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): October 31, 2012 (October 29, 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 8 – Other Events

Item 8.01. Other Events.

On October 29, 2012, George F. Middlebrook III resigned from the boards of directors of BancorpSouth, Inc. (the “Company”) and BancorpSouth Bank (the “Bank”). Mr. Middlebrook’s resignation is not the result of any disagreement with the Company or the Bank, or any matter relating to the operations, policies or practices of the Company or the Bank.

A copy of the press release announcing the retirement of Mr. Middlebrook 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 October 30, 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: October 30, 2012

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release issued on October 30, 2012 by BancorpSouth, Inc.

EX-99.1

EXHIBIT 99.1

News Release

Media Contact:

Randy Burchfield

Senior Vice President

662-620-4920

BancorpSouth Announces Resignation of George F. Middlebrook, III

from the Board of Directors

TUPELO, Miss., Oct. 30, 2012 /PRNewswire/ — BancorpSouth, Inc., (NYSE: BXS) announced today the resignation of George F. Middlebrook, III, from the Boards of Directors of BancorpSouth, Inc. and BancorpSouth Bank, effective at the close of business on October 29, 2012. Middlebrook, of Nacogdoches, Texas, manages oil, gas and timberland interests of family partnerships and has also been engaged in residential and commercial real estate development. He has agreed to serve on BancorpSouth Bank’s Nacogdoches, Texas community bank board.

Middlebrook served on the Board of Directors of Fredonia State Bank from 1985 until it was acquired by First United Bancshares in 1997, and then served on the Board of Directors of First United Bancshares until it was acquired by BancorpSouth in 2000. He was chair of BancorpSouth Bank’s Asset Management and Trust Committee and its CRA/Fair Lending Committee.

Aubrey Patterson, BancorpSouth Chairman and CEO said, “We greatly appreciate George Middlebrook’s leadership, expertise and wise counsel as a director of BancorpSouth Bank for the past 12 years, and we are pleased that he has agreed to serve on our Nacogdoches community bank board. We wish him well in his future endeavors.”

BancorpSouth, Inc. is a financial holding company headquartered in Tupelo, Mississippi, with $13.2 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates approximately 293 commercial banking, mortgage, insurance, trust and broker/dealer locations in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee and Texas, including an insurance location in Illinois.

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

BancorpSouth, Inc. is a financial holding company.