8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 18, 2009 (August 18, 2009)

BANCORPSOUTH, INC.

(Exact name of registrant as specified in its charter)

Mississippi	1-12991	64-0659571
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification No.)
incorporation)

One Mississippi Plaza
201 South Spring Street
Tupelo, Mississippi	38804
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (662) 680-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 7 — Regulation FD

     Item 7.01. Regulation FD Disclosure.

     On August 18, 2009, BancorpSouth, Inc. will make a presentation at the Howe Barnes Bank Conference in Chicago, Illinois. A copy of the presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

Section 9 — Financial Statements and Exhibits

     Item 9.01. Financial Statements and Exhibits.

(a)	Not applicable.
(b)	Not applicable.
(c)	Not applicable.
(d)	Exhibits.
	Exhibit 99.1 Presentation by BancorpSouth, Inc. at the Howe Barnes Bank Conference on August 18, 2009

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BANCORPSOUTH, INC.
By:	/s/ William L. Prater
	William L. Prater
	Treasurer and Chief Financial Officer

Date: August 18, 2009

EXHIBIT INDEX

Exhibit Number	Description
99.1	Presentation by BancorpSouth, Inc. at the Howe Barnes Bank Conference on August 18, 2009

EX-99.1

Exhibit 99.1

Howe Barnes Bank Conference Chicago, IL August 18, 2009

or These

“would” press These forward-looking “could,” We caution you not to “intend,” retain qualified personnel, changes assets, the ability of BancorpSouth to as amended. “will,” BancorpSouth does not undertake any “might,” “may,” within the meaning of Section 27A of the Securities Act of 1933, as “foresee,” “expect,” “estimate,” operating or expansion strategy, changes in t he national economy and in the economy in market areas, the ability of BancorpSouth to attract, train and Forward Looking Information “believe,” or future or conditional verb tenses, and variations or negatives of such terms. differ materially from those indicated in such forward-looking statements as a result of a variety of factors. factors include, but are not limited to, the ability of BancorpSouth to provide and market competitive products and services, the ability of BancorpSouth to manage g rowth and effectively serve an expanding customer and market base, changes in economic conditions, the ability of BancorpSouth to identify and enter new markets, changes in Certain statements contained in this presentation and the accompanying slides may not be based on historical facts and are “forward-looking statements” amended, and Section 21E of the Securities Exchange Act of 1934, statements may be identified by reference to a future period or by the use of forward-looking terminology, such as “anticipate,” “plan,” place undue reliance on the forward-looking statements contained in this presentation, in that actual results could BancorpSouth’s BancorpSouth’s in consumer preferences, geographic concentrations of BancorpSouth’s implement and integrate new technologies, changes in business conditions, including, for example, changes in interest rates and regulatory changes, and other factors detailed from time to time in BancorpSouth’s releases and fil ings with the Securities and Exchange Commission. obligation to update or revise forward-looking statements to reflect events or circumstances after the date of this presentation. Unless otherwise noted, any quotes in this presentation can be attributed to company management.2

Corporate Profile

• to financialand products of company lineindividuals non-interest to focus holding businesses and assets services in comprehensive banking banking financial aandmid-size billion locations to $13.3 8-state 318 Providesproductssmall- Traditional Community •Data as of June 30, 20093

market footprint

Balance Sheet Information

% % % Change -0.8 -0.7 3.0 13.0 3.6 3.3 2.1 2008 9,481 123 9,807 1,234 14.98 13,399 12,140 $ As of June 30, $ 2009 9,761 139 1,275 15.30 13,298 12,059 10,158 $ $ Total assets Total earning assets Loans, net of unearned discount Allowance for credit losses Total deposits Common shareholders’ equity Book value per share

Dollars in millions, except per share amounts5

Graphic Appears Here]

% % % % Change 0.4 47.7 4.7 7.2 (17.2) (20.2) (15.9) (16.5 ) 2008 219.9 22.0 139.5 225.5 36.6 75.3 0.91 111.8 $ $ June 30, $ Six Months Ended 2009 220.8 32.5 146.0 241.7 92.6 29.2 63.3 0.76 $ $ $ Results            diluted Operating “Consistently strong performance in a challenging environment.” Net interest revenue Provision for credit losses Noninterest revenue Noninterest expense Income before income taxes Income tax provision Net income Net income per share:

Dollars in millions, except per share amounts6

Performance Ratios “Our operating results have continued to provide solid performance ratios.”

