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): May 9, 2012 (May 8, 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 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 May 8, 2012, BancorpSouth, Inc. (the “Company”) announced the retirement of Gary C. Bonds from his positions as Senior Vice President and Principal Accounting Officer of the Company and Executive Vice President and Controller of BancorpSouth Bank, effective June 29, 2012.

A copy of the press release announcing the retirement of Mr. Bonds is filed 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 May 8, 2012 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: May 9, 2012

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release issued on May 8, 2012 by BancorpSouth, Inc.

EX-99.1

Exhibit 99.1

News Release

For Immediate Release	Media Contact: Randy Burchfield
May 8, 2012	662-620-4920

Gary Bonds Retires as BancorpSouth, Inc. Senior Vice President and Principal Accounting

Officer; Completes 31-Year Career with BancorpSouth

TUPELO, Miss., May 8, 2012 — BancorpSouth, Inc. (NYSE: BXS) announced today the retirement of Gary C. Bonds from his positions as Senior Vice President and Principal Accounting Officer of BancorpSouth, Inc., and Executive Vice President and Controller of BancorpSouth Bank, effective June 29, 2012.

Bonds joined BancorpSouth in 1981 following a career in public accounting and service in the U.S. Army. Prior to joining BancorpSouth, he was a certified public accountant with the Clarksdale, Mississippi, accounting firm of Ellis and Hirsberg. Bonds received a bachelor’s degree in accounting from Mississippi State University, and subsequently earned the CPA designation. Bonds is a member of the American Institute of Certified Public Accountants.

Aubrey Patterson, BancorpSouth Chairman and CEO, said, “Gary Bonds has provided dedicated and highly valued service to BancorpSouth for over 30 years. Through a time of rapid Company growth and expansion, and during unprecedented change in accounting and regulatory standards in our industry, Gary served with an exemplary commitment to the principles and high standards required of a BancorpSouth senior financial officer. As a key member of our management team, Gary will be missed. I join with the entire BancorpSouth family in wishing the best for Gary and his wife Martha as they begin a new chapter in their lives.”

Bill Prater, BancorpSouth’s Chief Financial Officer added, “It has been my pleasure to have been associated with Gary Bonds since joining the BancorpSouth team. As a friend and confidant to me, as well as to many other officers and staff members of the finance division, it is with deep appreciation that we recognize the tremendous contributions Gary has provided to our team.”

BancorpSouth, Inc. is a financial holding company headquartered in Tupelo, Mississippi, with $13.3 billion in assets. BancorpSouth Bank, a wholly owned subsidiary of BancorpSouth, Inc., operates approximately 290 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.

- END-

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

is a bank holding company.