10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2008

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________________ to ________________________

Commission File Number    0-13089

HANCOCK HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Mississippi	64-0693170
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
One Hancock Plaza, P.O. Box 4019, Gulfport, Mississippi	39502
(Address of principal executive offices)	(Zip Code)

(228) 868-4000

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name, address and fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

                               Yes x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x          Accelerated filer o          Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

                               Yes o  No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

31,407,603 common shares were outstanding as of July 31, 2008 for financial statement purposes.

Hancock Holding Company

Index

		Page Number
Part I. Financial Information
ITEM 1.	Financial Statements
	Condensed Consolidated Balance Sheets — June 30, 2008 (unaudited) and December 31, 2007	1
	Condensed Consolidated Statements of Income (unaudited) — Three and six months ended June 30, 2008 and 2007	2
	Condensed Consolidated Statements of Stockholders’ Equity (unaudited) – Six months ended June 30, 2008 and 2007	3
	Condensed Consolidated Statements of Cash Flows (unaudited) — Six months ended June 30, 2008 and 2007	4
	Notes to Condensed Consolidated Financial Statements (unaudited) — June 30, 2008	5-21
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22-34
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	35
ITEM 4.	Controls and Procedures	35
Part II. Other Information
ITEM 1A.	Risk Factors	36
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
ITEM 4.	Submission of Matters to a Vote of Security Holders	36
ITEM 6.	Exhibits	36
Signatures		37

Part I. Financial Information

Item 1. Financial Statements

Hancock Holding Company and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except share data)

	June 30, 2008 (unaudited)			December 31, 2007
ASSETS
Cash and due from banks (non-interest bearing)	$	180,755			$	182,615
Interest-bearing time deposits with other banks		9,816				8,560
Federal funds sold		32				117,721
Trading securities		2,272				197,425
Securities available for sale, at fair value (amortized cost of $1,819,172 and $1,479,963)		1,805,323				1,480,196
Loans held for sale		28,808				18,957
Loans		3,802,346				3,612,883
Less: allowance for loan losses		(53,300	)			(47,123	)
unearned income		(14,542	)			(16,326	)
Loans, net		3,734,504				3,549,434
Property and equipment, net of accumulated depreciation of $94,444 and $87,160		205,601				200,566
Other real estate, net		1,549				2,172
Accrued interest receivable		32,182				35,117
Goodwill, net		62,277				62,277
Other intangible assets, net		7,175				8,298
Life insurance contracts		143,510				139,421
Reinsurance receivables		30,555				34,827
Deferred tax asset, net		11,104				3,976
Other assets		14,653				14,417
Total assets	$	6,270,116			$	6,055,979
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Non-interest bearing demand	$	894,544			$	907,874
Interest-bearing savings, NOW, money market and time		4,126,264				4,101,660
Total deposits		5,020,808				5,009,534
Federal funds purchased		19,495				4,100
Securities sold under agreements to repurchase		543,678				371,604
Long-term notes		717				793
Policy reserves and liabilities		51,218				58,489
Other liabilities		60,795				57,272
Total liabilities		5,696,711				5,501,792
Stockholders’ Equity
Common stock-$3.33 par value per share; 350,000,000 shares authorized, 31,385,870 and 31,294,607 issued and outstanding, respectively		104,515				104,211
Capital surplus		89,501				87,122
Retained earnings		402,543				377,481
Accumulated other comprehensive loss, net		(23,154	)			(14,627	)
Total stockholders’ equity		573,405				554,187
Total liabilities and stockholders’ equity	$	6,270,116			$	6,055,979

See notes to unaudited condensed consolidated financial statements.

1

Hancock Holding Company and Subsidiaries
Condensed Consolidated Statements of Income
(Unaudited)
(In thousands, except per share amounts)

	Three Months Ended June 30,								Six Months Ended June 30,
	2008				2007				2008				2007
Interest income:
Loans, including fees		$	59,529			$	63,202			$	122,023			$	124,054
Securities - taxable			20,616				19,397				40,079				39,723
Securities - tax exempt			1,304				1,550				2,699				3,198
Federal funds sold			263				722				1,708				3,588
Other investments			42				66				58				83
Total interest income			81,754				84,937				166,567				170,646
Interest expense:
Deposits			25,556				31,884				56,173				64,714
Federal funds purchased and securities sold under agreements to repurchase			3,997				1,827				7,759				3,684
Long-term notes and other interest expense			40				10				51				21
Capitalized interest			(20	)			(327	)			(66	)			(717	)
Total interest expense			29,573				33,394				63,917				67,702
Net interest income			52,181				51,543				102,650				102,944
Provision for loan losses, net			2,787				1,238				11,605				2,449
Net interest income after provision for loan losses			49,394				50,305				91,045				100,495
Noninterest income:
Service charges on deposit accounts			10,879				10,471				21,669				19,662
Other service charges, commissions and fees			16,202				15,221				31,758				28,930
Securities gains, net			426				34				6,078				40
Other income			4,309				5,018				8,691				8,575
Total noninterest income			31,816				30,744				68,196				57,207
Noninterest expense:
Salaries and employee benefits			27,031				24,837				52,662				51,401
Net occupancy expense			4,702				4,469				9,303				8,542
Equipment rentals, depreciation and maintenance			2,785				2,768				5,694				5,041
Amortization of intangibles			364				384				729				807
Other expense			17,307				19,916				33,935				36,290
Total noninterest expense			52,189				52,374				102,323				102,081
Net income before income taxes			29,021				28,675				56,918				55,621
Income tax expense			8,037				8,352				15,877				16,068
Net income		$	20,984			$	20,323			$	41,041			$	39,553
Basic earnings per share		$	0.67			$	0.63			$	1.31			$	1.22
Diluted earnings per share		$	0.66			$	0.62			$	1.29			$	1.20
Dividends paid per share		$	0.240			$	0.240			$	0.480			$	0.480
Weighted avg. shares outstanding-basic			31,382				32,233				31,366				32,447
Weighted avg. shares outstanding-diluted			31,814				32,749				31,779				33,024

See notes to unaudited condensed consolidated financial statements.

2

Hancock Holding Company and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
(In thousands, except share and per share data)

							Capital Surplus			Retained Earnings				Accumulated Other Comprehensive Loss, net				Total
	Common Stock
	Shares			Amount
Balance, January 1, 2007		32,666,052		$	108,778		$	139,099			$	334,546			$	(24,013	)	$	558,410
Comprehensive income
Net income per consolidated statements of income		—			—			—				39,553				—			39,553
Net change in unfunded accumulated benefit obligation, net of tax		—			—			—				—				443			443
Net change in fair value of securities available for sale, net of tax		—			—			—				—				(7,785	)		(7,785	)
Comprehensive income																			32,211
Cash dividends declared ($0.480 per common share)		—			—			—				(15,654	)			—			(15,654	)
Common stock issued, long-term incentive plan, including income tax benefit of $96		88,826			296			433				—				—			729
Compensation expense, long-term incentive plan		—			—			1,070				—				—			1,070
Repurchase/retirement of common stock		(661,020	)		(2,201	)		(24,867	)			—				—			(27,068	)
Balance, June 30, 2007		32,093,858		$	106,873		$	115,735			$	358,445			$	(31,355	)	$	549,698
Balance, January 1, 2008		31,294,607		$	104,211		$	87,122			$	377,481			$	(14,627	)	$	554,187
Comprehensive income
Net income per consolidated statements of income		—			—			—				41,041				—			41,041
Net change in unfunded accumulated benefit obligation, net of tax		—			—			—				—				475			475
Net change in fair value of securities available for sale, net of tax		—			—			—				—				(9,002	)		(9,002	)
Comprehensive income																			32,514
SFAS 158, change in measurement date		—			—			—				(815	)			—			(815	)
Cash dividends declared ($0.480 per common share)		—			—			—				(15,164	)			—			(15,164	)
Common stock issued, long-term incentive plan, including income tax benefit of $150		91,263			304			1,066				—				—			1,370
Compensation expense, long-term incentive plan		—			—			1,313				—				—			1,313
Balance, June 30, 2008		31,385,870		$	104,515		$	89,501			$	402,543			$	(23,154	)	$	573,405

See notes to unaudited condensed consolidated financial statements.

