8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 27, 2009

HANCOCK HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Mississippi	0-13089	64-0169065
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

One Hancock Plaza, 2510 14th Street,

Gulfport, Mississippi 39501

(Address of principal executive offices)              (Zip code)

(228) 868-4000

(Registrant's telephone number, including area code)

INFORMATION TO BE INCLUDED IN THE REPORT

Item 8.01. Other Events.  On October 27, 2009, Hancock Holding Company issued a press release announcing the closing of its underwritten public offering of 4,945,000 shares of Common Stock.  The press release is attached hereto as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits

(c)  Exhibits.

99.1 Press Release issued by Hancock Holding Company dated October 27, 2009, headed "Hancock Holding Company closes $175.5 million common stock offering.”

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 28, 2009

HANCOCK HOLDING COMPANY
(Registrant)
By:	/s/ Paul D. Guichet
	Paul D. Guichet
	Vice President
	Investor Relations

EX-99.1

For Immediate Release

October 27, 2009

For More Information

Carl J. Chaney, President  & Chief Executive Officer

Michael M. Achary, Chief Financial Officer

Paul D. Guichet, VP, Investor Relations & Corporate Governance

800.522.6542 or 228.563.6559

Hancock Holding Company closes $175.5 million common stock offering

GULFPORT, MS (October 27, 2009) — Hancock Holding Company (NASDAQ: HBHC) today announced that the company raised gross proceeds of approximately $175.5 million through its previously announced public common stock offering.

The company, in connection with the offering, issued 4,945,000 shares of common stock, including 645,000 shares issued pursuant to the full exercise of the underwriters’ over-allotment option.  Net proceeds of the offering to Hancock were approximately $167.3 million after estimated expenses.  Keefe, Bruyette & Woods, Inc. and Morgan Stanley acted as joint book-running managers, and Sterne Agee & Leach, Stifel Nicolaus & Co. and FIG Partners served as co-managers.

Hancock Holding Company President and Chief Executive Officer Carl J. Chaney noted, “We are very pleased with the overwhelming interest and the results this offering generated.  We believe this response reflects the company’s 110-year history of financial strength and stability.  These proceeds further position Hancock to consider expansion opportunities that fit the company’s strategic growth plans throughout the Gulf South region.”

This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The offering will be made only by means of a prospectus supplement and accompanying prospectus, copies of which may be obtained from Keefe, Bruyette & Woods, Inc., Equity Capital Markets, 787 Seventh Avenue, 4th Floor, New York, NY 10019 or by calling toll-free (800) 966-1559 and from Morgan Stanley at 180 Varick St, 2nd Floor, New York, NY 10014, Attention: Prospectus Department or by email at prospectus@morganstanley.com.

About Hancock Holding Company

Hancock Holding Company — parent company of Hancock Bank (Mississippi), Hancock Bank of Louisiana, Hancock Bank of Florida, and Hancock Bank of Alabama — operates more than 150 banking and financial services offices and more than 130 ATMs and has assets of approximately $6.8 billion as of September 30, 2009.

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Hancock Holding Company closes $175.5 million common stock offering

October 26, 2009

— Add 1 —

Founded in 1899, Hancock Bank consistently rates among America’s strongest, safest financial institutions and has ranked as one of the nation’s Top 10 Best Banks, according to Bank Director Magazine, for two years in a row.  Bank subsidiaries include Hancock Investment Services, Inc., Hancock Insurance Agency and its divisions of Ross King Walker and J. Everett Eaves, and Harrison Finance Company.

Additional corporate information and e-banking are available at www.hancockbank.com.

“SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:  Congress passed the Private Securities Litigation Act of 1995 in an effort to encourage corporations to provide information about companies’ anticipated future financial performance.  This act provides a safe harbor for such disclosure, which protects the companies from unwarranted litigation if actual results are different from management expectations.  This release contains forward-looking statements which are not historical facts and reflects management’s current views and estimates of future economic circumstances, industry conditions, company performance, and financial results.  These forward-looking statements are subject to a number of factors and uncertainties which could cause the Company’s actual results and experience to differ from the anticipated results and expectations expressed in such forward-looking statements.

SOURCE Hancock Holding Company

Contact:  Carl J. Chaney, President and Chief Executive Officer, or Michael M. Achary, Chief Financial Officer, or Paul D. Guichet, Investor Relations Manager, +1-228-563-6559 or paul_guichet@hancockbank.com, all of Hancock Holding Company.

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