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 1, 2011 (July 28, 2011)

BANCORPSOUTH, INC.

(Exact name of registrant as specified in its charter)

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

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 5 — Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On July 28, 2011, director R. Madison Murphy notified BancorpSouth, Inc. (the “Company”) of his intention to resign from the Board of Directors of the Company. Mr. Murphy’s resignation, which will be effective as of August 5, 2011, is not due to any disagreement with the Company. A copy of the press release announcing the retirement of Mr. Murphy 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 Press release issued on August 1, 2011 by BancorpSouth, Inc.

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/ Cathy S. Freeman
	Cathy S. Freeman
	Executive Vice President and Corporate Secretary

Date: August 1, 2011

EXHIBIT INDEX

Exhibit Number		Description
	99.1	Press release issued on August 1, 2011 by BancorpSouth, Inc.

EX-99.1

EXHIBIT 99.1

News Release

For Immediate Release
August 1, 2011 Contact: Randy Burchfield
Corporate Marketing
662-620-4920

BancorpSouth, Inc., Announces Resignation of R. Madison Murphy
From Board of Directors

TUPELO, Miss., Aug. 1, 2011— BancorpSouth, Inc., (NYSE: BXS) announced today the resignation of R. Madison Murphy from the Board of Directors of BancorpSouth, Inc., and BancorpSouth Bank, effective at the close of business on August 5, 2011. Mr. Murphy, the Managing Member of Murphy Family Management, LLC, headquartered in El Dorado, Arkansas, has served as a director since 2000 and is a member of the Audit Committee of the BancorpSouth, Inc., Board of Directors.

Aubrey Patterson, BancorpSouth Chairman and CEO said, “We greatly appreciate Madison Murphy’s expertise and counsel as a director of BancorpSouth, Inc., and BancorpSouth Bank for the past 11 years, as well as his hard work as a member of the Audit Committee. We thank him for his commitment and integrity, and we wish him well in his future endeavors.”

BancorpSouth, Inc., is a financial holding company headquartered in Tupelo, Mississippi, with $13.4 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates approximately 312 commercial banking, mortgage, insurance, trust and broker/dealer locations in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee and Texas. BancorpSouth Bank also operates an insurance location in Illinois.