3

Hancock Holding Company and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)

	Six Months Ended June 30,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	41,041		$	39,553
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		7,899			6,034
Provision for loan losses		11,605			2,449
Provision for losses on other real estate owned, net		2			(7	)
Loss/(gain) on sales of other real estate owned		121			(754	)
Deferred tax benefit		(2,334	)		(773	)
Increase in cash surrender value of life insurance contracts		(4,089	)		(2,531	)
Gain on sales/paydowns of securities available for sale, net		(2,695	)		(40	)
Gain on disposal of other assets		(663	)		(16	)
Gain on sale of loans held for sale		(224	)		(198	)
Gain on trading securities		(3,383	)		—
Amortization/(accretion) of securities premium/discount, net		843			(1,973	)
Amortization of mortgage servicing rights		111			179
Amortization of intangible assets		729			807
Stock-based compensation expense		1,313			1,070
Decrease (increase) in accrued interest receivable		2,935			(1,461	)
Increase (decrease) in accrued expenses		6,866			(2,602	)
Increase in other liabilities		504			986
Decrease in interest payable		(2,892	)		(1,047	)
Decrease in policy reserves and liabilities		(7,271	)		(11,204	)
Decrease in reinsurance receivable		4,272			3,545
Increase in other assets		(236	)		(2,137	)
Proceeds from sale of loans held for sale		100,290			129,892
Originations of loans held for sale		(109,917	)		(137,946	)
Proceeds from paydowns of securities held for trading		7,635			—
Excess tax benefit from share based payments		(92	)		(96	)
Other, net		18			691
Net cash provided by operating activities		52,388			22,421
CASH FLOWS FROM INVESTING ACTIVITIES:
Net increase in interest-bearing time deposits		(1,256	)		(2,419	)
Proceeds from sales of securities available for sale		3,045			8,969
Proceeds from maturities of securities available for sale		699,584			650,546
Purchases of securities available for sale		(849,081	)		(382,845	)
Net decrease (increase) in federal funds sold		117,689			27,914
Net increase in loans		(199,514	)		(170,422	)
Purchases of property and equipment		(14,730	)		(44,261	)
Proceeds from sales of property and equipment		1,802			204
Proceeds from sales of other real estate		3,340			1,180
Net cash (used in) provided by investing activities		(239,121	)		88,866
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits		11,274			(53,321	)
Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase		187,469			(22,752	)
Repayments of long-term notes		(76	)		(5	)
Dividends paid		(15,164	)		(15,654	)
Proceeds from exercise of stock options		1,278			633
Repurchase/retirement of common stock		—			(27,068	)
Excess tax benefit from stock option exercises		92			96
Net cash (used in) provided by financing activities		184,873			(118,071	)
NET DECREASE IN CASH AND DUE FROM BANKS		(1,860	)		(6,784	)
CASH AND DUE FROM BANKS, BEGINNING		182,615			190,114
CASH AND DUE FROM BANKS, ENDING	$	180,755		$	183,330
SUPPLEMENTAL INFORMATION:
Income taxes paid	$	11,307		$	17,033
Interest paid, including capitalized interest of $66 and $717, respectively		66,809			68,750
Restricted stock issued to employees of Hancock		445			137
SUPPLEMENTAL INFORMATION FOR NON-CASH
INVESTING AND FINANCING ACTIVITIES
Transfers from loans to other real estate	$	3,240		$	915
Financed sale of foreclosed property		400			—
Transfers from trading securities to available for sale securities		190,802			—

See notes to unaudited condensed consolidated financial statements.

4

Hancock Holding Company and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)

1. Basis of Presentation

          The condensed consolidated financial statements of Hancock Holding Company and all majority-owned subsidiaries (the “Company”) included herein are unaudited; however, they include all adjustments all of which are of a normal recurring nature which, in the opinion of management, are necessary to present fairly the Company’s Condensed Consolidated Balance Sheets at June 30, 2008 and December 31, 2007, the Company’s Condensed Consolidated Statements of Income for the three and six months ended June 30, 2008 and 2007, the Company’s Condensed Consolidated Statements of Stockholders’ Equity and Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2008 and 2007. Although the Company believes the disclosures in these financial statements are adequate to make the interim information presented not misleading, certain information relating to the Company’s organization and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in this Form 10-Q pursuant to Securities and Exchange Commission rules and regulations. These financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s 2007 Annual Report on Form 10-K. The results of operations for the six months ended June 30, 2008 are not necessarily indicative of the results expected for the full year.

          The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period and disclosure of contingent liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to allowance for loan losses, investments, intangible assets and goodwill, property and equipment, income taxes, insurance, employment benefits and contingent liabilities. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

          Certain reclassifications have been made to conform prior year financial information to the current period presentation. These reclassifications had no material impact on the unaudited condensed consolidated financial statements.

Critical Accounting Policies

          There have been no material changes or developments in the Company’s evaluation of accounting estimates and underlying assumptions or methodologies that the Company believes to be Critical Accounting Policies and Estimates as disclosed in our Form 10-K, for the year ended December 31, 2007.

5

Hancock Holding Company and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)

2. Fair Value of Assets

          The Company adopted Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements (“SFAS No. 157”), on January 1, 2008. SFAS No. 157 establishes a framework for measuring fair value under generally accepted accounting principles (GAAP), clarifies the definition of fair value within that framework, and expands disclosures about the use of fair value measurements. SFAS No. 157 defines a fair value hierarchy that prioritizes the inputs to these valuation techniques used to measure fair value giving preference to quoted prices in active markets (level 1) and the lowest priority to unobservable inputs such as a reporting entity’s own data (level 3). Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in markets that are not active, observable inputs other than quoted prices, such as interest rates and yield curves, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. In addition, the Company adopted SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment SFAS No. 115 (“SFAS No. 159”), on January 1, 2008. The Company did not elect to fair value any additional items under SFAS No. 159. The Company, in accordance with Financial Accounting Standards Board Staff Position No. 157-2 “The Effective Date of FASB Statement No. 157”, will defer application of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities until January 1, 2009.

          Fair Value of Assets Measured on a Recurring Basis

          The following table presents for each of the fair-value hierarchy levels the Company’s financial assets and liabilities that are measured at fair value (in thousands) on a recurring basis at June 30, 2008.

	Level 1		Level 2			Net Balance
Assets
U.S. agency securities	$	391,496	$	—		$	391,496
Mortgage backed securities		—		1,086,592			1,086,592
CMOs		—		145,475			145,475
Municipal bonds available for sale		—		181,760			181,760
Trading securities		2,272		—			2,272
Swaps		—		(1,042	)		(1,042	)
Loans carried at fair value		—		24,400			24,400
Total assets	$	393,768	$	1,437,185		$	1,830,953

          Fair Value of Assets Measured on a Nonrecurring Basis

          Certain assets and liabilities are measured at fair value on a non-recurring basis and therefore are not included in the table above. Impaired loans are level 2 assets measured using appraisals from external parties of the collateral less any prior liens. As of June 30, 2008, the fair value of impaired loans was $30.8 million.

6

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

3. Securities

          Available for Sale Securities

          For the six months ended June 30, 2008, the Company sold securities for a net gain of $2.7 million. Included in the net gain was a $2.8 million gross gain for the sale of securities as a result of the VISA IPO that occurred in the first quarter of 2008 and a gross loss of $99,468 that occurred in the second quarter of 2008 from Magna Insurance Company, a subsidiary of the Company, due to deterioration of the credit quality of an investment. For the six months ended June 30, 2007, Magna Insurance Company, sold thirty available for sale securities out of its portfolio to provide liquidity for surrenders of annuities for Magna Insurance Company. These securities had a gross loss of $37,164.

