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                                                                    EXHIBIT 3(c)

                               AMENDMENT NO. 1 TO
                           AMENDED AND RESTATED BYLAWS
                              OF BANCORPSOUTH, INC.

         The Amended and Restated Bylaws of BancorpSouth, Inc. are amended by
deleting Section 9 of Article III thereof in its entirety, and inserting in
replacement thereof the following:

         SECTION 9. Vacancies

                           If a vacancy occurs on the Board of Directors,
                  including a vacancy resulting from an increase in the number
                  of directors: (i) the shareholders of the Corporation may fill
                  the vacancy, (ii) the Board of Directors may fill the vacancy,
                  or (iii) if the Directors remaining in office constitute fewer
                  than a quorum of the Board of Directors, the Board of
                  Directors may fill the vacancy by the affirmative vote of a
                  majority of all the Directors remaining in office. A vacancy
                  that will occur at a later date, by reason of resignation
                  effective at a later date or otherwise, may be filled before
                  the vacancy occurs, but the new Director may not take office
                  until the vacancy occurs.

                                       Amended by the Board of Directors of
                                       BancorpSouth, Inc. as of August 30, 2000



                                       /s/ Cathy S. Freeman
                                       -----------------------------------------
                                       Cathy S. Freeman
                                       Secretary