SECURITIES AND EXCHANGE COMMISSION 

                     Washington, D.C.  20549

                                                                  
                       

                             FORM 8-A


        FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
             PURSUANT TO SECTION 12(b) OR (g) OF THE
                 SECURITIES EXCHANGE ACT OF 1934


                    HANCOCK HOLDING COMPANY
                                                                  
                                                                  
                                           
     (Exact name of registrant as specified in its charter)

Mississippi                                            64-0169065
                                                                  
(State of incorporation of organization)          (IRS Employer
                                             Identification No.)

One Hancock Plaza
Gulfport, Mississippi                                       39501
                      
(Address of principal executive offices)               (Zip Code)


              Securities to be registered pursuant 
                   to Section 12(b) of the Act:

     Title of each class           Name of each exchange on which
     to be so registered           each class is to be registered

                               None

               Securities to be registered pursuant
                   to Section 12(g) of the Act:


                   Common Share Purchase Rights
                                                                  
                         (Title of class)





Item 1.   Description of Securities to be Registered

          On February 20, 1997, the shareholders of Hancock Holding
Company (the "Company") adopted a Shareholder Rights Plan.  The
terms of the Rights Plan are set forth in a Rights Agreement (the
"Rights Agreement") dated February 21, 1997 between the Company and
Hancock Bank, as Rights Agent.  The securities being registered
hereunder are the rights to purchase shares of the Company's Common
Stock, par value $2.50 per share ("Common Stock") issued under the
terms of the Rights Plan to the shareholders of record on February
20, 1997, and will attach to shares of Common Stock issued by the
Company during the term of the Rights plan prior to the triggering
of the rights.  The following descriptions of the provisions of the
Rights Plan are qualified in their entirety by reference to the
Rights Agreement (including the exhibits thereto).

          Distribution of Rights; Initial Exercise Price.  On
February 21, 1997, each shareholder of record at the close of
business on February 20, 1997 (the "Record Date") received a
dividend distribution of one Common Stock purchase right (a "Right")
for each outstanding share of Common Stock.  Each share of Common
Stock issued by the Company, including shares distributed from
treasury, after February 21, 1997 and prior to the Distribution
Date (as defined below) will automatically have a Right attached to
it.  Each Right initially will entitle the registered holder,
subject to the terms of the Rights Agreement, to purchase from the
Company one share of Common Stock at a purchase price per share of
$120, well above the market price of $42.25 on February 20, 1997,
subject to adjustment (the "Purchase Price").  The Purchase Price
is payable in cash or by certified or bank check or bank draft
payable to the order of the Company.

          Separation of Rights from Common Stock.  Initially, the
Rights will be incorporated in and represented by the certificates
representing the shares of outstanding Common Stock, and no
separate Rights certificates will be distributed.  The Rights will
separate from the Common Stock and separate Rights certificates
will be distributed upon the earlier of (i) 10 days following a
public announcement that a person or group of affiliated or
associated persons who are not affiliated with the Company or any
subsidiary (such person or group being an "Acquiring Person") has
acquired, obtained the right to acquire, or otherwise obtained
beneficial ownership of 10% or more of the then outstanding shares
of Company Common Stock ("Stock Acquisition Date"), or (ii) the
close of business on the tenth business day following the
commencement of, or the announcement of an intent to commence, a
tender or exchange offer that would result in a person or group
becoming an Acquiring Person (such person or group upon the
consummation of such offer becoming an "Acquiring Person") or (iii)
the close of business on the tenth business day after a majority of
the members of the Board of Directors who are not officers of the
Company determine, after reasonable inquiry and investigation,
including consultation with such persons as they deem appropriate,
that a person has, alone or together with his affiliates or
associates, become the beneficial owner of 10% or more of the
outstanding shares of Common Stock or voting power of the Company
and is an "Adverse Person", meaning (a) such beneficial ownership
by the Adverse Person is intended to cause the Company to
repurchase the Common Stock or voting power of the Company
beneficially owned by such person or to cause pressure on the
Company to take action or enter into a transaction or series of
transactions intended to provide the Adverse Person with short term
financial gain under circumstances where these directors determine
that the best long term interests of the Company and the
shareholders would not be served by taking such action or entering
into such transaction or series of transactions or (b) such
beneficial ownership is causing or is reasonably likely to cause a
material adverse impact on the business or prospects of the Company
(including, but not limited to, impairment of the Company's
relationships with customers, its ability to maintain its
competitive position, its capital position, its ability to meet the
convenience and needs of the communities it serves, or its business
reputation or ability to deal with governmental agencies) to the
detriment of the shareholders.  The earlier to occur of such events
is the "Distribution Date." 

          Exercisability of Rights.  The Rights are not exercisable
until the Distribution Date and will expire at the close of
business on February 21, 2007 (the "Final Expiration Date") unless
earlier redeemed by the Company as described below.

          Separated Rights Evidenced by Certificates.  Until the
Distribution Date, (i) the Rights will be evidenced by Common Stock
certificates and will be transferred with and only with such Common
Stock certificates, (ii) new Common Stock certificates issued after
the Record Date, including shares distributed from treasury, will
contain a notation incorporating the Rights Agreement by reference,
and (iii) the surrender for transfer of any certificates
representing outstanding Common Stock also will constitute the
transfer of the Rights associated with the Common Stock represented
by such certificate.  As soon as practicable after the Distribution
Date, Rights certificates will be mailed to holders of record of
Common Stock as of the close of business on the Distribution Date
and, thereafter, the separate Rights Certificates alone will
represent the Rights.

          Triggering Events for Decrease in Exercise Price;
Nullification of Certain Rights.  In the event that (i) a person or
group (other than the Company, any of its subsidiaries, or any
employee benefit plan of the Company) becomes an Acquiring Person,
or (ii) the Board has determined the existence of an Adverse Person
(either of such events being a "Triggering Event"), then, in each
such case, each holder of a Right shall have the right to receive,
upon exercise, a share of Company Common Stock (or, in certain
circumstances, cash, property or other securities of the Company)
at an adjusted Purchase Price of 50% of the current market value of
such share.  Notwithstanding any of the foregoing, following the
occurrence of one of the foregoing events, all Rights that are, or
(under certain circumstances specified in the Rights Agreement)
were, beneficially owned by an Acquiring Person or an Adverse
Person will be null and void.

          Optional Exchange of Rights.  At any time after the
occurrence of a Triggering Event, the Board of Directors of the
Company may exchange the Rights (other than Rights owned by such
person which have become void), in whole or in part, at an exchange
ratio of one share per Right (subject to adjustment).

          Triggering Events for Purchase of Acquiror's Shares.  In
the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or other business
combination transaction and the Company is not the surviving
corporation, (ii) any person or group effects a share exchange or
merger with the Company and all or part of the Company's Common
Stock is converted or exchanged for securities, cash, or property
of any other person or group, or (iii) 50% or more of the Company's
assets or earning power is sold or transferred (any of such events
also being a "Triggering Event"), then, in each such case, each
holder of a Right shall have the right to receive, upon exercise,
the number of shares of common stock of the Acquiring Person
purchasable for the Purchase Price at a price of 50% of the current
market value of such shares.

          Anti-dilution Adjustments.  The Purchase Price payable,
and the number of shares of Common Stock or other securities or
property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution in the event the
Company shall (i) declare a dividend on the Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common
Stock, (iii) combine the outstanding Common Stock into a smaller
number of shares, or (iv) issue any shares of its capital stock a
reclassification of the Common Stock, including any such
reclassification in connection with a share exchange or merger in
which the Company is the continuing or surviving corporation.  With
certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the
Purchase Price.  The Company is not required to issue fractional
shares of Common Stock.  In lieu thereof, an adjustment in cash may
be made based on the market price of the Common Stock prior to the
date of exercise.

          Redemption of Rights.  The Rights are redeemable at $.01
per Right (the "Redemption Price"), subject to adjustment, by a
majority of the independent directors of the Board, payable, at the
election of such majority of independent directors, in cash or
shares of Common Stock, at any time prior to the close of business
on the tenth day after a public announcement that a person or group
has acquired, or obtained the right to acquire, beneficial
ownership of 10% or more of the Common Stock, or after a
declaration by the Board of Directors of the existence of an
Adverse Person (the "Right of Redemption").  Immediately upon any
redemption of the Rights, the right to exercise the Rights will
become a right to receive the Redemption Price.  Unless earlier
redeemed, the Rights will expire on the Final Expiration Date. 
Common Stock purchasable upon exercise of the Rights will not be
redeemable.

          No Shareholder Rights Until Exercise; Taxes.  Until a
Right is exercised, the holder hereof, as such, will have no rights
as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends.

          The distribution of the Rights should not be taxable to
shareholders or to the Company for federal income tax purposes. 
SHAREHOLDERS ARE URGED TO CONSULT THEIR INDIVIDUAL TAX ADVISORS TO
REVIEW THE EFFECT OF EXERCISE OR REDEMPTION OF THE RIGHTS GIVEN
THEIR SPECIFIC CIRCUMSTANCES.

          Amendment to Rights Agreement.  Any of the provisions of
the Rights Agreement may be supplemented or amended by the Board of
Directors at any time prior to the Distribution Date without the
consent of the shareholders.  After the Distribution Date, the
provisions of the Rights Agreement may be supplemented or amended
without the consent of the holders of the Rights in order to (i)
cure any ambiguity, defect, or inconsistency, (ii) make changes
that are consistent with the objectives of the Board in adopting
the Rights Plan (except that from and after such time as any person
becomes an Acquiring Person or a declaration by the Board of
Directors of the existence of an Adverse Person, no such amendment
may adversely affect the interests of holders of Rights), or (iii)
shorten or lengthen any time period under the Rights Agreement,
although no amendment to adjust the time period governing
redemption shall be made at such time as the Rights are not
redeemable.

Anti-takeover Effects.  The Rights have certain anti-takeover
effects.  The Rights may cause substantial dilution to a
person or group that attempts to acquire the Company on terms not
approved by the Company's Board of Directors.  The Rights should not
interfere with any merger or other business combination approved by
the Board of Directors prior to the time that a person or group has
acquired, or obtained the right to acquire, beneficial ownership of
10% or more of the Common Stock, or has been determined to be an
Adverse Person, because until such time the Rights may be redeemed
by the Company at the Redemption Price.

     Item 2.   Exhibits

               1.   Rights Agreement, dated February 21, 1997,
                    between Hancock Holding Company, and Hancock
                    Bank, as Rights Agent, which includes the form
                    of Right Certificate as Exhibit B and the
                    Summary of Rights to Purchase Common Shares as
                    Exhibit C.  Pursuant to the Rights Agreement,
                    printed Rights Certificates will not be mailed
                    until as soon as practicable after the earlier
                    of the tenth day after public announcement
                    that a person has become an Acquiring Person,
                    or the tenth day (or such later date as may be
                    determined by action of the Board of
                    Directors) after a person commences, or
                    announces its intention to commence, a tender
                    offer or exchange offer the consummation of
                    which would result in a person becoming an
                    Acquiring Person, or the tenth business day
                    after the determination of the existence of an
                    Adverse Person.



                            SIGNATURES


     Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated: February 21, 1997

                                   HANCOCK HOLDING COMPANY



                                   By:                       
                                        /s/ Leo W. Seal, Jr.
                                        President and Chief
                                        Executive Officer



                           EXHIBIT LIST


1.   Rights Agreement, dated February 21, 1997, between
     Hancock Holding Company and Hancock Bank, as Rights
     Agent, which includes the form of Right Certificate as
     Exhibit B and the Summary of Rights to Purchase Common
     Shares as Exhibit C.  Pursuant to the Rights Agreement,
     printed Rights Certificates will not be mailed until as
     soon as practicable after the earlier of the tenth day
     after public announcement that a person has become an
     Acquiring Person, or the tenth day (or such later date as
     may be determined by action of the Board of Directors)
     after a person commences, or announces its intention to
     commence, a tender offer or exchange offer the
     consummation of which would result in a person becoming
     an Acquiring Person, or the tenth business day after the
     determination of the existence of an Adverse Person.





                    EXHIBIT NO. 1 TO FORM 8-A



                     HANCOCK HOLDING COMPANY


                               and


                           HANCOCK BANK


                           Rights Agent

                         Rights Agreement

                  Dated as of February 21, 1997





                        TABLE OF CONTENTS


                                                             Page


     Section 1.  Certain  Definitions. . . . . . . . . . . . . .1

     Section 2.  Appointment of Rights Agent . . . . . . . . . .3

     Section 3.  Issue of Right  Certificates. . . . . . . . . .4

     Section 4.  Form of Right Certificates. . . . . . . . . . .5

     Section 5.  Countersignature and Registration . . . . . . .5

     Section 6.  Transfer,  Split Up,  Combination  and
                 Exchange  of Right Certificates;  
                 Mutilated, Destroyed, Lost or Stolen Right
                 Certificates                                   6

     Section 7.  Exercise of Rights;  Purchase  Price;  
                 Expiration  Date of Rights.  . . .  . . . . . .7

     Section 8.  Cancellation  and Destruction of Right
                 Certificates                                   8

     Section 9.  Reservation and Availability of Capital Stock .8

     Section 10.  Company Common Stock Record Date . . . . . . .9

     Section 11.  Adjustment of Purchase Price,  Number of 
                  Shares or Number of Rights . . . . . . . . . .9

     Section 12.  Certificate  of  Adjusted  Purchase  Price or  
                  Number of Shares. . . . . . . . . . . . . . .16

     Section 13.  Consolidation,  Merger or Sale or  Transfer  
                  of Assets or Earning Power . . . . . . . . . 17

     Section 14.  Fractional Rights and Fractional  Shares . . 18

     Section 15.  Rights of Action . . . . . . . . . . . . . . 19

     Section 16.  Agreement of Right Holders . . . . . . . . . 19

     Section 17.  Right  Certificate  Holder Not Deemed a  
                  Stockholder. . . . . . . . . . . . . . . . . 19

     Section 18.  Concerning the Rights Agent. . . . . . . . . 20

     Section 19.  Merger or Consolidation or Change of Name of
                  Rights Agent. . .  . . . . . . . . . . . . . 20

     Section 20.  Duties of Rights Agent . . . . . . . . . . . 21

     Section 21.  Change of Rights Agent . . . . . . . . . . . 23

     Section 22.  Issuance of New Right Certificates . . . . . 24

     Section 23.  Redemption . . . . . . . . . . . . . . . . . 24

     Section 24.  Exchange . . . . . . . . . . . . . . . . . . 25

     Section 25.  Notice of Certain  Events. . . . . . . . . . 26

     Section 26.  Notices. . . . . . . . . . . . . . . . . . . 27

     Section 27.  Supplements  and  Amendments . . . . . . . . 27

     Section 28.  Successors . . . . . . . . . . . . . . . . . 28

     Section 29.  Benefits  of this Agreement. . . . . . . . . 28

     Section 30.  Severability . . . . . . . . . . . . . . . . 28

     Section 31.  Governing Law. . . . . . . . . . . . . . . . 28

     Section 32.  Counterparts . . . . . . . . . . . . . . . . 28

     Section 33.  Descriptive Headings . . . . . . . . . . . . 28


Exhibit A - Form of Articles of Amendment

Exhibit B - Form of Right Certificate

Exhibit C - Summary of Shareholder Rights Plan





                         RIGHTS AGREEMENT


     Agreement,  dated  as of  February 21,  1997,  between 
Hancock Holding Company, a Louisiana corporation (the "Company"),
and Hancock Bank (the "Rights Agent").