          Trading Securities

          For the six months ended June 30, 2008, the Company recognized $3.3 million in net gains, including a net gain of $3.2 million for the fair value adjustment at the date of the transfer of trading securities from trading to available for sale in the first quarter of 2008 because the Company intends to hold them for a longer period of time. There were no trading gains or losses in the first six months of 2007.

4. Loans and Allowance for Loan Losses

          Loans, net of unearned income, totaled $3.8 billion at June 30, 2008 and $3.6 billion at December 31, 2007. The Company also held $28.8 million and $19.0 million in loans held for sale at June 30, 2008 and December 31, 2007, respectively, carried at lower of cost or fair value. These loans are originated on a best-efforts basis, whereby a commitment by a third party to purchase the loan has been received concurrent with the Banks’ commitment to the borrower to originate the loan.

          In some instances, loans are placed on nonaccrual status. All accrued but uncollected interest related to the loan is deducted from income in the period the loan is assigned a nonaccrual status. For such period as a loan is in nonaccrual status, any cash receipts are applied first to principal, second to expenses incurred to cause payment to be made and lastly to the recovery of any reversed interest income and interest that would be due and owing subsequent to the loan being placed on nonaccrual status. Nonaccrual loans and foreclosed assets, which make up total non-performing assets, amounted to approximately 0.52% and 0.43% of total loans at June 30, 2008 and December 31, 2007, respectively. The amount of interest that would have been recognized on nonaccrual loans for the three and six months ended June 30, 2008 was approximately $276,000 and $537,000, respectively. The amount of interest that would have been recognized on nonaccrual loans for the three and six months ended June 30, 2007 was immaterial.

          The Company’s investments in impaired loans at June 30, 2008 and December 31, 2007 were $42.8 million and $43.5 million, respectively.

7

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

4. Loans and Allowance for Loan Losses (continued)

          The following table sets forth, for the periods indicated, allowance for loan losses, amounts charged-off and recoveries of loans previously charged-off (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
Balance of allowance for loan losses at beginning of period	$	53,008	$	46,517	$	47,123	$	46,772
Provision for loan losses, net		2,787		1,238		11,605		2,449
Loans charged-off:
Commercial, real estate and mortgage		981		978		2,016		1,481
Direct and indirect consumer		1,361		1,179		2,670		2,394
Finance company		945		648		2,197		1,281
Demand deposit accounts		681		716		1,282		1,441
Total charge-offs		3,968		3,521		8,165		6,597
Recoveries of loans previously charged-off:
Commercial, real estate and mortgage		320		1,064		521		1,375
Direct and indirect consumer		544		383		954		929
Finance company		234		123		438		267
Demand deposit accounts		375		423		824		1,032
Total recoveries		1,473		1,993		2,737		3,603
Net charge-offs		2,495		1,528		5,428		2,994
Balance of allowance for loan losses at end of period	$	53,300	$	46,227	$	53,300	$	46,227

          The following table presents the makeup of allowance for loan losses by:

	June 30, 2008		December 31, 2007
	(In thousands)
Balance of allowance for loan losses
Non-impaired	$	41,282	$	38,146
Impaired		12,018		8,977
Total allowance for loan losses	$	53,300	$	47,123

          As of June 30, 2008 and December 31, 2007, the Company had $24.4 million and $18.8 million, respectively, in loans carried at fair value.

8

Hancock Holding Company and Subsidiaries
Notes to Condensed Consolidated Financial Statements – (Continued)
(Unaudited)

4. Loans and Allowance for Loan Losses (continued)

          The following table sets forth, for the periods indicated, certain ratios related to the Company’s charge-offs, allowance for loan losses and outstanding loans:

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Ratios:
Net charge-offs to average net loans (annualized)		0.27	%		0.18	%		0.30	%		0.18	%
Net charge-offs to period-end net loans (annualized)		0.26	%		0.18	%		0.29	%		0.18	%
Allowance for loan losses to average net loans		1.44	%		1.37	%		1.45	%		1.39	%
Allowance for loan losses to period-end net loans		1.41	%		1.35	%		1.41	%		1.35	%
Net charge-offs to loan loss allowance		4.68	%		3.31	%		10.18	%		6.48	%
Provision for loan losses to net charge-offs		111.70	%		81.02	%		213.80	%		81.80	%

5. Goodwill and Other Intangible Assets

          Goodwill represents costs in excess of the fair value of net assets acquired in connection with purchase business combinations. In accordance with the provisions of SFAS No. 142 Goodwill and Other Intangibles (“SFAS No. 142”), the Company tests its goodwill for impairment annually. No impairment charges were recognized as of June 30, 2008. The carrying amount of goodwill was $62.3 million as of June 30, 2008 and December 31, 2007.

          The following tables present information regarding the components of the Company’s identifiable intangible assets, and related amortization for the dates indicated (in thousands):

	As of June 30, 2008						As of December 31, 2007
	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Amortizable intangible assets:
Core deposit intangibles	$	14,137	$	9,065	$	5,072	$	14,137	$	8,500	$	5,637
Value of insurance business acquired		2,752		1,158		1,594		3,757		1,807		1,950
Non-compete agreements		322		266		56		368		252		116
Trade name		100		60		40		100		50		50
Total	$	17,311	$	10,549	$	6,762	$	18,362	$	10,609	$	7,753

	Three Months Ended June 30,					Six Months Ended June 30,
	2008			2007		2008		2007
Aggregate amortization expense for:
Core deposit intangibles	$	283		$	331	$	565	$	605
Value of insurance businesses acquired		77			29		140		155
Non-compete agreements		(1	)		19		14		37
Trade name		5			5		10		10
Total	$	364		$	384	$	729	$	807

9

Hancock Holding Company and Subsidiaries
Notes to Condensed Consolidated Financial Statements – (Continued)
(Unaudited)

5. Goodwill and Other Intangible Assets (continued)

          The amortization period used for core deposit intangibles and value of insurance business acquired is 10 years. The amortization period used for non-compete agreements and trade name intangibles is 5 years. The following table shows estimated amortization expense of other intangible assets for the remainder of 2008, four succeeding years and thereafter, calculated based on current amortization schedules (in thousands):

2008	$	721
2009		1,435
2010		1,400
2011		1,161
2012		946
Thereafter		1,099
		6,762

6. Mortgage Banking (including Mortgage Servicing Rights)

          The Company adopted SFAS No. 156, Accounting for Servicing of Financial Assets (“SFAS No. 156”) on January 1, 2007 without material impact. SFAS No. 156 requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable, and permits an entity to subsequently measure those servicing assets and servicing liabilities at fair value. Under SFAS No. 156, the Company decided to continue to use the amortization method instead of adopting the fair value measurement method. Management has determined that it has one class of servicing rights – mortgage servicing rights – which are based on the type of loan. The following are the risk characteristics of the underlying financial assets used to stratify servicing assets for purposes of measuring impairment: interest rate, type of product (fixed versus variable), duration and asset quality. The fair values of the mortgage servicing rights were $1.5 million and $1.8 million as of June 30, 2008 and December 31, 2007, respectively. The fair value was based upon Bloomberg prepayment speeds for the performing portion of the portfolio and actual prepayment speeds for the watch list portion of the portfolio. The following table shows the amounts (in thousands) of contractually specified fees for the three and six months ended June 30, 2008 and 2007, respectively:

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Servicing fees		$	137		$	160		$	280		$	326
Late fees			10			16			22			33
Ancillary fees			2			2			4			10
Total		$	149		$	178		$	306		$	369

          The gross carrying amount of mortgage servicing rights is equal to the net carrying amount. There were no valuation allowances on the mortgage servicing rights portfolio as of June 30, 2008 or December 31, 2007.

