EXHIBIT 23.2


                            Basil M. Lee and Company
                          Certified Public Accountants


Alvin J. Ourso, Jr., CPA                              Basil M. Lee, CPA - Ret.
Leonard M. Blanchard, CPA                                           Consultant
Roy P. Chenevert, Jr., CPA


                         CONSENT OF INDEPENDENT AUDITORS


We consent to the  reference to our firm under the caption  "Experts" and to the
use of our report dated February 6, 1997 (which expresses an unqualified opinion
and  includes  an  explanatory  paragraph  relating  to  litigation  against the
subsidiary)  with respect to the consolidated  financial  statements of Commerce
Corporation And Subsidiary  included in this  Registration  Statement (Form S-4)
and related  Prospectus of Hancock Holding  Company for the  registration of its
common stock.


/s/ Basil M. Lee and Company

Basil M. Lee and Company
April 25, 1997
















2820 Continental Drive-Baton Rouge, LA 70808-3211 
Tel. 504/928-1100 - Fax 504/928-1154