     WHEREAS, on February 20, 1997, the shareholders of the Company
approved and adopted a Shareholder Rights Plan, the terms,
conditions and provisions of which are established by the
Agreement; and

     WHEREAS, on February 21, 1997 (the "Rights Dividend
Declaration Date") the Board of Directors of the Company authorized
and declared a distribution of one Right, payable on February 20,
1997 for each share of common stock, par value $3.33 per share, of
the Company (the "Company Common Stock") outstanding at the Close
of Business on February 20, 1997 (the "Record Date"), subject to the
execution of this Agreement and to certain other matters, and has
authorized the issuance of one Right for each share of Company
Common Stock issued between the Record Date (whether originally
issued or delivered from the Company's treasury) and the earlier of
the Final Expiration Date and the Distribution Date, as hereinafter
defined in Sections 1(h) and 1(g) respectively, each Right
initially representing the right to purchase, upon the terms and
subject to the conditions hereinafter set forth, one share of
Company Common Stock (the "Right" or collectively, the "Rights");

     Accordingly,  in  consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

     Section 1.  Certain  Definitions.  For purposes of this
Agreement,  the following terms have the meanings indicated:

     (a)  "Acquiring  Person" shall mean any Person (as such term
is hereinafter  defined) who or which,  together with all
Affiliates and Associates (as such terms are hereinafter  defined)
of such Person, shall be the Beneficial Owner (as such term is
hereinafter  defined) of 10% or more of the Common Shares of the 
Company  then  outstanding,  but  shall not  include  the  Company, 
any Subsidiary  (as such term is hereinafter  defined) of the
Company,  any employee benefit  plan of the Company or any 
Subsidiary  of the  Company,  or any entity holding  Common  Shares 
for  or  pursuant  to  the  terms  of  any  such  plan.
Notwithstanding  the foregoing,  no Person shall become an
"Acquiring Person" as the result of an acquisition of Common Shares
by the Company which,  by reducing the number of shares
outstanding,  increases the proportionate  number of shares
beneficially  owned by such  Person to 10% or more of the  Common 
Shares of the Company then outstanding;  provided,  however, that
if a Person shall become the Beneficial  Owner  of 10% or more  of
the  Common  Shares  of the  Company  then outstanding  by reason
of share  purchases by the Company and shall,  after such share 
purchases by the Company,  become the Beneficial  Owner of any
additional Common  Shares  of the  Company,  then  such  Person 
shall be  deemed  to be an "Acquiring Person".  Notwithstanding the
foregoing, if the Board of Directors of the Company  determines  in
good faith that a Person who would  otherwise  be an "Acquiring 
Person",  as defined  pursuant to the  foregoing  provisions of
this paragraph  (a),  has  become  such  inadvertently,  and such 
Person  divests as promptly as practicable a sufficient number of
Common Shares so that such Person would no longer be an "Acquiring 
Person," as defined  pursuant to the foregoing provisions of this 
paragraph (a), then such Person shall not be deemed to be an
"Acquiring Person" for any purposes of this Agreement.

     (b)  "Affiliate"  and  "Associate"  shall have the  respective
meanings  ascribed  to such  terms  in  Rule  12b-2  of the 
General  Rules  and Regulations under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), as in effect on the date
of this Agreement.

     (c)  A Person  shall be deemed  the  "Beneficial  Owner" of
and shall be deemed to "beneficially own" any securities:

          (i)  which  such  Person  or  any  of  such  Person's
Affiliates or Associates beneficially owns, directly or indirectly;

          (ii)  which  such  Person  or  any of  such  Person's
Affiliates  or  Associates  has (A) the right to acquire  (whether
such right is  exercisable  immediately  or only after the  passage
of time) pursuant to any  agreement,  arrangement or  understanding 
(other than customary  agreements with and between  underwriters 
and selling group members with respect to a bona fide public
offering of securities),  or upon the exercise of conversion
rights,  exchange rights, rights (other than these  Rights), 
warrants  or  options,  or  otherwise;  provided, however,  that a
Person shall not be deemed the Beneficial Owner of, or to 
beneficially  own,  securities  tendered  pursuant  to a tender  or
exchange  offer  made by or on  behalf  of such  Person  or any of
such Person's  Affiliates or Associates  until such tendered 
securities are accepted for purchase or exchange; or (B) the right
to vote pursuant to any agreement, arrangement or understanding; 
provided, however, that a Person shall not be deemed the Beneficial 
Owner of, or to beneficially own, any security if the  agreement, 
arrangement or  understanding  to vote such security (1) arises
solely from a revocable  proxy or consent given  to  such  Person 
in  response  to a  public  proxy  or  consent solicitation  made
pursuant to, and in accordance  with, the applicable rules and
regulations promulgated under the Exchange Act and (2) is not also
then  reportable  on Schedule  13D under the  Exchange Act (or any
comparable or successor report); or 

          (iii)  which  are  beneficially  owned,  directly  or
indirectly,  by any other  Person with which such Person or any of
such Person's  Affiliates or Associates  has any  agreement, 
arrangement or understanding   (other  than  customary  agreements 
with  and  between underwriters  and selling  group  members  with 
respect to a bona fide public offering of securities)  for the
purpose of acquiring,  holding, voting  (except to the extent 
contemplated  by the  proviso to Section 1(c)(ii)(B)) or disposing
of any securities of the Company.                   

          Notwithstanding  anything  in this  definition  of 
Beneficial Ownership  to the  contrary,  the  phrase  "then 
outstanding,"  when  used with reference to a Person's Beneficial
Ownership of securities of the Company, shall mean the number of
such securities then issued and outstanding together with the
number of such securities not then actually  issued and 
outstanding  which such Person would be deemed to own beneficially
hereunder.

     (d)  "Business Day" shall mean any day other than a Saturday,
a Sunday,  or a day on which  banking  institutions  in the  State
of Mississippi are authorized or obligated by law or executive
order to close.

     (e)  "Close of  business"  on any given  date  shall mean 5:00
P.M., Gulfport, Mississippi time, on such date;  provided, 
however,  that if such date is not a Business Day it shall mean
5:00 P.M., Gulfport, Mississippi time, on the next succeeding
Business Day.             

     (f)  "Common  Shares"  when used with  reference to the
Company shall  mean the  shares  of common  stock,  par value 
$3.33 per  share,  of the Company.  "Common  Shares" when used with
reference to any Person other than the Company  shall mean the
capital  stock (or equity  interest)  with the  greatest voting
power of such other  Person or, if such other  Person is a
Subsidiary  of another   Person,   the  Person  or  Persons  which 
 ultimately   control  such first-mentioned Person.

     (g)  "Distribution  Date"  shall have the meaning set forth in
Section 3 hereof.   

     (h)  "Final  Expiration  Date" shall have the meaning set
forth in Section 7 hereof.

     (i)  "Person" shall mean any individual,  firm,  corporation
or other  entity,  and shall include any successor (by merger or
otherwise) of such entity.

     (j)  "Redemption  Date"  shall have the  meaning  set forth in
Section 7 hereof. 

     (k)  "Shares  Acquisition  Date"  shall mean the first date of
public  announcement  by the Company or an  Acquiring  Person that
an  Acquiring Person has become such.

     (l)  "Subsidiary"  of any Person shall mean any corporation or
other  entity of which a  majority  of the  voting  power of the 
voting  equity securities or equity interest is owned, directly or
indirectly, by such Person.

     Section 2.  Appointment of Rights Agent.  The Company hereby 
appoints the Rights  Agent to act as agent for the  Company and the
holders of the Rights (who, in accordance with Section 3 hereof, 
shall prior to the Distribution Date also be the  holders of the 
Common  Shares)  in  accordance  with the terms and conditions 
hereof,  and the Rights Agent hereby accepts such  appointment. 
The Company  may from  time to time  appoint  such  co-Rights 
Agents as it may deem necessary or desirable.

     Section 3.  Issue of Right  Certificates.  

     (a)  Until the earlier of (i) the tenth day after the Shares 
Acquisition  Date or (ii) the tenth business day (or such later 
date as may be  determined  by action of the Board of  Directors
prior to such time as any Person becomes an Acquiring  Person)
after the date of the  commencement  by any Person (other than the
Company,  any Subsidiary of the Company,  any employee  benefit
plan of the Company or of any  Subsidiary of the Company or any
entity  holding Common Shares for or pursuant to the terms of any
such  plan) of, or of the first  public  announcement  of the 
intention  of any Person  (other than the Company,  any  Subsidiary 
of the Company,  any employee benefit  plan of the Company or of
any  Subsidiary  of the Company or any entity holding  Common 
Shares  for or  pursuant  to the  terms  of any  such  plan) to
commence,  a tender or exchange offer the  consummation of which
would result in any Person  becoming the Beneficial  Owner of
Common Shares  aggregating  10% or more of the then  outstanding 
Common Shares  (including  any such date which is after the date of
this  Agreement  and prior to the issuance of the Rights;  the
earlier of such dates being herein referred to as the "Distribution 
Date"), (x) the Rights will be evidenced  (subject to the
provisions of Section 3(b) hereof) by the  certificates  for Common 
Shares  registered in the names of the holders thereof (which 
certificates shall also be deemed to be Right  Certificates) and
not by  separate  Right  Certificates,  and  (y)  the  right  to 
receive  Right Certificates will be transferable only in connection
with the transfer of Common Shares.  As soon as practicable  after
the  Distribution  Date, the Company will prepare and  execute, 
the Rights Agent will  countersign,  and the Company will send or
cause to be sent (and the Rights  Agent  will,  if  requested, 
send) by first-class,  insured,  postage-prepaid  mail,  to each
record  holder of Common Shares as of the close of business on the 
Distribution  Date, at the address of such  holder  shown on the 
records  of the  Company,  a Right  Certificate,  in substantially
the form of Exhibit B hereto (a "Right  Certificate"),  evidencing
one Right for each Common Share so held. As of the Distribution
Date, the Rights will be evidenced solely by such Right
Certificates. 

     (b)  On the Record Date, or as soon as practicable 
thereafter, the  Company  will send a copy of a Summary  of 
Rights, in substantially the form of Exhibit C hereto (the "Summary
of Rights"), by first-class,  postage-prepaid mail, to each record
holder of Common Shares as of the close of business on the Record
Date, at the address of such holder shown on the records of the
Company.  With respect to  certificates  for Common Shares
outstanding as of the Record Date, until the Distribution  Date,
the Rights will be evidenced by such certificates registered in the
names of the holders thereof together  with a copy of the  Summary 
of  Rights  attached  thereto.  Until the Distribution Date (or the
earlier of the Redemption Date or the Final Expiration Date),  the 
surrender  for  transfer  of  any  certificate  for  Common  Shares
outstanding on the Record Date,  with or without a copy of the
Summary of Rights attached  thereto,  shall also constitute the
transfer of the Rights  associated with the Common Shares
represented thereby. 

     (c)  Certificates  for Common Shares which become  outstanding
(including, without limitation, reacquired Common Shares referred
to in the last sentence of this  paragraph) (c) after the Record
Date but prior to the earliest of the Distribution Date, the
Redemption Date or the Final Expiration Date shall have  impressed 
on,  printed on,  written on or  otherwise  affixed to them the
following legend:      

     This  certificate  also  evidences  and entitles  the holder 
     hereof to certain  rights  as set  forth  in a  Rights 
     Agreement  between  Hancock Holding Company and Hancock Bank,
     dated as of February 21, 1997 (the "Rights  Agreement"),  the
     terms of which are hereby  incorporated  herein by reference
     and a copy of which is on file at the principal executive
     offices of Hancock Holding Company.  Under certain
     circumstances, as set forth in the Rights Agreement, such
     Rights will be evidenced by separate certificates and will no
     longer be evidenced by this certificate.  Hancock Holding
     Company will mail to the holder of this certificate a copy of
     the Rights  Agreement  without charge after receipt of a
     written request therefor. As described in the Rights
     Agreement,  Rights issued to any Person who becomes an
     Acquiring Person (as defined in the Rights Agreement) shall
     become null and void.  

With respect to such  certificates  containing the foregoing 
legend,  until the Distribution  Date, the Rights associated with
the Common Shares  represented by such  certificates  shall  be 
evidenced  by such  certificates  alone,  and the surrender  for 
transfer  of any such  certificate  shall  also  constitute  the
transfer of the Rights associated with the Common Shares
represented thereby. In the event that the Company  purchases  or
acquires  any Common  Shares after the Record Date but prior to the
Distribution  Date, any Rights associated with such Common  Shares
shall be deemed  canceled  and retired so that the Company shall
not be entitled to exercise any Rights  associated  with the Common
Shares which are no longer outstanding.           