10

Hancock Holding Company and Subsidiaries
Notes to Condensed Consolidated Financial Statements – (Continued)
(Unaudited)

6. Mortgage Banking (including Mortgage Servicing Rights) (continued)

The changes in the carrying amounts of mortgage servicing rights as of June 30, 2008 and as of December 31, 2007 are as follows (in thousands):

	Net Carrying Amount
Balance as of December 31, 2006		$	941
Additions			9
Disposals			(60	)
Amortization			(345	)
Balance as of December 31, 2007			545
Disposals			(21	)
Amortization			(111	)
Balance as of June 30, 2008		$	413

          The following table shows estimated amortization expense of mortgage servicing rights for the remainder of 2008, the four succeeding years and thereafter, calculated based on current amortization schedules (in thousands):

2008	$	101
2009		145
2010		95
2011		50
2012		15
Thereafter		7
	$	413

7. Earnings Per Share

          Following is a summary of the information used in the computation of earnings per common share (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Net income - used in computation of earnings per share		$	20,984		$	20,323		$	41,041		$	39,553
Weighted average number of shares outstanding - used in computation of basic earnings per share			31,382			32,233			31,366			32,447
Effect of dilutive securities Stock options and restricted stock awards			432			516			413			577
Weighted average number of shares outstanding plus effect of dilutive securities - used in computation of diluted earnings per share			31,814			32,749			31,779			33,024

There were no anti-dilutive share-based incentives outstanding for the three and six months ended June 30, 2008. There were 60,585 and 42,347 anti-dilutive share-based incentives outstanding for the three and six months ened June 30, 2007, respectively.

11

Hancock Holding Company and Subsidiaries
Notes to Condensed Consolidated Financial Statements – (Continued)
(Unaudited)

8. Share-Based Payment Arrangements

Stock Option Plans

          At June 30, 2008, the Company had two stock option plans. The 1996 Hancock Holding Company Long-Term Incentive Plan (the “1996 Plan”) that was approved by the Company’s shareholders in 1996 was designed to provide annual incentive stock awards. Awards as defined in the 1996 Plan include, with limitations, stock options (including restricted stock options), restricted and performance shares, and performance stock awards, all on a stand-alone, combination or tandem basis. A total of fifteen million (15,000,000) common shares can be granted under the 1996 Plan with an annual grant maximum of two percent (2%) of the Company’s outstanding common stock as reported for the fiscal year ending immediately prior to such plan year. Grants of restricted stock awards are limited to one-third of the grant totals.

          The exercise price is equal to the market price on the date of grant, except for certain of those granted to major stockholders where the option price is 110% of the market price. Option awards generally vest based on five years of continuous service and have ten-year contractual terms. The Company’s policy is to issue new shares upon share option exercise and upon restricted stock award vesting. The 1996 Long-Term Incentive Plan expired in 2006 and no additional awards may be granted under the 1996 Plan.

          In March of 2005, the stockholders of the Company approved Hancock Holding Company’s 2005 Long-Term Incentive Plan (the “2005 Plan”). The 2005 Plan is designed to enable employees and directors to obtain a proprietary interest in the Company and to attract and retain outstanding personnel. The 2005 Plan provides that awards for up to an aggregate of five million (5,000,000) shares of the Company’s common stock may be granted during the term of the 2005 Plan. The 2005 Plan limits the number of shares for which awards may be granted during any calendar year to two percent (2%) of the outstanding Company’s common stock as reported for the fiscal year ending immediately prior to such plan year.

          The fair value of each option award is estimated on the date of grant using Black-Scholes-Merton option valuation model that uses the assumptions noted in the following table. Expected volatilities are based on implied volatilities from traded options on the Company’s stock, historical volatility of the Company’s stock and other factors. The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

	Six Months Ended June 30, 2008
Expected volatility	29.53	%
Expected dividends	2.60	%
Expected term (in years)	6.42
Risk-free rates	3.32	%

12

Hancock Holding Company and Subsidiaries
Notes to Condensed Consolidated Financial Statements – (Continued)
(Unaudited)

8. Share-Based Payment Arrangements (continued)

          A summary of option activity under the plans for the six months ended June 30, 2008, and changes during the six months then ended is presented below:

Options	Number of Shares			Weighted- Average Exercise Price ($)		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value ($000)
Outstanding at January 1, 2008		1,345,333		$	29.04		6.1
Granted		4,289		$	36.88
Exercised		(53,756	)	$	23.65			$	861
Forfeited or expired		(7,625	)	$	32.28
Outstanding at June 30, 2008		1,288,241		$	29.27		5.8	$	13,598
Exercisable at June 30, 2008		1,004,136		$	26.09		5.1	$	13,546
Share options expected to vest		231,971		$	40.46		8.4	$	46

          The total intrinsic value of options exercised during the six months ended June 30, 2008 and 2007 was $.9 million and $3.5 million, respectively.

          A summary of the status of the Company’s nonvested shares as of June 30, 2008, and changes during the six months ended June 30, 2008, is presented below:

	Number of Shares			Weighted- Average Grant-Date Fair Value ($)
Nonvested at January 1, 2008		589,090		$	23.78
Granted		18,223		$	30.21
Vested		(99,084	)	$	17.15
Forfeited		(5,116	)	$	23.01
Nonvested at June 30, 2008		503,113		$	23.03

          As of June 30, 2008, there was $7.1 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the plans. That cost is expected to be recognized over a weighted-average period of 2.82 years. The total fair value of shares which vested during the six months ended June 30, 2008 and 2007 was $1.7 million and $1.2 million, respectively.

13

Hancock Holding Company and Subsidiaries
Notes to Condensed Consolidated Financial Statements – (Continued)
(Unaudited)

9. Retirement Plans

          Net periodic benefits cost includes the following components for the three and six months ended June 30, 2008 and 2007:

	Pension Benefits						Other Post-retirement Benefits
	Three Months Ended June 30,
	2008			2007			2008			2007
Service cost	$	656,542		$	663,956		$	40,500		$	68,500
Interest cost		1,129,247			958,450			122,500			102,000
Expected return on plan assets		(1,207,550	)		(1,051,435	)		—			—
Amortization of prior service cost		—			—			(13,250	)		(13,250	)
Amortization of net loss		236,869			280,549			36,500			148,651
Amortization of transition obligation		—			—			1,250			1,250
Net periodic benefit cost	$	815,108		$	851,520		$	187,500		$	307,151

	Pension Benefits						Other Post-retirement Benefits
	Six Months Ended June 30,
	2008			2007			2008			2007
Service cost	$	1,313,084		$	1,327,912		$	81,000		$	137,000
Interest cost		2,258,494			1,916,900			245,000			204,000
Expected return on plan assets		(2,415,100	)		(2,102,870	)		—			—
Amortization of prior service cost		—			—			(26,500	)		(26,500	)
Amortization of net loss		473,738			561,098			73,000			168,151
Amortization of transition obligation		—			—			2,500			2,500
Net periodic benefit cost	$	1,630,216		$	1,703,040		$	375,000		$	485,151

          The Company anticipates that it will contribute $4.6 million to its pension plan and approximately $750,000 to its post-retirement benefits in 2008. During the first six months of 2008, the Company contributed approximately $2.0 million to its pension plan and approximately $306,000 for post-retirement benefits.