2008 1.15% 12.48% 3.79% June 30, Six Months Ended 2009 0.96% 10.26% 3.75% 2008 1.23% 13.16% 3.79% June 30, Three Months Ended 2009 1.02% 10.86% 3.75% Return on average assets Return on common equity Net interest margin7

Net Interest Margin “The company has produced a strong and relatively stable net interest margin.”8

Noninterest Revenue “We have a diversified stream of noninterest revenue.” 2008 46.1 11.1 16.8 32.9 4.5 28.1 139.5 $ $ June 30, 2009 43.2 21.6 17.5 29.7 4.2 29.8 146.0 Six Months Ended $ $ Insurance commissions Mortgage lending Credit card, debit card, and merchant fees Service charges Trust income Other Total noninterest revenue Dollars in millions9

BancorpSouth Insurance Services10

Earnings Per Share History

Total Year 2nd Qtr YTD

11

Deposits and Borrowings 2Q-08

have risen 2Q-09.”

Demand — Non-InterestCDsShort-Term Borrowings

Demand — InterestSavingsOther Data based on Average Balances

12

Deposits

“A strategy of controlled growth.” Total Deposits as of June 30 ($ in billions)

as of June 30, 2009

13

Loans

Loans Net of Unearned Income as of June 30 ($ in billions)

has steady

14

NPL as a Percent of Outstanding 0.70% 1.08 0.98 0.42 1.84 0.51 2.71 0.21 4.05 0.26 1.00% 9.2 2.2 4.5 7.1 3.6 4.1 2.0 NPL $ 82.4 20.2 44.8 97.7 $ 1,323 7,595 2,055 532 242 1,395 1,652 1,719 102 741 9,761 Outstanding $ $ Loan Portfolio Commercial & Industrial Real Estate Consumer Mortgages Home Equity Agricultural Commercial & Industrial-Owner Occupied Construction, Acquisition and Development Commercial Credit Cards All Other Total Loans

as of June 30, 2009, dollars in millions

15

Real Estate Construction, Acquisition and Development

NPL as a Percent of Outstanding 0.95% 0.00 1.97 0.00 0.04 1.66 5.38 2.71 % NPL 0.1 0.0 6.0 0.0 0.1 4.4 34.2 44.8 $ $ 12 18 304 54 365 263 636 $ 1,652 Outstanding $ Multi-Family Construction Condominiums 1-4 Family Construction Recreation and All Other Loans Commercial Construction Commercial Acquisition and Development Residential Acquisition and Development Real Estate Construction, Acquisition and Development

as of June 30, 2009, dollars in millions

16

Non-Accruing and Restructured Loans / Loans (%)

The aggregate amounts are Peer Data from SNL Financial as of 8/5/09 The SNL Bank peer group includes a number of publicly traded banks and bank holding companies, as compiled by SNL Financial LC. size-weighted, calculated by consolidating all companies into a single entity.

17

Net Charge-Offs / Average Loans (%)

The aggregate amounts are Peer Data from SNL Financial as of 8/5/09 The SNL Bank peer group includes a number of publicly traded banks and bank holding companies, as compiled by SNL Financial LC. size-weighted, calculated by consolidating all companies into a single entity.

18

Non-Performing Assets / Assets (%)

The aggregate amounts are Peer Data from SNL Financial as of 8/5/09 The SNL Bank peer group includes a number of publicly traded banks and bank holding companies, as compiled by SNL Financial LC. size-weighted, calculated by consolidating all companies into a single entity.

19

Reserve Coverage of Non-Performing Assets (%)

The aggregate amounts are Peer Data from SNL Financial as of 8/5/09 The SNL Bank peer group includes a number of publicly traded banks and bank holding companies, as compiled by SNL Financial LC. size-weighted, calculated by consolidating all companies into a single entity.

20

Total Equity / Total Assets (%)

The aggregate amounts are Peer Data from SNL Financial as of 8/5/09 The SNL Bank peer group includes a number of publicly traded banks and bank holding companies, as compiled by SNL Financial LC. size-weighted, calculated by consolidating all companies into a single entity.

21

Tangible Equity / Tangible Assets (%)

The aggregate amounts are Peer Data from SNL Financial as of 8/5/09 The SNL Bank peer group includes a number of publicly traded banks and bank holding companies, as compiled by SNL Financial LC. size-weighted, calculated by consolidating all companies into a single entity.

22

Dividend Yield = 3.72% *

Dividend Growth

* as of August 5, 2009

Cash dividend per share of common stock

23

Periods ending 6/30/09

Total Shareholder Return including dividends

S&P 500 Index

S&P 500 Banks Index

BXS

Bloomberg Source:

24

Additional information can be found at . com common stock is traded on the New York Stock Exchange . bancorpsouth

..

BancorpSouth’s under the symbol BXS. www