     Section 4.  Form of Right Certificates. The Right Certificates
(and the forms of election to purchase shares of Common Stock and
of assignment to be printed on the reverse thereof) shall be
substantially  the same as Exhibit B hereto and may have such marks
of identification or designation and such legends, summaries or
endorsements  printed thereon as the Company may deem  appropriate
and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any  applicable  law or with
any rule or  regulation  made  pursuant thereto or with any rule or
regulation of any stock exchange on which the Rights may  from 
time to time be  listed,  or to  conform  to  usage.  Subject  to
the provisions  of Section 22  hereof,  the Right  Certificates 
shall  entitle  the holders thereof to purchase such number of
shares of Company Common Stock as shall be set forth  therein  at
the price  set forth therein (the "Purchase Price"), but the number
of shares of Company Common Stock and the Purchase Price shall be
subject to adjustment as provided herein.

     Section 5.  Countersignature and Registration.  The Right
Certificates shall be  executed on behalf of the  Company by its 
Chairman of the Board,  its Chief  Executive  Officer,  its
President,  any of its Vice  Presidents,  or its Treasurer, either
manually or by facsimile signature, shall have affixed thereto the 
Company's  seal or a  facsimile  thereof,  and  shall  be  attested 
by the Secretary  or an  Assistant  Secretary  of the  Company, 
either  manually or by facsimile signature.  The Right Certificates
shall be manually  countersigned by the Rights Agent and shall not
be valid for any purpose unless countersigned. In case  any 
officer  of the  Company  who  shall  have  signed  any of the 
Right Certificates   shall   cease  to  be  such   officer  of  the 
 Company   before countersignature  by the Rights  Agent and
issuance and delivery by the Company, such Right Certificates, 
nevertheless, may be countersigned by the Rights Agent and issued
and delivered by the Company with the same force and effect as
though the person who signed such Right  Certificates had not
ceased to be such officer of the Company; and any Right Certificate
may be signed on behalf of the Company by  any  person  who,  at
the  actual  date  of  the  execution  of  such  Right Certificate, 
shall  be a proper  officer  of the  Company  to sign  such  Right
Certificate,  although at the date of the execution of this Rights
Agreement any such person was not such an officer.

     Following the Distribution Date, the Rights Agent will keep or
cause to be kept, at its principal  office,  books for registration
and transfer of the Right Certificates issued hereunder.  Such
books shall show the names and addresses of the  respective 
holders of the Right  Certificates,  the number of Rights 
evidenced on its face by each of the Right  Certificates and the
date of each of the Right Certificates.

     Section 6.  Transfer,  Split Up,  Combination  and  Exchange 
of Right Certificates;  Mutilated, Destroyed, Lost or Stolen Right
Certificates.  Subject to the provisions of Section 14 hereof,  at
any time after the close of business on the  Distribution  Date, 
and at or prior to the  close  of  business  on the earlier  of the 
Redemption  Date  or  the  Final  Expiration  Date,  any  Right
Certificate or Right Certificates  (other than Right  Certificates 
representing Rights that have become void pursuant to Section 
11(a)(ii)  hereof or that have been  exchanged  pursuant  to
Section 24 hereof) may be  transferred,  split up, combined or 
exchanged  for another  Right  Certificate  or Right  Certificates,
entitling the registered  holder to purchase a like number shares
of Common Stock as the Right Certificate or Right Certificates 
surrendered then  entitled  such  holder to  purchase.  Any 
registered  holder  desiring to transfer,  split  up,  combine  or 
exchange  any  Right  Certificate  or  Right Certificates  shall
make such request in writing  delivered to the Rights Agent, and 
shall  surrender  the  Right  Certificate  or  Right   Certificates 
to  be transferred,  split up,  combined or  exchanged at the 
principal  office of the Rights Agent.  Thereupon the Rights Agent
shall  countersign  and deliver to the person entitled thereto a
Right Certificate or Right  Certificates,  as the case may be, as
so requested.  The Company may require payment of a sum sufficient
to cover any tax or governmental  charge that may be imposed in
connection with any transfer, split up, combination or exchange of
Right Certificates.

     Upon  receipt by the Company and the Rights  Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or
mutilation of a Right Certificate, and, in case of loss, theft or
destruction, of indemnity or security  reasonably  satisfactory  to 
them,  and,  at the  Company's  request, reimbursement  to the
Company and the Rights  Agent of all  reasonable  expenses
incidental  thereto,  and upon surrender to the Rights Agent and
cancellation of the Right  Certificate  if  mutilated,  the Company 
will make and deliver a new Right  Certificate  of like  tenor  to
the  Rights  Agent  for  delivery  to the registered holder in lieu
of the Right Certificate so lost, stolen, destroyed or mutilated.

     Section 7.  Exercise of Rights;  Purchase  Price;  Expiration 
Date of Rights.  

     (a)  The  registered  holder of any Right  Certificate  may
exercise the Rights  evidenced  thereby (except as otherwise 
provided herein) in whole or in part at any time  after  the 
Distribution  Date  upon  surrender  of the  Right Certificate, 
with the form of election to purchase on the reverse  side thereof
duly executed,  to the Rights Agent at the principal office of the
Rights Agent, together  with payment of the  Purchase  Price for
each share of Company Common Stock as to  which  the  Rights  are 
exercised,  at or prior to the earliest of (i) the close of 
business on February 21, 2007 (the "Final  Expiration Date"), (ii)
the time at which the Rights are redeemed as provided in Section 23
hereof  (the  "Redemption  Date"),  or (iii) the time at which 
such  Rights are exchanged as provided in Section 24 hereof.

     (b)  The  Purchase  Price  for  each  one share of Company
Common Stock purchasable  pursuant to the exercise of a Right shall
initially be $120.00, and shall be subject to adjustment from time
to time as provided in Sections  11 and 13 hereof and shall be 
payable  in lawful  money of the United States of America in
accordance with paragraph (c) below.               

     (c)  Upon   receipt  of  a  Right   Certificate   representing
exercisable  Rights,  with the  form of  election  to  purchase 
duly  executed, accompanied  by payment of the Purchase Price for
the shares to be purchased and an amount equal to any applicable
transfer tax required to be paid by the holder of such Right 
Certificate  in  accordance  with  Section 9 hereof by  certified
check,  cashier's check or money order payable to the order of the
Company,  the Rights  Agent shall  thereupon  promptly (i) (A) 
requisition  from any transfer agent of the share of Company Common
Stock certificates for the number of shares of Company Common Stock
to be purchased and the Company hereby irrevocably authorizes its
transfer agent to comply with all such requests,  or (B) 
requisition  from the  depositary  agent depositary receipts
representing such number of shares of Company Common Stock as are
to be  purchased  (in which  case  certificates  for the share of
Company Common Stock represented  by such receipts  shall be
deposited by the transfer  agent with the depositary  agent) and
the Company hereby directs the depositary  agent to comply with
such request, (ii) when appropriate, requisition from the Company
the  amount  of cash to be paid in lieu of  issuance  of 
fractional  shares  in accordance with Section 14 hereof,  (iii)
after receipt of such  certificates or depositary receipts,  cause
the same to be delivered to or upon the order of the registered
holder of such Right Certificate, registered in such name or names
as may be  designated  by such  holder and (iv) when  appropriate, 
after  receipt, deliver  such cash to or upon the order of the 
registered  holder of such Right Certificate.

     (d)  In case the  registered  holder of any  Right 
Certificate shall  exercise  less  than  all  the  Rights 
evidenced  thereby,  a new  Right Certificate  evidencing  Rights 
equivalent to the Rights remaining  unexercised shall be issued  by
the  Rights  Agent to the  registered  holder of such  Right
Certificate  or to his duly  authorized  assigns,  subject to the 
provisions of Section 14 hereof.

     Section 8.  Cancellation  and Destruction of Right 
Certificates.  All Right Certificates surrendered for the purpose
of exercise,  transfer, split up, combination  or exchange  shall, 
if surrendered to the Company or to any of its agents,  be
delivered to the Rights Agent for cancellation or in cancelled
form, or, if surrendered  to the Rights Agent,  shall be cancelled
by it, and no Right Certificates  shall be issued in lieu thereof 
except as expressly  permitted by any of the provisions of this
Rights Agreement. The Company shall deliver to the Rights  Agent
for  cancellation  and  retirement,  and the Rights Agent shall so
cancel and retire,  any other  Right  Certificate  purchased  or
acquired by the Company otherwise than upon the exercise thereof.
The Rights Agent shall deliver all  cancelled  Right  Certificates 
to the  Company,  or shall,  at the written request of the Company, 
destroy such cancelled Right Certificates,  and in such case shall
deliver a certificate of destruction thereof to the Company.

     Section 9.  Reservation and Availability of Capital Stock. 
(a) The Company shall at all times prior to the Expiration Date
cause to be reserved and kept available out of its authorized and
unissued shares of Company Common Stock, the number of shares of
Company Common Stock that, as provided in this Agreement,
including, without limitation, Section 11(a)(iii) hereof, will be
sufficient to permit the exercise in full of all outstanding
Rights.

     (b)  The Company shall use its best efforts (i) as soon as
practicable following the occurrence of a Section 11(a) (ii) Event
and a determination by the Company in accordance with Section 11(a)
(iii) hereof of the consideration to be delivered by the Company
upon exercise of the Rights or, if so required by law, as soon as
practicable following the Distribution Date (such date being the
"registration Date"), to file a registration statement on an
appropriate form under the Securities Act of 1933, as amended (the
"Securities Act'"), with respect to the securities that may be
acquired upon exercise of the Rights (the "Registration Statement),
(ii) to cause the Registration Statement to become effective as
soon as practicable after such filing, (iii) to cause the
Registration Statement to continue to be effective (and to include
a prospectus complying with the requirements of the Securities Act)
until the earlier of (A) the date as of which the Rights are no
longer exercisable for the securities covered by the Registration
Statement, and (B) the Expiration Date, and (iv) to take as soon as
practicable following the Registration Date such action as may be
required to ensure that any acquisition of securities upon exercise
of the Rights complies with any applicable state securities or
"blue sky" laws.

     (c)  The Company shall take such action as may be necessary to
ensure that all shares of Company Common Stock (and, following the
occurrence of a Triggering Event, any other securities that may be
delivered upon exercise of Rights) shall be, at the time of
delivery of the certificates or depositary receipts for such
securities, duly and validly authorized and issued and fully paid
and nonassessable.

     Section 10.  Company Common Stock Record Date.  Each person in
whose name any certificate for shares of Company Common Stock (or,
following the occurrence of a Triggering Event, other securities)
is issued upon the exercise of Rights shall for all purposes be
deemed to have become the holder of record of the shares of Company
Common Stock (or, following the occurrence of a Triggering Event,
other securities) represented thereby on, and such certificate
shall be dated, the date upon which the Rights Certificate
evidencing such Rights was duly surrendered and payment of the
Purchase Price (and any applicable transfer taxes) was made;
provided, however, that if the date of such surrender and payment
is a date upon which the Company Common Stock (or, following the
occurrence of a Triggering Event, other securities) transfer books
of the Company are closed, such person shall be deemed to have
become the record holder fo such securities on, and such
certificate shall be dated, the next succeeding Business Day on
which the Company Common Stock (or, following the occurrence of a
Triggering Event, other securities) transfer books of the Company
are open.  Prior to the exercise of the Rights evidenced thereby,
the holder of a Rights Certificate shall not be entitled to any
rights of a shareholder of the Company with respect to securities
for which the Rights shall be exercisable, including, without
limitation, the right to vote, to receive dividends or other
distributions or to exercise any preemptive rights, and shall not
be entitled to receive any notice of any proceedings of the
Company, except as provided herein.

     Section 11.  Adjustment of Purchase Price,  Number of Shares
or Number of Rights.  The Purchase Price,  the number of Shares
covered by each Right and the number of Rights  outstanding  are
subject to adjustment from time to time as provided in this Section
11.    

     (a)  (i)  In the event the  Company  shall at any time after
the date of this Agreement (A) declare a dividend on the Company
Common Stock payable in Company Common Stock, (B) subdivide the
outstanding Company Common Stock, (C) combine the outstanding
Company Common Stock into a smaller number of Company Common Stock
or, (D) issue any shares of its capital stock in a reclassification
of the Company Common Stock (including any such  reclassification 
in connection with a consolidation or merger in which the  Company
is the  continuing  or  surviving  corporation), except as
otherwise provided in this Section 11(a), the Purchase Price in
effect at the time of the record  date for such  dividend or of the 
effective  date of such subdivision,  combination or 
reclassification,  and the number and kind of shares of capital
stock issuable on such date, shall be proportionately adjusted so
that the holder of any Right  exercised  after such time shall be
entitled to receive the aggregate  number and kind of shares of
capital stock which, if such Right had been exercised  immediately 
prior to such date and at a time when the shares of Common Stock
transfer  books of the Company were open, he would have owned upon
such  exercise  and been  entitled  to receive by virtue of such 
dividend, subdivision,  combination or  reclassification; 
provided,  however,  that in no event shall the  consideration to
be paid upon the exercise of one Right be less than the  aggregate 
par value of the  shares of  capital  stock of the  Company
issuable upon exercise of one Right.