14

Hancock Holding Company and Subsidiaries
Notes to Condensed Consolidated Financial Statements – (Continued)
(Unaudited)

10. Other Service Charges, Commission and Fees, and Other Income

          Components of other service charges, commission and fees are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
	(In thousands)
Trust fees	$	4,575	$	4,124	$	8,751	$	7,816
Credit card merchant discount fees		2,884		2,618		5,423		4,909
Income from insurance operations		4,259		5,033		8,600		9,402
Investment and annuity fees		2,727		2,018		5,536		3,995
ATM fees		1,757		1,428		3,448		2,808
Total other service charges, commissions and fees	$	16,202	$	15,221	$	31,758	$	28,930

          Components of other income are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
	(In thousands)
Secondary mortgage market operations	$	753	$	1,116	$	1,531	$	2,027
Income from bank owned life insurance		1,580		1,317		3,024		2,508
Outsourced check income		52		637		234		1,289
Other		1,924		1,948		3,902		2,751
Total other income	$	4,309	$	5,018	$	8,691	$	8,575

11. Other Expense

          Components of other expense are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
	(In thousands)
Data processing expense	$	4,635	$	4,352	$	8,838	$	8,596
Postage and communications		2,285		2,688		4,599		4,947
Ad valorem and franchise taxes		1,010		827		2,125		1,648
Legal and professional services		3,083		4,672		5,828		8,425
Stationery and supplies		551		640		978		1,132
Advertising		1,446		2,033		3,250		3,595
Deposit insurance and regulatory fees		689		253		1,014		509
Training expenses		167		161		353		335
Other fees		872		549		1,982		1,376
Annuity expense		141		339		1,114		802
Claims paid		235		470		392		898
Other expense		2,193		2,932		3,462		4,027
Total other expense	$	17,307	$	19,916	$	33,935	$	36,290

15

Hancock Holding Company and Subsidiaries
Notes to Condensed Consolidated Financial Statements – (Continued)
(Unaudited)

12. Income Taxes

          The Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, An Interpretation of FASB Statement No. 109 (“FIN 48”), on January 1, 2007 and determined that there was no need to make an adjustment to retained earnings due to the adoption of this Interpretation. There were no material uncertain tax positions as of June 30, 2008 and December 31, 2007. The Company does not expect that unrecognized tax benefits will significantly increase or decrease within the next 12 months.

          It is the Company’s policy to recognize interest and penalties accrued relative to unrecognized tax benefits in income tax expense. The interest accrual is considered immaterial to the Company’s consolidated balance sheet as of June 30, 2008 and December 31, 2007.

          The Company and its subsidiaries file a consolidated U.S. federal income tax return, as well as filing various returns in the states where its banking offices are located. Its filed income tax returns are no longer subject to examination by taxing authorities for years before 2004.

13. Segment Reporting

          The Company’s primary segments are geographically divided into the Mississippi (MS), Louisiana (LA), Florida (FL) and Alabama (AL) markets. Each segment offers the same products and services but is managed separately due to different pricing, product demand, and consumer markets. Each segment offers commercial, consumer and mortgage loans and deposit services. In the following tables, the column “Other” includes additional consolidated subsidiaries of the Company: Hancock Investment Services, Inc. and subsidiaries, Hancock Insurance Agency, Inc. and subsidiaries, Harrison Finance Company, Magna Insurance Company and subsidiary and three real estate corporations owning land and buildings that house bank branches and other facilities.

16

Hancock Holding Company and Subsidiaries
Notes to Condensed Consolidated Financial Statements – (Continued)
(Unaudited)

13. Segment Reporting (continued)

          Following is selected information for the Company’s segments (in thousands):

				Three Months Ended June 30, 2008
	MS			LA			FL			AL			Other		Eliminations				Consolidated
Interest income	$	38,745		$	35,790		$	2,275		$	1,076		$	6,593		$	(2,725	)		$	81,754
Interest expense		17,371			11,787			1,173			552			1,300			(2,610	)			29,573
Net interest income		21,374			24,003			1,102			524			5,293			(115	)			52,181
Provision for loan losses		214			1,074			195			392			912			—				2,787
Noninterest income		14,501			9,835			318			184			6,986			(8	)			31,816
Depreciation and amortization		2,626			908			122			91			146			—				3,893
Other noninterest expense		21,307			16,720			1,598			1,074			7,620			(23	)			48,296
Net income before income taxes		11,728			15,136			(495	)		(849	)		3,601			(100	)			29,021
Income tax expense (benefit)		3,121			4,160			(325	)		(313	)		1,394			—				8,037
Net income (loss)	$	8,607		$	10,976		$	(170	)	$	(536	)	$	2,207		$	(100	)		$	20,984
Total assets	$	3,449,989		$	2,743,175		$	197,230		$	101,095		$	820,843		$	(1,042,216	)		$	6,270,116
Total interest income from affiliates	$	2,710		$	—		$	—		$	—		$	15		$	(2,725	)		$	—
Total interest income from external customers	$	36,035		$	35,790		$	2,275		$	1,076		$	6,578		$	—			$	81,754
Amortization & (accretion) of securities	$	359		$	359		$	13		$	(1	)	$	84		$	—			$	814
				Three Months Ended June 30, 2007
	MS			LA			FL			AL			Other		Eliminations				Consolidated
Interest income	$	44,117		$	37,306		$	2,347		$	316		$	6,464		$	(5,613	)		$	84,937
Interest expense		19,005			16,765			1,260			23			1,839			(5,498	)			33,394
Net interest income		25,112			20,541			1,087			293			4,625			(115	)			51,543
Provision for (reversal of) loan losses		2,003			(1,161	)		(238	)		121			513			—				1,238
Noninterest income		14,267			9,565			230			1			6,693			(12	)			30,744
Depreciation and amortization		2,237			741			110			6			114			—				3,208
Other noninterest expense		23,385			16,435			1,341			361			7,949			(305	)			49,166
Net income before income taxes		11,754			14,091			104			(194	)		2,742			178				28,675
Income tax expense (benefit)		3,338			3,997			(12	)		(75	)		1,104			—				8,352
Net income	$	8,416		$	10,094		$	116		$	(119	)	$	1,638		$	178			$	20,323
Total assets	$	3,307,456		$	2,523,738		$	172,904		$	17,066		$	799,179		$	(945,537	)		$	5,874,806
Total interest income from affiliates	$	5,613		$	—		$	—		$	(24	)	$	—		$	(5,589	)		$	—
Total interest income from external customers	$	38,504		$	37,306		$	2,347		$	340		$	6,464		$	(24	)		$	84,937
Amortization & (accretion) of securities	$	(172	)	$	(124	)	$	12		$	—		$	11		$	—			$	(273	)

17

Hancock Holding Company and Subsidiaries
Notes to Condensed Consolidated Financial Statements – (Continued)
(Unaudited)

13. Segment Reporting (continued)

			Six Months Ended June 30, 2008
	MS		LA		FL			AL			Other		Eliminations				Consolidated
Interest income	$	80,998	$	71,261	$	4,442		$	1,838		$	13,404		$	(5,376	)		$	166,567
Interest expense		37,130		25,603		2,400			974			2,956			(5,146	)			63,917
Net interest income		43,868		45,658		2,042			864			10,448			(230	)			102,650
Provision for loan losses		4,896		3,981		271			646			1,811			—				11,605
Noninterest income		27,240		25,619		563			304			14,486			(16	)			68,196
Depreciation and amortization		5,358		1,806		226			221			287			—				7,898
Other noninterest expense		41,538		31,865		3,114			2,200			15,775			(67	)			94,425
Net income before income taxes		19,316		33,625		(1,006	)		(1,899	)		7,061			(179	)			56,918
Income tax expense (benefit)		4,880		9,622		(677	)		(689	)		2,741			—				15,877
Net income (loss)	$	14,436	$	24,003	$	(329	)	$	(1,210	)	$	4,320		$	(179	)		$	41,041
Total assets	$	3,449,989	$	2,743,175	$	197,230		$	101,095		$	820,843		$	(1,042,216	)		$	6,270,116
Total interest income from affiliates	$	5,320	$	7	$	4		$	—		$	45		$	(5,376	)		$	—
Total interest income from external customers	$	75,678	$	71,254	$	4,438		$	1,838		$	13,359		$	—			$	166,567
Amortization & (accretion) of securities	$	637	$	74	$	14		$	(1	)	$	119		$	—			$	843

