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 24, 2012 (January 24, 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 2 – Financial Information

Item 2.02. Results of Operations and Financial Condition.

On January 17, 2012, BancorpSouth, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2011. The Company will conduct a conference call at 10:00 a.m. (Central Time) on January 24, 2012 to discuss its financial results for the fourth quarter and year ended December 31, 2011. A copy of the presentation to be used for the conference call is furnished as Exhibit 99.2 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.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release issued on January 17, 2012 (1)
99.2	Presentation for conference call to be conducted by BancorpSouth, Inc. on January 24, 2012

(1) Furnished as an exhibit to the Company’s Current Report on Form 8-K filed on January 17, 2012 (File number 1-12991) and incorporated by reference.

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 24, 2012

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release issued on January 17, 2012 (1)
99.2	Presentation for conference call to be conducted by BancorpSouth, Inc. on January 24, 2012

(1) Furnished as an exhibit to the Company’s Current Report on Form 8-K filed on January 17, 2012 (File number 1-12991) and incorporated by reference.