          (ii)      In the event:

          (A)  any Person shall at any time after the Rights
     Dividend Declaration Date become an Acquiring Person, unless
     the event causing such person to become an Acquiring Person is
     a transaction set forth in Section 13(a) hereof; or

          (B)  a majority of the members of the Board of Directors
     who are not officers of the Company shall declare any Person
     to be an Adverse Person, upon a determination that such
     Person, alone or together with its Affiliates and Associates,
     has, at any time after the Rights Dividend Declaration Date,
     become the Beneficial Owner of (I) at least 10% of the shares
     of Common Stock then outstanding or (II) Voting Securities
     representing at least 10% of the Total Voting Power, and a
     determination, after reasonable inquiry and investigation,
     including consultation with such persons as such members of
     the Board of Directors shall deem appropriate, that (a) such
     Beneficial Ownership by such Person is intended to cause the
     Company to repurchase the Common Stock and/or Voting
     Securities beneficially owned by such Person or to cause
     pressure on the Company to take action or enter into a
     transaction or series of transactions intended to provide such
     Person with short-term financial gain under circumstances
     where the Board of Directors determine that the best long-term
     interests of the Company and its shareholders would not be
     served by taking such action or entering into such transaction
     or series of transactions at that time or (b) such beneficial
     Ownership is causing or reasonably likely to cause a material
     adverse impact on the business or prospects of the Company
     (including, but not limited to, impairment of the Company's
     relationships with customers, impairment of the Company's
     ability to maintain its competitive position, impairment of
     the Company's capital position, impairment of the Company's
     ability to meet the convenience and needs of the communities
     it serves, or impairment of the Company's business reputation
     or ability to deal with governmental agencies) to the
     detriment of the Company's shareholders; then, immediately
     upon the date of the occurrence of an event described above (a
     "Section 11(a) (ii) Event"), proper provision shall be made so
     that each holder of a Right (except as provided below and in
     Section 7(e) hereof) shall thereafter have the right to
     receive, upon exercise thereof, the then number of shares of
     Company Common Stock for which a Right was exercisable
     immediately prior to the first occurrence of a Section 11(a)
     (ii) Event (such number of shares, the Adjustment Shares") at
     an adjusted Purchase Price (the "Section 11 Price") equal to
     the product obtained by multiplying the Adjustment shares by
     the greater of (x) 50% of the then current market price
     (determined pursuant to Section 11(d) hereof) per share of
     Company Common Stock on the date of such first occurrence and
     (y) the par value per share of the Company Common Stock; and
     following the first occurrence of a Section 11(a)(ii) Event,
     the Section 11 Price shall be the "Purchase Price" for all
     purposes of this Agreement (other than Section 13 hereof).

          (iii)     In the event that the number of shares of
Company Common Stock which are authorized by the Company's Articles
of Incorporation but not outstanding or reserved for issuance for
purposes other than upon exercise of the Rights are not sufficient
to permit the exercise in full of the Rights in accordance with the
foregoing subparagraph (ii) of this Section 11(a), the Company, by
a vote of the Board of Directors, with the concurrence of a
majority of the Independent Directors, shall: ( A) determine the
excess of (1) the value of the Adjustment Shares issuable upon the
exercise of a Right (the "Current Value") over (2) the Purchase
Price (such excess being the "Spread"), and (B) with respect to each
Right, make adequate provision to substitute for the Adjustment
Shares, upon payment of the applicable Purchase Price, (1) cash,
(2) a reduction in the Purchase Price, (3) Company Common Stock or
other equity securities of the Company (including, without
limitation, shares, or units of shares, of preferred stock  (such
shares of preferred stock being "common stock equivalents")), (4)
debt securities of the Company, (5) other assets, or (6) any
combination of the foregoing, having an aggregate value equal to
the Current Value, were such aggregate value has been determined by
board of Directors, with the concurrence of a majority of the
Independent Directors; provided, however, that if the Company shall
not have made adequate provision to deliver such value pursuant to
clause (B) above within sixty (60) days following the later of (x)
the first occurrence of a Section 11(a) (ii) Event and (y) the date
on which the Company's right of redemption pursuant to Section 23(a)
expires (the later of (x) and (y) being referred to herein as the
"Section 11(a) (ii) Trigger Date"), then the Company shall be
obligated to deliver upon the surrender for exercise of a Right and
without requiring payment of the Purchase Price, shares of Company
Common Stock (to the extent available) and then, if necessary,
cash, which shares and/or cash shall have an aggregate value equal
to the Spread.  To the extent that the Company determines that some
action need be taken pursuant to the first sentence of this Section
11(a) (iii), the Company shall provide, subject to Section 7(e)
hereof, that such action shall apply uniformly to all outstanding
Rights.  For purposes of this Section 11(a) (iii), the value of the
Company Common Stock shall be the current market price (as
determined pursuant to Section 11(d) hereof) per share of Company
Common Stock on the Section 11(a) (ii) Trigger Date and the value
of any "common stock equivalent" shall be deemed to have the same
value as the Company Common Stock on such date.

     (b)  In case  the  Company  shall  fix a  record  date  for
the issuance  of rights,  options or warrants  to all  holders of
Company Common Stock entitling them (for a period  expiring within
45 calendar days after such record date) to subscribe for or
purchase Company Common Stock (or shares having the same rights,
privileges and preferences as the Company Common Stock ("equivalent
common stock")) or securities convertible into Company Common Stock
or equivalent common stock at a price per share of Company Common
Stock or equivalent common stock (or having a conversion price per
share, if a security convertible into Company Common Stock or
equivalent common stock) less than the then current per share
market price of the Company Common Stock (as defined in Section
11(d)) on such record date, the Purchase Price to be in effect
after such record date shall be determined by multiplying the
Purchase Price in effect immediately prior to such record date by
a fraction, the numerator of which shall be the number of shares of
Company Common Stock outstanding on such record date plus the
number of shares of Company Common Stock which the aggregate
offering price of the total number of shares of Company Common
Stock and/or equivalent common stock so to be offered (and/or  the
aggregate initial conversion price of the convertible  securities
so to be offered) would  purchase at such current market price and
the  denominator of which shall be the number of shares of Company
Common Stock outstanding on such record date plus the number of 
additional shares of Company Common Stock and/or  equivalent common
stock to be offered for subscription or purchase (or into which the
convertible securities so to be offered are initially convertible); 
provided, however, that in no event shall the consideration to be
paid upon the exercise of one Right be less than the  aggregate par
value of the shares of capital stock of the Company issuable upon
exercise of one Right. In case such subscription price may be paid
in a consideration  part or all of which shall be in a form other
than cash, the value of such consideration shall be as determined
in good faith by the Board of Directors of the Company,  whose
determination shall be described in a statement filed with the
Rights Agent.  Shares of Company Common Stock owned by or held for
the account of the  Company  shall not be deemed  outstanding  for
the  purpose  of any such computation.  Such adjustment shall be
made successively  whenever such a record date is fixed; and in the
event that such rights, options or warrants are not so issued,  the 
Purchase  Price shall be adjusted to be the  Purchase  Price which
would then be in effect if such record date had not been fixed.   
                

     (c)  In case the Company shall fix a record date for the
making of a  distribution  to all holders of the shares of Company
Common Stock (including any such distribution  made in  connection 
with a  consolidation  or merger in which the Company is the
continuing or surviving corporation) of evidences of indebtedness
or assets (other than a regular quarterly cash dividend or a
dividend payable in shares of Company Common Stock) or subscription 
rights or warrants  (excluding those referred to in Section  11(b) 
hereof),  the  Purchase  Price to be in effect  after such record
date shall be  determined  by  multiplying  the Purchase  Price in
effect immediately  prior to such  record date by a fraction,  the 
numerator  of which shall be the then current per share market
price of the shares of Company Common Stock on such record  date, 
less the fair market  value (as  determined  in good faith by the
Board of Directors of the Company,  whose  determination shall be
described in a statement filed with the Rights Agent) of the
portion of the assets or evidences of indebtedness so to be
distributed or of such subscription  rights or warrants applicable
to a share of Company Common Stock and the  denominator  of which
shall be such current per share market price of the Company Common
Stock.  Such  adjustments  shall  be made successively  whenever 
such a record date is fixed;  and in the event that such
distribution  is not so made,  the Purchase  Price shall again be
adjusted to be the  Purchase  Price  which  would then be in effect
if such record date had not been fixed.                    

     (d)  For the purpose of any computation hereunder, other than
computations made pursuant to Section 11(a)(iii) hereof, the
"current market price" per share of Company Common Stock on any date
shall be deemed to be the average of the daily closing prices per
share of such Company Common Stock for the thirty consecutive
Trading Days (as such term is hereinafter defined) immediately
prior to such date and for purposes of computations made pursuant
to Section 11(a)(iii) hereof, the "Current market price" per share
of Company Common Stock on any date shall be deemed to be the
average of the daily closing prices per share of such Company
Common Stock for the ten (10) consecutive Trading Days immediately
following such date; provided, however, if prior to the expiration
of such requisite Trading Day period the issuer announces either
(A) a dividend or distribution on sch Company Common Stock payable
in such Company Common Stock or securities convertible into such
Company Common Stock (other than the Rights), or (B) any
subdivision, combination or reclassification of such Company Common
Stock then, following the ex-dividend data for such dividend or the
record date for such subdivision, as the case maybe, the "current
market price" shall be properly adjusted to take into account such
event.  The closing price for each day shall be, if the shares of
Company Common Stock are listed and admitted to trading on a
national securities exchange, as reported in the principal
consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange on
which such shares are listed or admitted to trading, or, if the
shares of Company Common Stock are designated for inclusion in the
National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ") National Market System ("NMS"), as reported int
he NMS, or, if such shares of Company Common Stock are not listed
or admitted to trading on any national securities exchange, the
last quoted sales price or, if not so quoted, the average of the
high bid and low asked prices in the over-the-counter market, as
reported by the NASDAQ System or such other system then in use, or,
if on any such date such shares are not quoted by any such
organization, the average of the closing bid and asked prices as
furnished by a professional market maker making a market in the
shares of Company Common Stock selected by the Board of Directors,
with the concurrence of a majority of the Independent Directors. 
If on any such date no market maker is making a market in such
shares, the fair value of such shares on such date as determined in
good faith by the Board of Directors, with the concurrence of a
majority of the Independent Directors, shall be used.   If the
shares of Company Common Stock are not publicly held or not so
listed or traded, "current market price" per share shall mean the
fair value per share as determined in good faith by the Board of
Directors, with the concurrence of a majority of the Independent
Directors, whose determination shall be described in a statement
filed with the Rights Agent and shall be conclusive for all
purposes.  The term "Trading Day" shall mean a Business Day or, if
such shares are listed or admitted to trading on any national
securities exchange, a day on which the principal national
securities exchange on which such shares are listed or admitted to
trading is open for the transaction of business.

     (e)  No  adjustment  in the  Purchase  Price  shall be
required unless such  adjustment  would require an increase or
decrease of at least 1% in the Purchase Price;  provided,  however,
that any adjustments which by reason of this  Section  11(e) are
not  required  to be made shall be carried  forward and taken into
account in any subsequent  adjustment.  All  calculations  under
this Section 11 shall be made to the nearest cent or to the nearest
share of Company Common Stock as the case may be.  Notwithstanding 
the first  sentence of this  Section  11(e),  any adjustment 
required by this  Section 11 shall be made no later than the
earlier of (i)  three  years  from  the  date of the  transaction 
which  requires  such adjustment  or (ii) the date of the 
expiration  of the  right to  exercise  any Rights.               
    

     (f)  If as a result of an  adjustment  made pursuant to
Section 11(a) hereof, the holder of any Right thereafter exercised
shall become entitled to receive  any  shares of capital  stock of
the  Company  other than Company Common Stock, thereafter the
number of such other shares so receivable  upon exercise of any
Right shall be subject to adjustment from time to time in a manner
and on terms as nearly  equivalent as practicable to the provisions
with respect to the Company Common Stock contained in Section 
11(a) through (c),  inclusive,  and the provisions  of Sections  7,
9, 10 and 13 with  respect to the Company Common Stock shall apply
on like terms to any such other shares.                    

     (g)  All Rights originally issued by the Company  subsequent
to any adjustment  made to the Purchase Price hereunder shall
evidence the right to purchase,  at the adjusted  Purchase Price,
the number of shares of Company Common Stock purchasable  from time
to time  hereunder upon exercise of the Rights, all subject to
further adjustment as provided herein.                    

     (h)  Unless the Company  shall have  exercised  its election
as provided in Section  11(i),  upon each  adjustment  of the 
Purchase  Price as a result  of  the  calculations  made  in 
Sections  11(b)  and  (c),  each  Right outstanding  immediately
prior to the making of such adjustment shall thereafter evidence
the right to purchase,  at the adjusted  Purchase Price, that
number of shares of Company Common Stock (calculated  to  the 
nearest 1/10,000 of a share) obtained by (i) multiplying (x) the
number of shares covered by a Right  immediately  prior to this
adjustment  by (y) the  Purchase  Price  in  effect  immediately 
prior  to such adjustment  of the Purchase  Price and (ii) 
dividing the product so obtained by the Purchase Price in effect 
immediately  after such adjustment of the Purchase Price.         
          

     (i)  The  Company  may  elect  on or  after  the  date  of any
adjustment of the Purchase Price to adjust the number of Rights, in
substitution for any  adjustment  in the number of a share of
Company Common Stock purchasable upon the exercise of a Right. 
Each of the Rights  outstanding after such  adjustment of the
number of Rights shall be exercisable  for the number of shares of
Company Common Stock for  which a Right  was  exercisable
immediately  prior to such  adjustment.  Each Right held of record
prior to such adjustment  of  the  number  of  Rights  shall 
become  that  number  of  Rights (calculated to the nearest 1/100)
obtained by dividing the Purchase Price in effect  immediately 
prior to adjustment  of the Purchase  Price by the Purchase Price
in effect immediately after adjustment of the Purchase Price. The
Company shall make a public announcement of its election to adjust
the number of Rights,  indicating  the record  date for the 
adjustment,  and, if known at the time, the amount of the
adjustment to be made.  This record date may be the date on which
the Purchase Price is adjusted or any day thereafter, but, if the
Right Certificates have been issued,  shall be at least 10 days
later than the date of the public  announcement.  If Right 
Certificates  have been  issued,  upon each adjustment of the
number of Rights  pursuant to this Section 11(i),  the Company
shall, as promptly as practicable,  cause to be distributed to
holders of record of Right Certificates on such record date Right
Certificates evidencing, subject to Section 14  hereof,  the 
additional  Rights to which such  holders  shall be entitled as a
result of such adjustment, or, at the option of the Company, shall
cause  to  be  distributed  to  such  holders  of  record  in 
substitution  and replacement for the Right Certificates held by
such holders prior to the date of adjustment,  and upon surrender
thereof,  if required by the Company,  new Right Certificates 
evidencing  all the Rights to which such holders shall be entitled
after such adjustment.  Right Certificates so to be distributed
shall be issued, executed  and  countersigned  in the  manner 
provided  for  herein and shall be registered  in the names of the
holders of record of Right  Certificates  on the record date
specified in the public announcement.                   
     (j)  Irrespective  of any adjustment or change in the Purchase
Price or the number of shares of Company Common Stock issuable upon
the exercise of the Rights, the Right Certificates theretofore and
thereafter issued may continue to express the Purchase  Price and
the number of shares of Company Common Stock which were  expressed 
in the initial  Right  Certificates issued hereunder.             
      