				Six Months Ended June 30, 2007
	MS			LA			FL			AL			Other		Eliminations				Consolidated
Interest income	$	90,431		$	72,798		$	4,848		$	434		$	12,423		$	(10,288	)	$	170,646
Interest expense		38,957			32,502			2,494			26			3,781			(10,058	)		67,702
Net interest income		51,474			40,296			2,354			408			8,642			(230	)		102,944
Provision for (reversal of) loan losses		491			1,047			(322	)		121			1,112			—			2,449
Noninterest income		25,334			17,721			400			1			13,774			(23	)		57,207
Depreciation and amortization		4,136			1,464			204			6			224			—			6,034
Other noninterest expense		43,630			33,307			2,716			403			16,303			(312	)		96,047
Net income before income taxes		28,551			22,199			156			(121	)		4,777			59			55,621
Income tax expense (benefit)		8,483			5,889			(87	)		(46	)		1,829			—			16,068
Net income	$	20,068		$	16,310		$	243		$	(75	)	$	2,948		$	59		$	39,553
Total assets	$	3,307,456		$	2,523,738		$	172,904		$	17,066		$	799,179		$	(945,537	)	$	5,874,806
Total interest income from affiliates	$	10,288		$	—		$	—		$	49		$	—		$	(10,337	)	$	—
Total interest income from external customers	$	80,143		$	72,798		$	4,848		$	385		$	12,423		$	49		$	170,646
Amortization & (accretion) of securities	$	(1,048	)	$	(968	)	$	22		$	—		$	21		$	—		$	(1,973	)

18

Hancock Holding Company and Subsidiaries
Notes to Condensed Consolidated Financial Statements – (Continued)
(Unaudited)

14. New Accounting Pronouncements

          In June 2008, the Financial Accounting Standards Board (“FASB”) issued Emerging Issues Task Force (“EITF”) 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities which provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and should be included in the computation of earnings per share pursuant to the two-class method. EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. Upon adoption, a company is required to retrospectively adjust its earnings per share data including any amounts related to interim periods, summaries of earnings and selected financial data. The Company is assessing the impact of adopting EITF 03-6-1, but does not expect the impact to be material to the Company’s financial condition or results of operations.

          In May 2008, the FASB issued Statement of Financial Accounting Standard (SFAS) No. 162, The Hierarchy of Generally Accepted Principles (“SFAS No. 162”) which is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles for nongovernmental entities. SFAS No. 162 will be effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board (PCAOB) amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The Company will adopt the provisions of SFAS No. 162, when required, but does not expect the impact to be material to the Company’s financial condition or results of operations.

          In April 2008, the FASB has issued FASB Staff Position (FSP) 142-3, Determination of the Useful Life of Intangible Asset, which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS No. 142.) The intent of the FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141R and other U.S. generally accepted accounting principles. This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company is assessing the impact of FSP 142-3, but does not expect the impact to be material to the Company’s financial condition or results of operations.

          In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities – an Amendment of FASB 133 (“SFAS No. 161”) which enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how: (a) an entity uses derivative instruments; (b) derivative instruments and related hedged items are accounting for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities; and (c) derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Company is assessing the impact of SFAS No. 161, but does not expect the impact to be material to the Company’s financial condition or results of operations.

          In December 2007, the FASB issued SFAS No. 141R, Business Combinations (“SFAS No. 141R”) which applies to all business combinations. The statement requires most identifiable assets, liabilities, noncontrolling interests, and goodwill acquired in a business combination to be recorded at “full fair value.” All business combinations will be accounted for by applying the acquisition method (previously referred to as the purchase method.) Companies will have to identify the acquirer; determine the acquisition date and purchase price; recognize at their acquisition-date fair values of the identifiable assets acquired, liabilities assumed, and any noncontrolling interests in the acquiree, and recognize goodwill or, in the case of a bargain purchase, a gain.

19

Hancock Holding Company and Subsidiaries
Notes to Condensed Consolidated Financial Statements – (Continued)
(Unaudited)

14. New Accounting Pronouncements (continued)

SFAS No. 141R is effective for periods beginning on or after December 15, 2008, and early adoption is prohibited. It will be applied to business combinations occurring after the effective date. The Company will adopt the provisions of SFAS No. 141R in the first quarter of 2009, as required, and the impact on the Company’s financial condition or results of operations is dependent on the extent of future business combinations.

          In November 2007, the SEC issued Staff Accounting Bulletin No. 109, Written Loan Commitments Recorded at Fair Value Through Earnings (“SAB No. 109”). SAB No. 109 rescinds SAB No. 105’s prohibition on inclusion of expected net future cash flows related to loan servicing activities in the fair value measurement of a written loan commitment. SAB No. 109 also applies to any loan commitments for which fair value accounting is elected under SFAS No. 159. SAB No. 109 is effective prospectively for derivative loan commitments issued or modified in fiscal quarters beginning after December 15, 2007. The adoption of SAB No. 109 during the first quarter of 2008 did not have a material impact on the Company’s results of operations and financial position.

           In June 2007, the FASB ratified EITF No. 06-11, Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards. The objective of this issue is to determine the accounting for the income tax benefits of dividend or dividend equivalents when the dividends or dividend equivalents are: (a) linked to equity-classified nonvested shares or share units or equity-classified outstanding share options and (b) charged to retained earnings under FASB Statement No. 123 (Revised 2004), Share-Based Payment. The Task Force reached a consensus that EITF No. 06-11 should be applied prospectively to the income tax benefits of dividends on equity-classified employee share-based payment awards that are declared in fiscal years beginning after September 15, 2007. The adoption of EITF No. 06-11 during the first quarter of 2008 did not have a material impact on the Company’s results of operations and financial position.

           In March 2007, the FASB ratified EITF No. 06-10, Accounting for Collateral Assignment Split-Dollar Life Insurance Arrangements. One objective of EITF No. 06-10 is to determine whether a liability for future benefits under a collateral assignment split-dollar life insurance arrangement that provides a benefit to an employee that extends into postretirement periods should be recognized in accordance with SFAS No. 106 or APB Opinion 12, as appropriate, based on the substantive agreement with the employee. Another objective of EITF No. 06-10 is to determine how the asset arising from a collateral assignment split-dollar life insurance arrangement should be recognized and measured. EITF No. 06-10 is effective for fiscal years beginning after December 15, 2007. The adoption of EITF No. 06-10 during the first quarter of 2008 did not have a material impact on the Company’s results of operations and financial position.

           In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment SFAS No. 115 (“SFAS No. 159”) which permits an entity to choose to measure many financial instruments and certain other items at fair value. Most of the provisions in SFAS No. 159 are elective. The FASB’s stated objective in issuing this standard is as follows: “to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.” The fair value option established by SFAS No. 159 permits all entities to choose to measure eligible items at fair value at specified election dates. A business entity will report unrealized gains and losses on items for which the fair value option has been elected in earnings (or another performance indicator if the business entity does not report earnings) at each subsequent reporting date. The fair value option: (a) may be applied instrument by instrument, with a few exceptions, such as investments otherwise accounted for by the equity method; (b) is irrevocable (unless a new election date occurs); and (c) is applied only to entire instruments and not to portions of instruments. The adoption of SFAS No. 159 during the first quarter of 2008 did not have a material impact on the Company’s results of operations and financial position.

20

Hancock Holding Company and Subsidiaries
Notes to Condensed Consolidated Financial Statements – (Continued)
(Unaudited)

14. New Accounting Pronouncements (continued)

          In September 2006, the FASB issued Statement No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – An Amendment of FASB Statements No. 87, 88, 106, and 132(R) (“SFAS No. 158”). This pronouncement requires an employer to recognize the over funded or under funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability on its balance sheet. SFAS No. 158 also requires an employer to recognize changes in that funded status in the year in which the changes occur through comprehensive income effective for fiscal years ending after December 15, 2006. In addition, this statement requires an employer to measure the funded status of a plan as of its year-end balance sheet date effective for fiscal years ending after December 15, 2008. The Company adopted the requirement to recognize the funded status of the benefit plans and related disclosure requirements as of December 31, 2006. In the first quarter of 2008, the Company changed the measurement date of the funded status of the pension plan from September 30 to December 31. With the change in measurement date, the Company recorded an $815,107 adjustment to decrease beginning retained earnings and increase liabilities.

