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): January 19, 2012 (January 18, 2012)

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):

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

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

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

¨ 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 January 18, 2012, BancorpSouth, Inc. issued a press release announcing the pricing of its underwritten public offering of common stock. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated hereby by reference in its entirety.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated January 18, 2012

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: January 18, 2012

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release issued on January 18, 2012

EX-99.1

Exhibit 99.1

News Release

Contact: William L. Prater Treasurer and Chief Financial Officer 662/680-2000 Will Fisackerly First Vice President and Director of Investor Relations 662/680-2475

BancorpSouth Announces Pricing of $100 Million Public Offering of Common Stock

TUPELO, Miss., January 18, 2012/PRNewswire-FirstCall via COMTEX/ — BancorpSouth, Inc. (NYSE: BXS) (the “Company”) announced today the pricing of an underwritten public offering of 9,523,810 shares of its common stock at a price of $10.50 per share. The Company has granted the underwriters a 30-day option to purchase up to an additional 15 percent of common shares sold pursuant to this transaction to cover over-allotments.

The Company intends to use the net proceeds of this offering for general corporate purposes, including to maintain certain capital levels and liquidity at the Company, potentially provide equity capital to BancorpSouth Bank, fund growth either organically or through acquisition of other financial institutions, insurance agencies, or other businesses that are closely aligned to the operations of the Company, and fund investments in its subsidiaries.

The offering of common stock may be made only by means of a prospectus and a related prospectus supplement. Morgan Stanley & Co. LLC and Stifel, Nicolaus & Company, Incorporated are the joint book-running managers in the offering. Stephens Inc.; Keefe, Bruyette & Woods; and Sandler O’Neill + Partners, L.P. are acting as co-managers for the stock offering.

A registration statement relating to the shares is effective with the Securities and Exchange Commission. A prospectus supplement relating to the offering has been filed with the Securities and Exchange Commission. Copies of the prospectus supplement and the accompanying prospectus may be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2^nd Floor, New York, New York 10014, telephone: (866) 718-1649 and Stifel, Nicolaus & Company, Incorporated, Attention: Prospectus Department, One South Street, 15th Floor, Baltimore, Maryland 21202, telephone: (443) 224-1988.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

- MORE -

Box 789 Ÿ Tupelo, MS 38802-0789 Ÿ (662) 680-2000

BancorpSouth, Inc.is financial holding company.

BXS Announces Pricing of $100 Million Public Offering of Common Stock

Page 2

January 18, 2012

About BancorpSouth

BancorpSouth, Inc. is a financial holding company headquartered in Tupelo, Mississippi, with $13.0 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates 286 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.

Forward-Looking Statements

This news release contains various forward-looking statements. A discussion of various factors that could cause BancorpSouth’s actual results to differ materially from those expressed in such forward-looking statements is included in BancorpSouth’s filings with the Securities and Exchange Commission, including the prospectus supplement relating to this offering, its Annual Report on Form 10-K for the year ended December 31, 2010, and Quarterly Reports on Form 10-Q for the periods ended March 31, 2011, June 30, 2011 and September 30, 2011.