     (k)  Before  taking any action that would  cause an 
adjustment reducing the Purchase Price below the then par value of
the shares of Company Common Stock issuable upon exercise of the
Rights,  the Company shall take any  corporate  action which may,
in the opinion of its  counsel,  be necessary in order that the
Company may validly and legally issue fully paid and nonassessable
shares of Company Common Stock at such adjusted Purchase Price.   
               

     (l) In any case in which this Section 11 shall require that an
adjustment  in the  Purchase  Price be made  effective as of a
record date for a specified  event,  the Company may elect to defer
until the  occurrence  of such event the issuing to the holder of
any Right exercised after such record date of the shares of Company
Common Stock and shares of other  capital stock or securities of
the Company,  if any,  issuable upon such exercise over and above
the shares of Company Common Stock and other capital stock or
securities of the Company,  if any, issuable upon such exercise on
the basis of the Purchase Price in effect prior to such adjustment;
provided, however,  that the  Company  shall  deliver  to such 
holder a due bill or other appropriate instrument evidencing such
holder's right to receive such additional shares upon the
occurrence of the event requiring such adjustment.                
   

     (m)   Anything   in   this   Section   11  to   the   contrary
notwithstanding,  the Company  shall be entitled to make such 
reductions in the Purchase  Price,  in addition to those 
adjustments  expressly  required by this Section 11, as and to the
extent that it in its sole discretion  shall determine to be
advisable in order that any  consolidation or subdivision of the
shares of Company Common Stock, issuance  wholly  for cash of any
shares of Company Common Stock at less  than the current market
price, issuance wholly for cash of shares of Company Common Stock
or securities which by their terms are convertible into or
exchangeable for shares of Company Common Stock, dividends on
shares of Company Common Stock payable in shares of Company Common
Stock or issuance of rights, options or warrants referred to
hereinabove in Section 11(b),  hereafter made by the  Company  to
holders of its shares of Company Common Stock shall not be taxable
to such stockholders.                    

     (n) The Company shall not, at any time after the Distribution
Date, (i) effect a share exchange with any other Person (other than
a Subsidiary of the Company in a transaction which complies with
Section 11(o) hereof), (ii) merge with or into any other Person
(other than a Subsidiary of the Company in a transaction which
complies with Section 11(o) hereof), or (iii) sell or transfer (or
permit any Subsidiary to sell or transfer), in one transaction, or
a series of transactions, assets or earning power aggregating more
than 50% of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to any other Person or Persons
(other than the Company and/or any of its Subsidiaries in one or
more transactions each of which complies with Section 11(o)
hereof), if (x) at the time of or immediately after such share
exchange, merger or sale there are any rights, warrants or other
instruments or securities outstanding or agreements in effect which
would substantially diminish or otherwise eliminate the benefits
intended to be afforded by the Rights or (y) prior to,
simultaneously with or immediately after such share exchange,
merger or sale, the Person which constitutes, or would constitute,
the "Principal Party" for purposes of Section 13(a) hereof shall
have distributed or otherwise transferred Rights previously owned
by such person or any of its Affiliates and Associates to its
shareholders or other persons holding an equity interest in such
Person; provided, however, this Section 11(n) shall not affect the
ability of any Subsidiary of the Company to effect a share exchange
with, merge with or into, or sell or transfer assets or earning
power to, any other Subsidiary of the Company.

     Section 12.  Certificate  of  Adjusted  Purchase  Price or 
Number  of Shares.  Whenever an  adjustment is made as provided in
Section 11 or 13 hereof, the  Company  shall  promptly  (a) 
prepare a  certificate  setting  forth  such adjustment,  and a
brief statement of the facts  accounting for such adjustment, (b)
file  with the  Rights  Agent and with each  transfer  agent for
the Company Common Stock a copy of such  certificate and (c) mail
a brief summary thereof to each holder of a Right Certificate in
accordance with Section 25 hereof.        

     Section 13.  Consolidation,  Merger or Sale or  Transfer  of
Assets or Earning Power. In the event, directly or indirectly,  at
any time after a Person has become an Acquiring Person, (a) the
Company shall consolidate with, or merge with and into,  any other 
Person,  (b) any Person  shall  consolidate  with the Company,  or 
merge  with  and into the  Company  and the  Company  shall be the
continuing or surviving  corporation of such merger and, in
connection with such merger,  all or part of the Common Shares
shall be changed into or exchanged for stock or other  securities 
of any other  Person (or the Company) or cash or any other
property,  or (c) the Company shall sell or otherwise  transfer (or
one or more of its  Subsidiaries  shall  sell or  otherwise 
transfer),  in one or more transactions,  assets or earning power 
aggregating 50% or more of the assets or earning  power of the 
Company  and its  Subsidiaries  (taken as a whole) to any other 
Person  other  than  the  Company  or one  or  more  of its 
wholly-owned Subsidiaries,  then, and in each such case,  proper 
provision  shall be made so that (i) each holder of a Right 
(except as  otherwise  provided  herein)  shall thereafter have the
right to receive, upon the exercise thereof at a price equal to the
then current Purchase Price multiplied by the number of shares of
Company Common Stock for which a Right is then  exercisable,  in
accordance with the terms of this  Agreement  and in lieu of 
shares of Company Common Stock, such number of Common Shares of
such other Person  (including the Company as successor  thereto or
as the  surviving  corporation)  as shall  equal the result 
obtained  by (A) multiplying the then current  Purchase Price by
the number of shares of Company Common Stock for which a Right is
then  exercisable  and dividing  that product  by (B) 50% of the
then  current  per share  market  price of the Common Shares of
such other Person (determined pursuant to Section 11(d) hereof) on
the date of consummation of such consolidation,  merger, sale or
transfer;  (ii) the issuer of such Common  Shares shall  thereafter
be liable for, and shall assume, by virtue of such consolidation, 
merger, sale or transfer,  all the obligations and duties of the
Company  pursuant to this Agreement;  (iii) the term "Company"
shall  thereafter be deemed to refer to such issuer;  and (iv) such
issuer shall take such steps (including,  but not limited to, the
reservation of a sufficient number of its Common Shares in 
accordance  with Section 9 hereof) in connection with such 
consummation as may be necessary to assure that the provisions
hereof shall  thereafter be applicable,  as nearly as reasonably
may be, in relation to the Common Shares  thereafter  deliverable
upon the exercise of the Rights.  The Company shall not consummate
any such  consolidation,  merger,  sale or transfer unless  prior 
thereto  the  Company and such  issuer  shall have  executed  and
delivered to the Rights Agent a supplemental agreement so
providing. The Company shall not enter into any  transaction of the
kind referred to in this Section 13 if at the time of such
transaction there are any rights,  warrants,  instruments or
securities  outstanding or any agreements or arrangements  which,
as a result of the  consummation  of such  transaction,  would 
eliminate  or  substantially diminish the benefits  intended to be
afforded by the Rights.  The provisions of this Section 13 shall
similarly apply to successive mergers or consolidations or sales or
other transfers.                    

     Section 14.  Fractional Rights and Fractional  Shares.  

     (a)  The Company shall not be required to issue fractions of
Rights or to distribute Rights Certificates which evidence
fractional Rights.  In lieu of such fractional Rights, there shall
be paid to the Persons to which such fractional Rights would
otherwise be issuable, an amount in cash equal to such fraction of
the market value of a whole Right.  For purposes of this Section
14(a), the market value of a whole Right shall be the closing price
of the Rights for the Trading Day immediately prior to the date on
which such fractional Rights would have been otherwise issuable. 
The closing price of the Rights for any day shall be, if the Rights
are listed or admitted to trading on a national securities
exchange, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal
national securities exchange on which the Rights are listed or
admitted to trading, or, if the shares of Company Common Stock are
designated for inclusion in the NMS, as reported in the NMS, or if
the Rights are not listed or admitted to trading on any national
securities exchange, the last quoted sales price or, if not so
quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by NASDAQ or such other system
then in use or, if on any such date the Rights are not quoted by
any such organization, the average of the closing bid and asked
prices as furnished by a professional market maker making a market
in the Rights selected by a majority of the Independent Directors. 
If on any such date no such market marker is making a market in the
Rights, the fair value of the Rights on such date as determined in
good faith by the Board of Directors, with the concurrence of a
majority of the Independent Directors, shall be used and such
determination shall be described in a statement filed with the
Rights Agent and the holders of the Rights.

     (b)  The Company shall not be required to issue fractions of
shares of Company Common Stock upon exercise of the Rights or to
distribute certificates which evidence such fractional shares of
Company Common Stock.  In lieu of such fractional shares of Company
Common Stock, the Company may pay to the registered holders of
Rights Certificates at the time such Rights are exercised as herein
provided an amount in cash equal to the same fraction of the then
current market value of one share of Company Common Stock.  For
purposes of this Section 14(b), the current market value of one
share of Company Common Stock shall be the closing price of one
share of Company Common Stock (as the term "closing price" is used
in Section 11(d) hereof) for the Trading Day immediately prior to
the date of such exercise.

     (c)  The holder of a Right by the acceptance of the Rights
expressly waives his right to receive any fractional Rights or any
fractional shares upon exercise of a Right, except as permitted by
this Section 14.

     Section 15.  Rights of Action.  All rights of action in
respect of this Agreement,  excepting  the  rights of action  given
to the  Rights  Agent  under Section 18 hereof, are vested in the
respective  registered holders of the Right Certificates (and,
prior to the Distribution Date, the registered holders of the
Common Shares); and any registered holder of any Right Certificate
(or, prior to the Distribution Date, of the Common Shares), 
without the consent of the Rights Agent  or of the  holder  of any 
other  Right  Certificate  (or,  prior  to the Distribution Date,
of the Common Shares), may, in his own behalf and for his own
benefit,  enforce, and may institute and maintain any suit, action
or proceeding against  the Company to enforce,  or  otherwise  act
in respect of, his right to exercise the Rights  evidenced by such
Right  Certificate in the manner provided in such Right Certificate
and in this Agreement.  Without limiting the foregoing or  any 
remedies  available  to  the  holders  of  Rights,  it is 
specifically acknowledged that the holders of Rights would not have
an adequate remedy at law for any breach of this Agreement and will
be entitled to specific performance of the  obligations  under, 
and  injunctive  relief  against  actual or threatened violations
of the obligations of any Person subject to, this Agreement.      
     

     Section 16.  Agreement of Right Holders.  Every holder of a
Right,  by accepting  the same,  consents  and agrees with the
Company and the Rights Agent and with every other holder of a Right
that:                    

     (a)  prior  to the  Distribution  Date,  the  Rights  will  be
transferable only in connection with the transfer of the Common
Shares;                    

     (b)  after the  Distribution  Date, the Right  Certificates
are transferable  only on the registry  books of the Rights Agent
if  surrendered at the principal  office of the Rights Agent,  duly 
endorsed or  accompanied  by a proper instrument of transfer; and 
                  

     (c)  the  Company  and the Rights  Agent may deem and treat
the person in whose name the Right Certificate (or, prior to the
Distribution  Date, the associated  Common Shares  certificate)  is
registered as the absolute owner thereof and of the Rights
evidenced  thereby  (notwithstanding  any notations of ownership or
writing on the Right  Certificates or the associated  Common Shares
certificate  made by anyone other than the Company or the Rights 
Agent) for all purposes  whatsoever,  and neither  the  Company 
nor the Rights  Agent shall be affected by any notice to the
contrary.                    

     Section 17.  Right  Certificate  Holder Not Deemed a 
Stockholder.  No holder,  as such, of any Right  Certificate  shall
be entitled to vote,  receive dividends or be deemed for any
purpose the holder of shares of Common Stock or any other 
securities  of the  Company  which  may at any  time be  issuable 
on the exercise of the Rights represented  thereby, nor shall
anything contained herein or in any Right  Certificate be construed
to confer upon the holder of any Right Certificate,  as such,  any
of the rights of a stockholder of the Company or any right to vote
for the  election of  directors  or upon any matter  submitted  to
stockholders  at any  meeting  thereof,  or to give or  withhold 
consent to any corporate  action,  or to receive notice of meetings
or other actions  affecting stockholders  (except as provided in
Section 25 hereof), or to receive dividends or subscription 
rights,  or otherwise,  until the Right or Rights  evidenced by
such  Right  Certificate  shall  have  been  exercised  in 
accordance  with the provisions hereof.  

     Section 18.  Concerning the Rights Agent. The Company agrees
to pay to the  Rights  Agent  reasonable  compensation  for all 
services  rendered  by it hereunder and, from time to time, on
demand of the Rights Agent,  its reasonable expenses and counsel
fees and other disbursements incurred in the administration and
execution of this  Agreement and the exercise and  performance of
its duties hereunder.  The Company  also agrees to  indemnify  the
Rights Agent for, and to hold it harmless  against,  any loss, 
liability,  or expense,  incurred without negligence, bad faith or
willful misconduct on the part of the Rights Agent, for anything
done or omitted by the Rights Agent in connection  with the 
acceptance and  administration  of this  Agreement,  including  the
costs and  expenses  of defending against any claim of liability in
the premises.                    

