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                                   EXHIBIT 23



                              ACCOUNTANTS' CONSENT

The Board of Directors
BancorpSouth, Inc.:

We consent to incorporation by reference in the Registration Statement (No.
33-3009) on Form S-3 and the Registration Statement (No. 2-88488) on Form S-8 of
BancorpSouth, Inc. of our report dated January 24, 1997, relating to the
consolidated balance sheets of BancropSouth, Inc. and subsidiaries as of
December 31, 1996 and 1995, and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1996, which report is incorporated by reference in the
1996 annual report on Form 10-K of BancorpSouth, Inc.

Our report refers to a change in accounting principles related to the adoption
in 1994 of the provisions of Statement of Financial Accounting Standards (SFAS)
No. 115, Accounting for Certain Investments in Debt and Equity Securities.



KPMG Peat Marwick LLP

Memphis, Tennessee
March 28, 1997