EXHIBIT 8

                 OPINION OF WATKINS LUDLAM & STENNIS, P.A. REGARDING TAX MATTERS


                                    FORM OF TAX OPINION TO BE GIVEN AT CLOSING

         The tax opinion  will  contain the  following  individual  opinions (or
opinions substantially similar thereto):

A.       WITH RESPECT TO THE HOLDING COMPANY MERGER:

         1.       Provided that the proposed  Merger of Hancock  Holding Company
                  with and into  Commerce  Corporation  qualifies as a statutory
                  merger under  applicable  Louisiana and  Mississippi  law, the
                  proposed    Holding   Company   Merger   will   constitute   a
                  reorganization    within   the   meaning   of   Code   section
                  368(a)(1)(A). Hancock Holding Company and Commerce Corporation
                  will each be "a party to a reorganization"  within the meaning
                  of section 368(b) of the Code.

         2.       No gain or loss will be  recognized  by  Commerce  Corporation
                  upon the  transfer  of all of its  assets to  Hancock  Holding
                  Company in exchange for Hancock  Holding Company Common Stock,
                  cash  for  dissenting  shareholders,  and  the  assumption  by
                  Hancock  Holding Company of all of the liabilities of Commerce
                  Corporation since the cash, if any, will be distributed to the
                  dissenting  shareholders  (Code  sections  361(a) and (b), and
                  357(a)).

         3.       No gain or loss will be recognized by Hancock  Holding Company
                  upon the receipt by Hancock  Holding  Company of the assets of
                  Commerce  Corporation in exchange for Hancock  Holding Company
                  Common Stock and the assumption by Hancock  Holding Company of
                  the liabilities of Commerce Corporation and the liabilities to
                  which  the  transferred   assets  are  subject  (Code  section
                  1032(a)).

         4.       The basis of the assets of Commerce  Corporation  in the hands
                  of Hancock Holding Company will be, in each instance, the same
                  as  the  basis  of  such  assets  in  the  hands  of  Commerce
                  Corporation  immediately  prior to the Holding  Company Merger
                  (Code section 362(b)).

         5.       The  holding  period of Commerce  Corporation's  assets in the
                  hands of Hancock Holding  Company will include,  in each case,
                  the  period  during  which the  assets  were held by  Commerce
                  Corporation (Code section 1223(2)).

         6.       No gain or loss  will be  recognized  by the  shareholders  of
                  Commerce  Corporation  upon their  receipt of Hancock  Holding
                  Company Common Stock (including  fractional share interests to
                  which  they may be  entitled)  solely  in  exchange  for their
                  Commerce Corporation Common Stock (Code section 354(a)(1)).

         7.       The basis of the Hancock  Holding  Company  Common Stock to be
                  received by the Commerce Corporation  shareholders  (including
                  any fractional  share interests to which they may be entitled)
                  will  be,  in each  instance,  the  same as the  basis  of the
                  Commerce






                  Corporation  Common  Stock  surrendered  in exchange  therefor
                  (Code section 358)).

         8.       The holding period of the Hancock Holding Company Common Stock
                  to  be  received  by  the  Commerce  Corporation  shareholders
                  (including any fractional share interests to which they may be
                  entitled) will include,  in each case, the period during which
                  the Commerce  Corporation Common Stock surrendered in exchange
                  therefor  was held,  provided  that the  Commerce  Corporation
                  Common  Stock is held as a  capital  asset in the hands of the
                  Commerce  Corporation  shareholder on the date of the exchange
                  (Code section 1223(1)).