     The  Rights  Agent  shall  be  protected  and  shall  incur no
liability  for, or in respect of any action taken,  suffered or
omitted by it in connection with, its administration of this
Agreement in reliance upon any Right Certificate  or  certificate 
for the shares of Common Stock or Common Shares or for other
securities of the Company,  instrument of assignment or transfer,
power of attorney,   endorsement,   affidavit,   letter,  notice, 
 direction,   consent, certificate,  statement, or other paper or
document believed by it to be genuine and to be signed,  executed
and, where necessary,  verified or acknowledged,  by the proper 
person or persons,  or  otherwise  upon the advice of counsel as
set forth in Section 20 hereof.                    

     Section 19.  Merger or Consolidation or Change of Name of
Rights Agent. Any corporation into which the Rights Agent or any
successor Rights Agent may be merged or with which it may be
consolidated,  or any corporation  resulting from any merger or 
consolidation  to which the Rights Agent or any successor  Rights
Agent shall be a party, or any  corporation  succeeding to the
stock transfer or corporate trust powers of the Rights Agent or any
successor Rights Agent,  shall be the successor to the Rights Agent
under this Agreement  without the execution or  filing  of any
paper or any  further  act on the part of any of the  parties
hereto;  provided,  that such corporation would be eligible for
appointment as a successor Rights Agent under the provisions of
Section 21 hereof. In case at the time such  successor  Rights
Agent shall  succeed to the agency  created by this Agreement,  any
of the Right  Certificates shall have been countersigned but not
delivered, any such successor Rights Agent may adopt the
countersignature of the predecessor  Rights Agent and deliver such
Right  Certificates so countersigned; and in case at that  time any
of the  Right  Certificates  shall  not have  been countersigned, 
 any  successor   Rights  Agent  may   countersign   such  Right
Certificates  either in the name of the predecessor  Rights Agent
or in the name of the  successor  Rights Agent;  and in all such
cases such Right  Certificates shall  have  the full  force 
provided  in the  Right  Certificates  and in this Agreement.     
              

     In case at any  time  the name of the  Rights  Agent  shall be
changed  and at  such  time  any of  the  Right  Certificates 
shall  have  been countersigned but not delivered, the Rights Agent
may adopt the countersignature under its prior name and deliver
Right  Certificates  so  countersigned;  and in case  at  that 
time  any  of  the  Right   Certificates  shall  not  have  been
countersigned,  the Rights Agent may countersign such Right
Certificates  either in its prior  name or in its  changed  name; 
and in all such  cases  such Right Certificates shall have the full
force provided in the Right Certificates and in this Agreement.   
                

     Section 20.  Duties of Rights Agent.  The Rights Agent 
undertakes  the duties and  obligations  imposed by this Agreement
upon the following  terms and conditions,  by all of which the
Company and the holders of Right  Certificates, by their acceptance
thereof, shall be bound:
         
     (a)  The Rights Agent may consult  with legal  counsel (who
may be legal counsel for the Company), and the opinion of such
counsel shall be full and complete  authorization  and protection
to the Rights Agent as to any action taken or omitted by it in good
faith and in accordance with such opinion.                    
     (b)  Whenever  in the  performance  of its  duties  under this
Agreement the Rights Agent shall deem it necessary or desirable
that any fact or matter be proved or  established by the Company
prior to taking or suffering any action hereunder,  such fact or
matter (unless other evidence in respect thereof be herein 
specifically  prescribed) may be deemed to be conclusively proved
and established by a certificate signed by any one of the Chairman
of the Board, the Chief Executive Officer, the President, any Vice
President, the Treasurer or the Secretary of the Company and
delivered to the Rights Agent; and such certificate shall be full
authorization to the Rights Agent for any action taken or suffered
in good faith by it under the provisions of this Agreement in
reliance upon such certificate.                   

     (c)  The Rights Agent shall be liable  hereunder to the
Company and any  other  Person  only  for its  own  negligence, 
bad  faith  or  willful misconduct.                    

     (d)  The Rights  Agent  shall not be liable for or by reason
of any of the statements of fact or recitals  contained in this
Agreement or in the Right  Certificates  (except  its 
countersignature  thereof)  or be required to verify the same, but
all such statements and recitals are and shall be deemed to have
been made by the Company only. 
                   
     (e)  The Rights Agent shall not be under any  responsibility
in respect of the validity of this  Agreement or the execution and
delivery  hereof (except  the due  execution  hereof by the  Rights 
Agent) or in  respect of the validity or  execution  of any Right 
Certificate  (except its  countersignature thereof);  nor shall it
be  responsible  for any  breach by the  Company  of any covenant
or condition  contained in this Agreement or in any Right 
Certificate; nor shall it be responsible for any change in the 
exercisability  of the Rights (including the Rights becoming void
pursuant to Section 11(a)(ii) hereof) or any adjustment in the
terms of the Rights  (including  the manner,  method or amount
thereof) provided for in Section 3, 11, 13, 23 or 24, or the
ascertaining of the existence of facts that would require any such
change or adjustment (except with respect to the exercise of Rights
evidenced by Right  Certificates  after actual notice  that such
change or  adjustment  is  required);  nor shall it by any act
hereunder  be  deemed  to  make  any   representation  or  warranty 
as  to  the authorization  or reservation of any shares of Common
Stock to be issued  pursuant to this Agreement or any Right 
Certificate  or as to whether any shares of Common Stock will, 
when  issued,   be  validly   authorized  and  issued,   fully 
paid  and nonassessable.             

     (f)  The  Company  agrees  that  it  will  perform,   execute,
acknowledge  and deliver or cause to be performed,  executed, 
acknowledged  and delivered  all such further and other acts, 
instruments  and  assurances as may reasonably be required by the
Rights Agent for the carrying out or performing by the Rights Agent
of the provisions of this Agreement.          

     (g)  The Rights  Agent is hereby  authorized  and  directed 
to accept instructions with respect to the performance of its
duties hereunder from any  one  of the  Chairman  of the  Board, 
the  Chief  Executive  Officer,  the President,  any Vice 
President,  the Secretary or the Treasurer of the Company, and to
apply to such officers for advice or  instructions in connection
with its duties,  and it shall not be liable for any action  taken
or  suffered  by it in good faith in accordance with  instructions
of any such officer or for any delay in acting while waiting for
those instructions. 

     (h)  The Rights Agent and any stockholder, director, officer
or employee of the Rights Agent may buy, sell or deal in any of the
Rights or other securities of the Company or become pecuniarily
interested in any transaction in which the  Company  may be 
interested,  or  contract  with or lend money to the Company or
otherwise  act as fully and freely as though it were not Rights
Agent under this Agreement. Nothing herein shall preclude the
Rights Agent from acting in any other capacity for the Company or
for any other legal entity.                    

     (i)  The  Rights  Agent may  execute  and  exercise  any of
the rights or powers hereby vested in it or perform any duty
hereunder either itself or by or through  its  attorneys  or
agents,  and the Rights  Agent shall not be answerable or 
accountable  for any act,  default,  neglect or misconduct of any
such attorneys or agents or for any loss to the Company  resulting
from any such act, default,  neglect or misconduct,  provided
reasonable care was exercised in the selection and continued
employment thereof.                    

     Section 21.  Change of Rights Agent.  The Rights Agent or any
successor Rights Agent may resign and be discharged  from its
duties under this  Agreement upon 30 days' notice in writing mailed
to the Company and to each transfer agent of the Common Shares or
shares of Common Stock by registered or certified mail, and to the 
holders of the Right  Certificates  by  first-class  mail.  The
Company may remove the Rights  Agent or any  successor  Rights
Agent upon 30 days' notice in writing,  mailed to the Rights Agent
or successor  Rights Agent, as the case may be, and to each 
transfer  agent of the  Common  Shares or shares of Common Stock by
registered or certified  mail, and to the holders of the Right 
Certificates  by first-class  mail.  If the  Rights  Agent  shall 
resign or be  removed or shall otherwise become  incapable of
acting,  the Company shall appoint a successor to the Rights Agent. 
If the Company shall fail to make such  appointment  within a
period  of 30 days  after  giving  notice of such  removal  or
after it has been notified  in writing of such  resignation  or 
incapacity  by the  resigning  or incapacitated  Rights Agent or by
the holder of a Right  Certificate (who shall, with such notice, 
submit his Right  Certificate for inspection by the Company), then
the registered  holder of any Right  Certificate  may apply to any
court of competent  jurisdiction for the appointment of a new
Rights Agent. Any successor Rights Agent,  whether appointed by the
Company or by such a court, shall be (a) a corporation  organized
and doing  business under the laws of the United States or of the
State of Mississippi (or of any other state of the United  States
so long as such corporation is authorized to do business as a
banking institution in the State of Mississippi), in good standing,
having an office in the State of Mississippi, which  is  authorized 
under  such  laws to  exercise  corporate  trust or stock transfer
powers and is subject to supervision or examination by federal or
state authority  and  which  has at the  time of its  appointment 
as  Rights  Agent a combined capital and surplus of at least $50
million or (b) an affiliate of such a corporation.  After 
appointment,  the successor  Rights Agent shall be vested with the
same  powers,  rights,  duties and  responsibilities  as if it had
been originally  named  as  Rights  Agent  without  further  act 
or  deed;  but  the predecessor  Rights  Agent shall  deliver and
transfer to the  successor  Rights Agent any property at the time
held by it hereunder, and execute and deliver any further
assurance,  conveyance, act or deed necessary for the purpose. Not
later than the effective  date of any such  appointment  the
Company shall file notice thereof in writing with the predecessor 
Rights Agent and each transfer agent of the Common Shares or shares
of Common Stock, and mail a notice thereof in writing to the 
registered  holders of the Right  Certificates.  Failure to give
any notice provided  for in this  Section 21,  however,  or any
defect  therein,  shall not affect the  legality  or validity  of
the  resignation  or removal of the Rights Agent or the appointment
of the successor Rights Agent, as the case may be.                
   

     Section 22.  Issuance of New Right Certificates.
Notwithstanding any of the provisions of this  Agreement or of the
Rights to the contrary,  the Company may, at its option, issue new
Right Certificates  evidencing Rights in such form as may be
approved by its Board of Directors to reflect any adjustment or
change in the  Purchase  Price  and the  number  or kind or  class
of  shares  or other securities  or  property  purchasable  under 
the  Right  Certificates  made  in accordance with the provisions
of this Agreement.                    

     Sction 23.  Redemption. 

     (a)  The Board of Directors of the Company may, at its option,
at any time prior to such time as any Person becomes an Acquiring
Person,  redeem  all but not  less  than all the then  outstanding 
Rights  at a redemption price of $.01 per Right,  appropriately
adjusted to reflect any stock split,  stock dividend or similar 
transaction  occurring  after the date hereof (such redemption
price being hereinafter referred to as the "Redemption Price"). The 
redemption of the Rights by the Board of Directors may be made
effective at such time,  on such basis and with such  conditions as
the Board of Directors in its sole discretion may establish.      


     (b)  Immediately  upon the action of the Board of Directors of
the Company  ordering the redemption of the Rights  pursuant to
paragraph (a) of this  Section 23, and without  any  further 
action and without any notice,  the right to exercise the Rights
will terminate and the only right thereafter of the holders of
Rights shall be to receive the  Redemption  Price.  The Company
shall promptly give public notice of any such redemption; 
provided, however, that the failure to give, or any defect in, any
such notice shall not affect the validity of such  redemption. 
Within 10 days after such action of the Board of Directors ordering 
the  redemption  of the  Rights,  the  Company  shall mail a notice
of redemption  to all the  holders  of the then  outstanding 
Rights at their  last addresses as they appear upon the  registry 
books of the Rights Agent or, prior to the  Distribution  Date, on
the registry  books of the transfer agent for the Common Shares.
Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice. Each
such notice of redemption  will state the method by which the
payment of the  Redemption  Price will be made.  Neither the
Company nor any of its  Affiliates or Associates  may redeem,
acquire or purchase for value any Rights at any time in any manner
other than that specifically set forth in this Section 23 or in
Section 24 hereof, and other  than in  connection  with the 
purchase  of  Common  Shares  prior to the Distribution Date.     
              

     Section 24.  Exchange.  

     (a)  The Board of Directors of the Company may, at its 
option,  at any time  after any  Person  becomes  an  Acquiring 
Person, exchange all or part of the then outstanding and
exercisable Rights (which shall not include  Rights that have
become void pursuant to the  provisions of Section 11(a)(ii)
hereof) for Common Shares at an exchange ratio of one Common Share
per Right,  appropriately  adjusted to reflect any stock  split, 
stock  dividend or similar  transaction  occurring after the date
hereof (such exchange ratio being hereinafter referred to as the
"Exchange Ratio"). Notwithstanding the foregoing, the Board of
Directors  shall not be  empowered  to effect such  exchange at any
time after any Person  (other than the Company,  any  Subsidiary of
the Company, any employee benefit plan of the Company or any such 
Subsidiary,  or any entity holding  Common Shares for or pursuant
to the terms of any such plan),  together with all Affiliates and
Associates of such Person,  becomes the Beneficial Owner of 50% or
more of the Common Shares then outstanding.                    