          In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS No. 157”) which defines fair value, establishes a framework for measuring fair value under accounting principles generally accepted in the United States of America, and expands disclosures about fair value measurements. SFAS No. 157 applies to other accounting pronouncements that require or permit fair value measurements. This Statement is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The disclosure provisions of SFAS No. 157 are included in Note 2. The adoption of SFAS No. 157 during the first quarter of 2008 did not have a material impact on the Company’s results of operations and financial position.

15. VISA IPO and Litigation

          In the fourth quarter of 2007, the Company recorded a $2.5 million pretax charge pursuant to FASB Interpretation No. 45 “Guarantors Accounting and Disclosure Requirements, Including Indirect Guarantees of Indebtedness of Others” (“FIN No. 45”) for liabilities related to VISA USA’s antitrust settlement with American Express and other pending VISA litigation (reflecting its share as a VISA member.) In the first quarter of 2008 as part of VISA’s initial public offering, VISA redeemed 37.5% of shares held by the Company resulting in proceeds of $2.8 million in a realized security gain. The remaining 62.5% of the Class B shares are restricted and must be held for the longer period of 3 years or until all settlements are complete. At that time, the Company can keep the Class B shares or convert them to Class A publicly tradeable shares at a conversion rate to be determined. These shares are recorded at historical cost. The realized securities gain is included in the securities gain line of the noninterest income section of the Condensed Consolidated Statements of Income and the cash received is recorded in cash and due from banks in the assets section of the Condensed Consolidated Balance Sheets. In addition, VISA lowered its estimate of pending litigation settlements. Consequently, $1.3 million of the $2.5 million FIN No. 45 liability that was recorded in the fourth quarter was reversed in the first quarter of 2008. The reduction in the litigation liability is recorded in the other liabilities section of the Condensed Consolidated Balance Sheets and the reduction in litigation expense is recorded in the other expense line of the noninterest expense section of the Condensed Consolidated Statements of Income.

21

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

          General

          The following discussion should be read in conjunction with our financial statements included with this report and our financial statements and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2007 Annual Report on Form 10-K. Our discussion includes various forward-looking statements about our markets, the demand for our products and services and our future results. These statements are based on certain assumptions we consider reasonable. For information about these assumptions, you should refer to the section below entitled “Forward-Looking Statements.”

          We were organized in 1984 as a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and are headquartered in Gulfport, Mississippi. We currently operate more than 160 banking and financial services offices and more than 130 automated teller machines (ATMs) in the states of Mississippi, Louisiana, Florida and Alabama through four wholly-owned bank subsidiaries, Hancock Bank, Gulfport, Mississippi (Hancock Bank MS), Hancock Bank of Louisiana, Baton Rouge, Louisiana (Hancock Bank LA), Hancock Bank of Florida, Tallahassee, Florida (Hancock Bank FL) and Hancock Bank of Alabama, Mobile, Alabama (Hancock Bank AL). Hancock Bank MS, Hancock Bank LA, Hancock Bank FL and Hancock Bank AL are referred to collectively as the “Banks.”

          The Banks are community oriented and focus primarily on offering commercial, consumer and mortgage loans and deposit services to individuals and small to middle market businesses in their respective market areas. Our operating strategy is to provide our customers with the financial sophistication and breadth of products of a regional bank, while successfully retaining the local appeal and level of service of a community bank. At June 30, 2008, we had total assets of $6.3 billion and employed on a full-time equivalent basis 1,261 persons in Mississippi, 551 persons in Louisiana, 54 persons in Florida and 37 persons in Alabama.

RESULTS OF OPERATIONS

          Net income for the second quarter of 2008 totaled $21.0 million, an increase of $0.7 million, or 3.3%, from the second quarter of 2007. Diluted earnings per share for the second quarter of 2008 were $0.66, an increase of $0.04 from the same quarter a year ago. Return on average assets for the second quarter of 2008 was 1.36% compared to 1.42% for the second quarter of 2007. Return on average common equity was 14.51% compared to 14.53% for the same quarter a year ago. Net income for the first six months of 2008 was $41.0 million, an increase of $1.5 million, or 3.8%, from the first half of 2007. Diluted earnings per share were $1.29 for the first half of 2008, an increase of $0.09 compared to the prior year.

Net Interest Income

          Net interest income (te) for the second quarter increased $0.8 million, or 1.5%, from the second quarter of 2007. The net interest margin (te) of 3.90% was 27 basis points narrower than the same quarter a year ago. Growth in average earning asset levels were strong compared to the same quarter a year ago with an increase of $435.8 million, or 8.4%, mostly reflected in higher average loans (up $340.5 million, or 10.1%). With short-term interest rates down significantly from a year ago, the Company’s loan yield fell 106 basis points, with the yield on average earning assets down 74 basis points. However, total funding costs were down 47 basis points as the severity of the recent rate cuts by the Federal Reserve over the course of the past year were difficult to immediately be reflected in lower deposit rates.

22

Provision for Loan Losses

          The amount of the allowance for loan losses equals the cumulative total of the provisions for loan losses, reduced by actual loan charge-offs, and increased by recoveries of loans previously charged-off. A specific loan is charged-off when management believes, after considering, among other things, the borrower’s financial condition and the value of any collateral, that collection of the loan is unlikely. Provisions are made to the allowance to reflect the currently perceived risks of loss associated with our loan portfolio. The Company recorded a provision for loan losses of $2.8 million in the second quarter of 2008 compared to $1.2 million in the second quarter of 2007 due to growth in our loan portfolio and a weakening in the local real estate markets.

Allowance for Loan Losses and Asset Quality

          At June 30, 2008, the allowance for loan losses was $53.3 million compared with $47.1 million at December 31, 2007, an increase of $6.2 million. The increase in the allowance for loan losses through the first six months of 2008 is attributed to increases in delinquency and non-accrual balances primarily within the real estate segment across all markets and an increase in specific commercial and real estate credits as measured within our SFAS No. 114 analysis across each market. Management utilizes quantitative methodologies and modeling to determine the adequacy of the allowance for loan and lease losses. Management believes the June 30, 2008 allowance level is adequate.

          Net charge-offs, as a percent of average loans, were 0.27% for the second quarter of 2008, compared to 0.18% in the second quarter of 2007. The majority of the increase in net charge-offs, as compared to the second quarter of 2007, was caused by the weakening local real estate markets mostly in commercial real estate loans.

          Non-accrual loans increased $10.6 million from the same quarter a year ago. This increase is due to the weakening real estate markets and to one builder in the Tallahassee market. The relationship in question is adequately reserved. Accruing loans 90 days or more past due increased 10 basis points as a percent of total loans from June 30, 2007 due to weakening local real estate markets.

          The following information is useful in determining the adequacy of the loan loss allowance and loan loss provision. The ratios are calculated using average loan balances (amounts in thousands).

	At and for the
	Three Months Ended June 30,								Six Months Ended June 30,
	2008				2007				2008				2007
Net charge-offs to average loans (annualized)			0.27	%			0.18	%			0.30	%			0.18	%
Provision for loan losses to average loans (annualized)			0.30	%			0.15	%			0.63	%			0.15	%
Allowance for loan losses to average loans			1.44	%			1.37	%			1.45	%			1.39	%
Gross charge-offs		$	3,968			$	3,521			$	8,165			$	6,597
Gross recoveries		$	1,473			$	1,993			$	2,737			$	3,603
Non-accrual loans		$	18,106			$	7,544			$	18,106			$	7,544
Accruing loans 90 days or more past due		$	6,449			$	2,558			$	6,449			$	2,558

23

Noninterest Income

          Noninterest income (excluding securities transactions) for the second quarter of 2008 was up $0.7 million, or 2%, compared to the same quarter a year ago. The primary factors impacting the higher levels of noninterest income (excluding securities transactions) as compared to the same quarter a year ago, were higher levels of investment and annuity fees (up $0.7 million, or 35%), trust fees (up $0.5 million, or 11%), service charge income (up $0.4 million, or 4%) and ATM fees (up $0.3 million, or 23%). Offsetting decreases to noninterest income for the second quarter of 2008 were insurance fees (down $0.8 million, or 15%) and secondary mortgage market operations (down $0.4 million, or 33%).

