-Employee
Directors. (3)(9)
(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)(9)
(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 1996 Annual Report to Shareholders.
(6)
(b) Consolidated Financial Statements and Notes thereto
and Independent Auditors Report on pages 21 through
40 of the 1996 Annual Report to Shareholders. (6)

27
28
(c) Summary of Quarterly Results on page 12 of the 1996
Annual Report to Shareholders. (6)
(d) Selected Financial Information on page 11 of the 1996
Annual Report to Shareholders. (6)
(22) Subsidiaries of the Registrant.
(23) Consent of Independent Accountants.
(27) Financial Data Schedule (for SEC use only).
(28) Information regarding Bancorp of Mississippi, Inc.,
amended and restated Salary Deferral-Profit Sharing
Employee Stock Ownership Plan. (7)(9)
(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) Filed as an exhibit to the Company's Form 10-K for the year ended
December 31, 1995 (file number 0-1-826), and incorporated by reference
thereto.
(9) Compensatory plans or arrangements.

(b) Reports on Form 8-K:

A current report on Form 8-K dated October 8, 1996
was filed with the Securities and Exchange
Commission during the fourth quarter of 1996
reporting an event under Item 5-Other Events.

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29
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.

DATE: March 26, 1997 /s/ Aubrey B. Patterson
-----------------------------------
Aubrey B. 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
Officer (Principal Executive Officer)
/s/ Aubrey B. Patterson and Director March 26, 1997
- ------------------------------
Aubrey B. Patterson

Treasurer (Principal Financial and
/s/ Nash Allen, Jr. Accounting Officer) March 26, 1997
- ------------------------------
L. Nash Allen, Jr.

Director March 26, 1997
- ------------------------------
S. H. Davis

Director March 26, 1997
- ------------------------------
Hassell Franklin

Director March 26, 1997
- ------------------------------
Fletcher H. Goode, M.D.

Director March 26, 1997
- ------------------------------
J. Louis Griffin, Jr.

Director March 26, 1997
- ------------------------------
W. G. Holliman, Jr.

Director March 26, 1997
- ------------------------------
Douglas Jumper

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30

/s/ Turner O. Lashlee Director March 26, 1997
- ------------------------------
Turner O. Lashlee

/s/ Alan W. Perry Director March 26, 1997
- ------------------------------
Alan W. Perry

Director March 26, 1997
- ------------------------------
Frank A. Riley

Director March 26, 1997
- ------------------------------
Travis E. Staub

Director March 26, 1997
- ------------------------------
Andrew R. Townes, DDS

Director March 26, 1997
- ------------------------------
Lowery A. Woodall