     (b)  Immediately  upon the action of the Board of Directors of
the Company  ordering  the exchange of any Rights  pursuant to
paragraph  (a) of this Section 24 and without any further action
and without any notice, the right to exercise  such Rights  shall 
terminate  and the only right  thereafter  of a holder of such
Rights shall be to receive that number of Common  Shares equal to
the number of such Rights held by such holder  multiplied by the
Exchange Ratio. The Company shall  promptly give public notice of
any such  exchange;  provided, however,  that the  failure to give, 
or any defect in,  such  notice  shall not affect the validity of
such exchange.  The Company  promptly shall mail a notice of any 
such  exchange  to all of the  holders  of such  Rights  at  their 
last addresses as they appear upon the registry books of the Rights
Agent. Any notice which is mailed in the manner herein provided
shall be deemed given,  whether or not the holder receives the
notice.  Each such notice of exchange will state the method by
which the  exchange  of the Common  Shares for Rights will be
effected and, in the event of any partial  exchange,  the number of
Rights  which will be exchanged.  Any partial  exchange shall be
effected pro rata based on the number of Rights (other than Rights
which have become void  pursuant to the  provisions of Section
11(a)(ii) hereof) held by each holder of Rights.                  


     (c)  In the event that  there  shall not be  sufficient 
Common Shares  issued but not  outstanding  or  authorized  but 
unissued to permit any exchange  of Rights as  contemplated  in 
accordance  with this  Section 24, the Company  shall take all such
action as may be necessary to authorize  additional Common Shares
for issuance upon exchange of the Rights. In the event the Company
shall,  after good  faith  effort,  be unable to take all such 
action as may be necessary  to  authorize  such  additional  Common 
Shares,  the  Company  shall substitute, for each Common Share that
would otherwise be issuable upon exchange of a Right,  a number of
shares of Common Stock or  fraction  thereof  such that the current
per share market price of one share of Common Stock multiplied by
such number or fraction is equal to the current per share  market 
price of one Common Share as of the date of issuance of such shares
of Common Stock or fraction thereof.                    

     (d)  The Company  shall not be required to issue  fractions 
of Common Shares or to distribute  certificates  which evidence 
fractional  Common Shares. In lieu of such fractional  Common
Shares,  the Company shall pay to the registered  holders  of  the 
Right  Certificates  with  regard  to  which  such fractional 
Common Shares would otherwise be issuable an amount in cash equal
to the same fraction of the current  market value of a whole Common
Share.  For the purposes of this paragraph (d), the current market
value of a whole Common Share shall be the  closing  price of a
Common  Share (as  determined  pursuant to the second  sentence of
Section  11(d)(i)  hereof)  for the Trading Day  immediately prior
to the date of exchange pursuant to this Section 24.           

     Section 25.  Notice of Certain  Events.  

     (a)  In case the Company shall propose (i) to pay any dividend 
payable in stock of any class to the holders of its Company Common
Stock or to make any other  distribution  to the holders of its
Company Common Stock (other than a regular  quarterly cash
dividend),  (ii) to offer to the holders of its Company Common
Stock rights or warrants to subscribe for or to purchase any
additional Company Common Stock or shares of stock of any class or
any other securities, rights or options, (iii) to effect any
reclassification of its Company Common Stock (other than a 
reclassification  involving only the subdivision of outstanding
Company Common Stock), (iv) to effect any  consolidation or merger
into or with, or to effect any sale or other  transfer (or to
permit one or more of its  Subsidiaries  to  effect  any  sale or
other  transfer),  in one or more transactions,  of 50% or more of
the assets or earning  power of the Company and its  Subsidiaries 
(taken as a whole)  to, any other  Person,  (v) to effect the
liquidation, dissolution or winding up of the Company, or (vi) to
declare or pay any  dividend  on the  Common  Shares  payable  in
Common  Shares or to effect a subdivision,   combination   or  
consolidation   of  the   Common   Shares  (by reclassification  or
otherwise  than by payment of dividends in Common  Shares), then, 
in each such  case,  the  Company  shall  give to each  holder of
a Right Certificate,  in  accordance  with Section 26 hereof,  a
notice of such proposed action,  which  shall  specify  the record 
date for the  purposes of such stock dividend,  or  distribution 
of rights or  warrants,  or the date on which  such
reclassification,    consolidation,   merger,   sale,   transfer, 
 liquidation, dissolution,  or  winding  up is to take  place  and
the  date of  participation therein by the holders of the Common
Shares and/or Company Common Stock, if any such date is to be
fixed, and such notice shall be so given in the case of any action
covered by clause  (i) or (ii)  above at least 10 days prior to the
record  date for determining holders of the Company Common Stock
for purposes of such action, and in the case of any such other
action,  at least 10 days prior to the date of the taking of such 
proposed  action  or the date of  participation  therein  by the
holders of the Common Shares and/or Company Common Stock, whichever 
shall be the earlier.                    

     (b)  In case the event set forth in  Section  11(a)(ii) 
hereof shall occur,  then the Company shall as soon as practicable 
thereafter  give to each holder of a Right  Certificate,  in 
accordance  with Section 26 hereof,  a notice of the  occurrence of
such event,  which notice shall describe such event and the
consequences of such event to holders of Rights under Section 
11(a)(ii) hereof.                    

     Section 26.  Notices.  Notices or demands  authorized by this
Agreement to be  given  or  made  by the  Rights  Agent  or by  the 
holder  of any  Right Certificate to or on the Company shall be
sufficiently  given or made if sent by first-class mail, postage
prepaid,  addressed (until another address is filed in writing with
the Rights Agent) as follows:                             
          Hancock Holding Company                            
          2510 14th Street
          Gulfport, MS 39501
          Attention:  Corporate Secretary   

Subject to the provisions of Section 21 hereof,  any notice or
demand authorized by this  Agreement  to be given or made by the 
Company  or by the holder of any Right Certificate to or on the
Rights Agent shall be sufficiently  given or made if sent by
first-class mail,  postage prepaid,  addressed (until another
address is filed in writing with the Company) as follows:         
 

          Hancock Bank                            
          2510 14th Street
          Gulfport, MS 39501
          Attention: Trust Department

Notices  or demands  authorized  by this  Agreement  to be given or
made by the Company or the  Rights  Agent to the  holder of any
Right  Certificate  shall be sufficiently  given  or  made  if sent
by  first-class  mail,  postage  prepaid, addressed  to such holder
at the address of such holder as shown on the registry books of the
Company.                  

     Section 27.  Supplements  and  Amendments.  The Company may
from time to time  supplement or amend this Agreement  without the
approval of any holders of Right Certificates in order to cure any
ambiguity,  to correct or supplement any provision contained herein
which may be defective or inconsistent with any other provisions 
herein,  or to make any other  provisions with respect to the
Rights which the  Company may deem  necessary  or  desirable,  any
such  supplement  or amendment  to be  evidenced  by a writing 
signed by the  Company and the Rights Agent; provided, however,
that from and after such time as any Person becomes an Acquiring
Person,  this Agreement shall not be amended in any manner which
would adversely affect the interests of the holders of Rights. 
                   
     Section 28.  Successors.  All the  covenants  and  provisions 
of this Agreement  by or for the benefit of the  Company or the
Rights  Agent shall bind and inure to the benefit of their
respective successors and assigns hereunder.                    

     Section 29.  Benefits  of this Agreement.  Nothing in this 
Agreement shall be construed to give to any person or corporation 
other than the Company, the Rights  Agent and the  registered 
holders of the Right  Certificates  (and, prior to the Distribution
Date, the Common Shares) any legal or equitable right, remedy or
claim under this  Agreement;  but this Agreement shall be for the
sole and  exclusive  benefit  of the  Company,  the Rights  Agent
and the  registered holders of the Right  Certificates  (and, 
prior to the  Distribution  Date, the Common Shares).             
     

     Section 30.  Severability.   If  any  term,  provision,  
covenant  or restriction  of this Agreement is held by a court of
competent  jurisdiction  or other  authority  to be invalid,  void
or  unenforceable,  the  remainder of the terms, provisions, 
covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or
invalidated.     

     Section 31.  Governing Law. This Agreement and each Right 
Certificate issued  hereunder  shall be deemed to be a  contract 
made under the laws of the State of Mississippi and for all
purposes  shall be governed by and  construed in accordance  with
the laws of such State  applicable  to contracts to be made and
performed entirely within such State.                    

     Section 32.  Counterparts. This Agreement may be executed in
any number of counterparts and each of such  counterparts  shall
for all purposes be deemed to be an original,  and all such
counterparts shall together  constitute but one and the same
instrument.                    

     Section 33.  Descriptive Headings.  Descriptive headings of
the several Sections of this  Agreement  are  inserted  for 
convenience  only and shall not control or affect the meaning or
construction of any of the provisions hereof.    

     IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement  to be duly  executed and  attested,  all as of the day
and year first above written.                                     
         

                                   HANCOCK HOLDING COMPANY 
 

Attest:   


By:                                  By:                         
      Name: /s/ George A. Schloegel     Name: /s/Leo W. Seal, Jr.
      Title: Vice Chairman             Title: President and Chief
                                                Executive Officer 
   


                                   HANCOCK BANK  

Attest:   


By: Leo W. Seal, Jr.               By: George A. Schloegel
   Title: President and CEO            Title: Vice Chairman




                           EXHIBIT "A"
     FORM OF ARTICLES OF AMENDMENT OF HANCOCK HOLDING COMPANY


                      ARTICLES OF AMENDMENT

                 TO THE ARTICLES OF INCORPORATION

                                OF

                     HANCOCK HOLDING COMPANY

                      GULFPORT, MISSISSIPPI


     Pursuant to the provisions of the Miss. Code Ann., Sections
79-4-10.01 through 79-4-10.09 (1996), the undersigned  corporation
hereby adopts the following Articles of Amendment to its Articles
of Incorporation:
     FIRST: The name of the corporation is Hancock Holding Company.

     SECOND: The following Amendments to the Amended and Restated
Articles of Incorporation of Hancock Holding Company (the
"Articles") were adopted by the Board of Directors on December 12,
1996 and by the Stockholders at the Annual Meeting held on February
20, 1997, in the manner prescribed by law:

     1.   An amendment to Article Two of the Articles to
          increase the number of shares of Common Stock,
          $3.33 par value, which the corporation has
          authority to issue to 75,000,000 to read in its
          entirety as follows:

               SECOND: The aggregate number of shares
               which the Corporation shall have
               authority to issue is seventy-five
               million (75,000,000) of the par value of
               three dollars and thirty-three cents
               ($3.33) each.

     2.   An amendment to Article Six of the Articles to
          conform Article Six to the Mississippi Business
          Corporations Act to read in its entirety as
          follows:

               SIXTH: A director shall not be liable to the
               Corporation or its shareholders for money
               damages for any action taken, or any failure
               to take any action, as a director, except
               liability for: (i) the amount of financial
               benefit received by a director to which he is
               not entitled; (ii) an intentional infliction
               of harm on the Corporation or its
               shareholders; (iii) a violation of Mississippi
               Code Annotated Section 79-4-8.33(1972), as
               amended; or (iv) an intentional violation of
               criminal law.  The Corporation shall indemnify
               any person (or the heirs, executors and
               administrators of any person) who was or is a
               party to, or is threatened to be made a party
               to, any threatened, pending or completed
               action, suit or proceeding, whether civil,
               criminal, administrative, investigative or
               otherwise, formal or informal (a "Proceeding"),
               by reason of the fact that such person is or
               was a director, officer, employee or agent of
               the Corporation, or is or was serving at the
               request of the Corporation as a director,
               officer, partner, trustee, employee or agent
               of another corporation, partnership, joint
               venture, trust, employee benefit plan or other
               enterprise, against any obligation to pay a
               judgment, settlement, penalty, fine (including
               an excise tax assessed with respect to an
               employee benefit plan) or reasonable expenses
               (including legal fees) incurred with respect
               to the Proceeding: (A) to the fullest extent
               permitted by the Mississippi Business
               Corporation Act in effect from time to time
               (the "Act") and (B) despite the fact that such
               person has failed to meet the standard of
               conduct set forth in the Act, or would be
               disqualified for indemnification under the Act
               for any reason, if a determination is made by
               one of the following determining bodies
               (Collectively, the "Determining Bodies"): (i)
               the board of directors by majority vote of a
               quorum consisting of directors not at the time
               parties to the Proceeding, (ii) if a quorum
               cannot be obtained under (i), by majority vote
               of a committee duly designated by the board of
               directors (in which designation directors who
               are parties may participate), consisting of
               two or more directors not at the time parties
               to the Proceeding, (iii) by special legal
               counsel (a) selected by the board of directors
               or its committee in the manner prescribed in
               (i) or (ii) or (b) if a quorum of the board of
               directors cannot be obtained under (i) and a
               committee cannot be designated under (ii),
               selected by majority vote of the full board of
               directors (in which selection directors who
               are parties may participate, (iv) by the
               shareholders (but shares owned by or voted
               under the control of directors who are at the
               time parties to the Proceeding may not be
               voted on the determination) or (v) by a court,
               that the acts or omissions of the director,
               officer, employee or agent did not constitute
               gross negligence or willful misconduct. 
               However the Corporation shall not indemnify a
               person for: (i) an intentional infliction of
               harm on the Corporation or its shareholders;
               (ii) a violation of Mississippi Code Annotated
               Section 79-4-8.33 (1972), as amended; or for
               (iii) an intentional violation of criminal
               law, and the Corporation shall not indemnify a
               person for receipt of a financial benefit to
               which he is not entitled unless ordered by a
               court under Mississippi Code Annotated,
               Section 79-4-8.54(9)(3).  The Corporation
               shall indemnify a person in connection with a
               proceeding by or in the right of the
               Corporation for reasonable expenses incurred
               in connection with the Proceeding if such acts
               or omissions do not constitute gross
               negligence or willful misconduct, and shall
               make further indemnification in connection
               with the Proceeding if so ordered by a court
               under Mississippi Code Annotated, Section
               79-4-8.54(9)(3).The Corporation upon request
               shall pay or reimburse such person for his
               reasonable expenses (including legal fees) in
               advance of final disposition of the Proceeding
               as long as:  (i) such person furnishes the
               Corporation a written undertaking, executed
               personally or on his behalf, to repay the
               advance if he is not entitled to mandatory
               indemnification under Mississippi Code
               Annotated, Section 79-4-8.52 and it is
               ultimately determined by a judgment or other
               final adjudication that his acts or omissions
               did constitute gross negligence or willful
               misconduct, which undertaking must be an
               unlimited general obligation of such person,
               and which shall be accepted by the Corporation
               without reference to the financial ability of
               the person to make repayment or to collateral;
               (ii) such person furnishes a written
               affirmation of his good faith that his acts or
               omissions did not constitute gross negligence
               or willful misconduct; and (iii) a
               determination is made by any of the
               Determining Bodies that the facts then known
               to those making the determination would not
               preclude indemnification under this Article
               SIXTH.

