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                                                                    EXHIBIT 23.2

                          INDEPENDENT AUDITOR'S 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. Amended and Restated Salary Deferral
Profit Sharing Employee Stock Ownership Plan of our report dated May 7, 1999,
relating to the statements of net assets available for plan benefits of
BancorpSouth, Inc. Amended and Restated Salary Deferral - Profit Sharing
Employee Stock Ownership Plan as of December 31, 1998 and 1997, 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, 1998, which report appears in the
December 31, 1998 Annual Report on Form 10-K, as amended on June 30, 1999, of
BancorpSouth, Inc.


                                             /s/ KPMG LLP

Memphis, Tennessee
June 28, 1999