               Neither the amendment nor repeal of this
               Article SIXTH, nor the adoption or amendment
               of any other provision of the Corporation's
               bylaws or these Amended and Restated Articles
               of Incorporation inconsistent with this
               Article SIXTH, shall apply to or affect in any
               respect the applicability of the preceding
               paragraph with respect to any act or failure
               to act which occurred prior to such amendment,
               repeal or adoption.


     THIRD: The designation, number of outstanding shares, number
of votes entitled to be cast on the Amendments, and the number of
votes indisputably are as follows:


AS TO AMENDMENT 1:

               Number of Votes     Number of 
               Number of Shares    Votes Entitled   Indisputably
Designation    Outstanding         To Be Cast       Represented   

Common Stock   10,725,102          10,725,102       8,457,064.69


AS TO AMENDMENT 2:

               Number of Votes     Number of 
               Number of Shares    Votes Entitled  Indisputably
Designation    Outstanding         To Be Cast       Represented   

Common Stock   10,725,102          10,725,102      8,457,064.69


     FOURTH: Of the 8,457,064.69 shares of common stock
indisputably represented at the Annual Meeting of Stockholders, the
following votes were cast FOR and AGAINST the Amendment as follows:

AS TO AMENDMENT 1:

               Total Number        Total Number    Total Number
Number of         of Votes             of Votes       of Votes
Votes Cast        Cast FOR         Cast AGAINST    ABSTAINING

8,331,324.69    7,762,126.17          539,376.69      29,821.83

AS TO AMENDMENT 2:

               Total Number        Total Number    Total Number
Number of         of Votes             of Votes       of Votes
Votes Cast        Cast FOR         Cast AGAINST    ABSTAINING

8,317,056.69    8,294,723.33            4,614.53      17,718.83

     FIFTH: The number of votes cast for the amendments to the
Articles of Incorporation by each voting group was sufficient for
approval by the voting group.

     NOW, THEREFORE, Hancock Holding Company, Gulfport,
Mississippi, acting by and through its undersigned officer, hereby
submits these Articles of Amendment, all in accordance with Miss.
Code Ann., Section 79-4-10.06 (1996).
DATED:                     , 1997.
                                   HANCOCK HOLDING COMPANY



                                   By:
                                      Leo W. Seal, Jr.
                                      President

STATE OF MISSISSIPPI

COUNTY OF HARRISON

     Personally appeared before me, the undersigned authority in
and for the jurisdiction aforesaid, the within named LEO W. SEAL,
JR. who being by me personally sworn, declared that he is the
President, of Hancock Holding Company, that he executed the
foregoing document as President of the corporation on its behalf,
he being so authorized to do; and that the statements contained
therein are true.

     GIVEN UNDER MY HAND AND OFFICIAL SEAL on this the    day of  
                            , 1997.


                                                                 
                                   NOTARY PUBLIC
My Commission Expires: 








                          EXHIBIT "B"  

                   Form of Right Certificate  


Certificate No. R-                                        Rights 


NOT EXERCISABLE AFTER FEBRUARY 21, 2007 OR EARLIER IF REDEMPTION OR
EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER
RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT. 

                        Right Certificate 

                     HANCOCK HOLDING COMPANY 

    This certifies that                    , or registered
assigns, is the registered owner of the number of Rights set forth
above, each of which entitles the owner thereof, subject to the
terms, provisions and conditions of the Rights Agreement, dated as
of February 21, 1997 (the "Rights Agreement"), between Hancock
Holding Company, a Mississippi corporation (the "Company"), and
Hancock Bank (the "Rights Agent"), to purchase from the Company at
any time after the Distribution Date (as such term is defined in
the Rights Agreement) and prior to 5:00 P.M., Gulfport, Mississippi
time, on February 21, 2007 at the principal office of the Rights
Agent, or at the office of its successor as Rights Agent, one share
of Common Stock, $3.33 par value (the "Common Stock"), of the
Company, at a purchase price of $120.00 per $3.33 par value share
(the "Purchase Price"), upon presentation and surrender of this
Right Certificate with the Form of Election to Purchase duly
executed. The number of Rights evidenced by this Right Certificate
(and the number of shares of Common Stock which may be purchased
upon exercise hereof) set forth above, and the Purchase Price set
forth above, are the number and Purchase Price as of February 21,
1997, based on the shares of Common Stock as constituted at such
date. As provided in the Rights Agreement, the Purchase Price and
the number of shares of Common Stock which may be purchased upon
the exercise of the Rights evidenced by this Right Certificate are
subject to modification and adjustment upon the happening of
certain events. 

    This Right Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms,
provisions and conditions are hereby incorporated herein by
reference and made a part hereof and to which Rights Agreement
reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder
of the Rights Agent, the Company and the holders of the Right
Certificates. Copies of the Rights Agreement are on file at the
principal executive offices of the Company and the above-mentioned
offices of the Rights Agent. 

    This Right Certificate, with or without other Right
Certificates, upon surrender at the principal office of the Rights
Agent, may be exchanged for another Right Certificate or Right
Certificates of like tenor and date evidencing Rights entitling the
holder to purchase a like aggregate number of shares of Common
Stock as the Rights evidenced by the Right Certificate or Right
Certificates surrendered shall have entitled such holder to
purchase. If this Right Certificate shall be exercised in part, the
holder shall be entitled to receive upon surrender hereof another
Right Certificate or Right Certificates for the number of whole
Rights not exercised. 

    Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate (i) may be redeemed by the Company at
a redemption price of $.01 per Right payable at the Company's option
in cash or in Common Stock of the Company subject to adjustment in
certain events as provided in the Rights Agreement.

    No fractional shares of Common Stock will be issued upon the
exercise of any Right or Rights evidenced hereby, but in lieu
thereof a cash payment will be made, as provided in the Rights
Agreement.

    No holder of this Right Certificate shall be entitled to vote
or receive dividends or be deemed for any purpose the holder of the
Common Stock or of any other securities of the Company which may at
any time be issuable on the exercise hereof, nor shall anything
contained in the Rights Agreement or herein be construed to confer
upon the holder hereof, as such, any of the rights of a stockholder
of the Company or any right to vote for the election of directors
or upon any matter submitted to stockholders at any meeting
thereof, or to give or withhold consent to any corporate action, or
to receive notice of meetings or other actions affecting
stockholders (except as provided in the Rights Agreement), or to
receive dividends or subscription rights, or otherwise, until the
Right or Rights evidenced by this Right Certificate shall have been
exercised as provided in the Rights Agreement. 

    This Right Certificate shall not be valid or obligatory for
any purpose until it shall have been countersigned by the Rights
Agent. 

    WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal. Dated as of February 21, 1997. 

ATTEST:                           HANCOCK HOLDING COMPANY 


                             By: (form, do not sign)             

Countersigned:  

HANCOCK BANK  



By:                                    (form, do not sign)
    Authorized Signature  







            Form of Reverse Side of Right Certificate 

                       FORM OF ASSIGNMENT 

     (To be executed by the registered holder if such holder 
          desires to transfer the Right Certificate.)  


FOR VALUE RECEIVED                                               
hereby sells, assigns and transfers unto                         

                                                                 
          (Please print name and address of transferee) 

this Right Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint
Attorney, to transfer the within Right Certificate on the books of
the within-named Company, with full power of substitution.  


Dated: 


                                                                 
                             Signature


Signature Guaranteed: 

    Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association
of Securities Dealers, Inc., or a commercial bank or trust company
having an office or correspondent in the United States. 

    The undersigned hereby certifies that the Rights evidenced by
this Right Certificate are not beneficially owned by an Acquiring
Person or an Affiliate or Associate thereof (as defined in the
Rights Agreement). 


                                                                 
                             Signature








                  FORM OF ELECTION TO PURCHASE 

          (To be executed if holder desires to exercise 
         Rights represented by the Right Certificate.)  


To: HANCOCK HOLDING COMPANY 

    The undersigned hereby irrevocably elects to exercise  Rights
represented by this Right Certificate to purchase the Common Stock
issuable upon the exercise of such Rights and requests that
certificates for such Common Stock be issued in the name of: 

Please insert social security or other identifying number:       

                                                                 

                                                                 
                 (Please print name and address)


If such number of Rights shall not be all the Rights evidenced by
this Right Certificate, a new Right Certificate for the balance
remaining of such Rights shall be registered in the name of and
delivered to: 

Please insert social security or other identifying number:       

                                                                 

                                                                 
                (Please print name and address)  


Dated:


                                                                 
                             Signature  

Signature Guaranteed: 

    Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association
of Securities Dealers, Inc., or a commercial bank or trust company
having an office or correspondent in the United States.  

    The undersigned hereby certifies that the Rights evidenced by
this Right Certificate are not beneficially owned by an Acquiring
Person or an Affiliate or Associate thereof (as defined in the
Rights Agreement).  


                             Signature                           



                             NOTICE 

    The signature in the Form of Assignment or Form of Election to
Purchase, as the case may be, must conform to the name as written
upon the face of this Right Certificate in every particular,
without alteration or enlargement or any change whatsoever. 

    In the event the certification set forth above in the Form of
Assignment or the Form of Election to Purchase, as the case may be,
is not completed, the Company and the Rights Agent will deem the
beneficial owner of the Rights evidenced by this Right Certificate
to be an Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement) and such Assignment or Election to
Purchase will not be honored.  




                           EXHIBIT "C" 
    
                SUMMARY OF SHAREHOLDER RIGHTS PLAN

Form of Security   
    The Board of Directors declared a dividend of one common stock
    purchase right (a "Right") for each outstanding share of HHC's
    Common Stock held of record as of the close of business on
    February 20, 1997.

Transfer
    Prior to the Distribution Date 1/, the Rights will attach to
    and be evidenced by the certificates representing shares of
    outstanding  Common Stock.  The registered holders of the
    Common Stock will be deemed to be the registered holders of
    the Rights.

    After the Distribution Date, the Rights Agent will mail
    separate certificates evidencing the Rights to each record
    holder of the Common Stock as of the close of business on the
    Distribution Date.  Thereafter, the Rights will be
    transferable separately from the Common Stock.

Exercise
    Prior to the Distribution Date, the Rights will not be
    exercisable.

    After the Distribution Date, each Right will be exercisable to
    purchase one share of HHC  Common Stock for $120 per share,
    subject to adjustment (the "Purchase Price").

Flip-In (Buy HHC Common Stock at 50% C.M.V.)
    If: (1) any person or group not affiliated with the Company
    becomes the beneficial owner of 10% or more of HHC's Common
    Stock (an "Acquiring Person"), or (2) the Board determines the
    existence of an Adverse Person, then, each Right (other than
    Rights beneficially owned by the Acquiring Person or Adverse
    Person) will entitle the holder to receive, upon exercise, a
    share of HHC's Common Stock at an adjusted Purchase Price of
    50% of the current market value of such share.

FOOTNOTE 1/ Distribution Date means the earlier of (1) the 10th day
after public announcement that any person or group has become the
beneficial owner of 10% or more of the HHC's Common Stock; or (2)
the 10th day after the date of the commencement of a tender or
exchange offer by any person which would, if consummated, result in
such person becoming the beneficial owner of 10% or more of the
HHC's Common Stock; or (3) the close of business on the 10th
business day after a majority of the Board of Directors who are not
officers of the Company determine that a person has become a
beneficial owner of 10% or more of the outstanding Common Stock and
is an Adverse Person.

Optional Exchange
    At any time after the occurrence of a triggering event, the
    Board of Directors may exchange all or part of the Rights
    (other than Rights owned by the Acquiring Person) for shares
    of Common Stock at an exchange ratio of one share of Common
    Stock per Right.

Flip-Over (Buy Other Company's Stock at 50% of C.M.V.)
    If, after any person has become an Acquiring Person, (1) the
    Company is involved in a merger or other business combination
    in which the Company is not the surviving corporation, (2) all
    or part of the HHC's Common Stock is converted or exchanged
    for securities, cash or assets of any other person or (3) 50%
    or more of the assets or earning power of the Company and its
    subsidiaries, taken as a whole, is sold or transferred, then
    each Right will entitle the holder to purchase, for the
    Purchase Price, that number of shares of common stock of the
    other party purchasable for the Purchase Price at a price of
    50% of the current market value.

Redemption
    The Board of Directors may redeem all of the Rights at a price
    of $.01 per Right at any time prior to the close of business
    on the 10th day after public announcement that any person has
    become an Acquiring Person (subject to extension by a majority
    of the Continuing Directors).

Expiration
    The rights will expire on February 20, 2007, unless earlier
    exchanged or redeemed.

Amendments
    Prior to the Distribution Date, the Rights Agreement may be
    amended in any respect without shareholder approval.

    After the Distribution Date, the Rights Agreement may be
    amended in certain respects without shareholder approval,
    however, after any person has become an Acquiring Person, no
    such amendment may adversely affect the interests of holder of
    Rights.

Voting Rights
    Rights holders have no rights as a shareholder of the Company,
    including, without limitation, the right to vote or to receive
    dividends, until a Right is exercised.


Anti-takeover Effects
    The Rights have certain anti-takeover effects by causing
    substantial dilution to an Acquiring Person or Adverse Person. 
    However, the Rights should not interfere with any merger
    approved by the Board.

Taxes
    While the dividend of the Rights will not be taxable to
    shareholders or to the Company, shareholders or the Company
    may, depending upon the circumstances, recognize taxable
    income in the event that the Rights become exercisable as set
    forth above.