          The components of noninterest income for the three and six months ended June 30, 2008 and 2007 are presented in the following table:

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008		2007
	(In thousands)
Service charges on deposit accounts		$	10,879		$	10,471	$	21,669		$	19,662
Trust fees			4,575			4,124		8,751			7,816
Credit card merchant discount fees			2,884			2,618		5,423			4,909
Income from insurance operations			4,259			5,033		8,600			9,402
Investment and annuity fees			2,727			2,018		5,536			3,995
ATM fees			1,757			1,428		3,448			2,808
Secondary mortgage market operations			753			1,116		1,531			2,027
Other income			3,556			3,902		7,160			6,548
Total other noninterest income			31,390			30,710		62,118			57,167
Securities transactions gains, net			426			34		6,078			40
Total noninterest income		$	31,816		$	30,744	$	68,196		$	57,207

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Noninterest Expense

          Operating expenses for the second quarter were $0.2 million, or 0.4%, lower compared to the same quarter a year ago. The decrease from the same quarter a year ago was reflected in lower levels of legal and professional services (down $1.6 million) and other expense (down $0.6 million). These decreases were offset by higher levels of personnel expense (up $2.2 million) and occupancy expense (up $0.2 million) reflective of our on-going rebuilding efforts in the wake of the storm of 2005 and due to the recent facilities opened in our expansion markets (Mobile, AL, Pensacola, FL and New Orleans, LA).

          The following table presents the components of noninterest expense for the three and six months ended June 30, 2008 and 2007.

	Three Months Ended June 30,							Six Months Ended June 30,
	2008				2007			2008		2007
	(In thousands)
Employee compensation		$	21,565			$	20,086	$	41,183	$	40,620
Employee benefits			5,466				4,751		11,479		10,781
Total personnel expense			27,031				24,837		52,662		51,401
Equipment and data processing expense			7,420				7,120		14,532		13,637
Net occupancy expense			4,702				4,469		9,303		8,542
Postage and communications			2,285				2,688		4,599		4,947
Ad valorem and franchise taxes			1,010				827		2,125		1,648
Legal and professional services			3,083				4,672		5,828		8,425
Stationery and supplies			551				640		978		1,132
Amortization of intangible assets			364				384		729		807
Advertising			1,446				2,033		3,250		3,595
Deposit insurance and regulatory fees			689				253		1,014		509
Training expenses			167				161		353		335
Other real estate owned expense, net			(79	)			126		132		(640	)
Other expense			3,520				4,164		6,818		7,743
Total noninterest expense		$	52,189			$	52,374	$	102,323	$	102,081

VISA IPO and Litigation

          In the fourth quarter of 2007, we recorded a $2.5 million pretax charge pursuant to FASB Interpretation No. 45 “Guarantors Accounting and Disclosure Requirements, Including Indirect Guarantees of Indebtedness of Others” (“FIN No. 45”) for liabilities related to VISA USA’s antitrust settlement with American Express and other pending VISA litigation (reflecting our share as a VISA member.) In the first quarter of 2008 as part of VISA’s initial public offering, VISA redeemed 37.5% of shares held by us resulting in proceeds of $2.8 million in a realized security gain. The remaining 62.5% of the Class B shares are restricted and must be held for the longer period of 3 years or until all settlements are complete. At that time, we can keep the Class B shares or convert them to Class A publicly tradeable shares at a conversion rate to be determined. These shares are recorded at historical cost. The realized securities gain is included in the securities gain line of the noninterest income section of the Condensed Consolidated Statements of Income and the cash received is recorded in cash and due from banks in the assets section of the Condensed Consolidated Balance Sheets. In addition, VISA lowered its estimate of pending litigation settlements. Consequently, $1.3 million of the $2.5 million FIN No. 45 liability that was recorded in the fourth quarter was reversed in the first quarter of 2008. The reduction in the litigation liability is recorded in the other liabilities section of the Condensed Consolidated Balance Sheets and the reduction in litigation expense is recorded in the other expense line of the noninterest expense section of the Condensed Consolidated Statements of Income.

25

Income Taxes

          Our effective federal income tax rate continues to be less than the statutory rate of 35% due primarily to tax-exempt interest income. For the six months ended June 30, 2008 and 2007, the effective federal income tax rates were approximately 28% and 29%, respectively. The decrease in the effective rate in 2008 is due to a shifting of the Company’s income into jurisdictions with lower tax rates. The total amount of tax-exempt income earned during the first six months of 2008 remained constant at $8.8 million compared to $8.4 million the comparable period in 2007. Tax-exempt income for the six months ended June 30, 2008 consisted of $2.7 million from securities and $6.1 million from loans and leases. Tax-exempt income for the first six months of 2007 consisted of $3.2 million from securities and $5.2 million from loans and leases.

Selected Financial Data

          The following tables contain selected financial data comparing our consolidated results of operations for the three and six months ended June 30, 2008 and 2007.

(amounts in thousands, except per share data)
	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Per Common Share Data
Earnings per share:
Basic		$	0.67		$	0.63		$	1.31		$	1.22
Diluted		$	0.66		$	0.62		$	1.29		$	1.20
Cash dividends per share		$	0.240		$	0.240		$	0.480		$	0.480
Book value per share (period-end)		$	18.27		$	17.13		$	18.27		$	17.13
Weighted average number of shares:
Basic			31,382			32,233			31,366			32,447
Diluted (1)			31,814			32,749			31,779			33,024
Period-end number of shares			31,386			32,094			31,386			32,094
Market data:
High price		$	45.68		$	44.37		$	45.68		$	54.09
Low price		$	38.38		$	37.50		$	33.45		$	37.50
Period-end closing price		$	39.29		$	37.55		$	39.29		$	37.55
Trading volume			14,527			11,614			31,731			20,195

(1) There were no anti-dilutive share-based incentives outstanding for the three and six months ended June 30, 2008, respectively. There were 60,585 and 42,347 anti-dilutive share-based incentives outstanding for the three and six months ended June 30, 2007, respectively.

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	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
	(dollar amounts in thousands)
Performance Ratios
Return on average assets		1.36	%		1.42	%		1.33	%		1.37	%
Return on average common equity		14.51	%		14.53	%		14.32	%		14.15	%
Earning asset yield (tax equivalent (“TE”))		6.02	%		6.76	%		6.15	%		6.70	%
Total cost of funds		2.12	%		2.59	%		2.30	%		2.59	%
Net interest margin (TE)		3.90	%		4.17	%		3.85	%		4.11	%
Common equity (period-end) as a percent of total assets (period-end)		9.15	%		9.36	%		9.15	%		9.36	%
Leverage ratio (period-end)		8.57	%		9.01	%		8.57	%		9.01	%
FTE headcount		1,903			1,944			1,903			1,944
Asset Quality Information
Non-accrual loans	$	18,106		$	7,544		$	18,106		$	7,544
Foreclosed assets	$	1,693		$	1,146		$	1,693		$	1,146
Total non-performing assets	$	19,799		$	8,690		$	19,799		$	8,690
Non-performing assets as a percent of loans and foreclosed assets		0.52	%		0.25	%		0.52	%		0.25	%
Accruing loans 90 days past due	$	6,449		$	2,558		$	6,449		$	2,558
Accruing loans 90 days past due as a percent of loans		0.17	%		0.07	%		0.17	%		0.07	%
Non-performing assets + accruing loans 90 days past due to loans and foreclosed assets		0.69	%		0.33	%		0.69	%		0.33	%
Net charge-offs	$	2,495		$	1,528		$	5,428		$	2,994
Net charge-offs as a percent of average loans		0.27	%		0.18	%		0.30	%		0.18	%
Allowance for loan losses	$	53,300		$	46,227		$	53,300		$	46,227
Allowance for loan losses as a percent of period-end loans		1.41	%		1.35	%		1.41	%		1.35	%
Allowance for loan losses to NPAs + accruing loans 90 days past due		203.06	%		410.98	%		203.06	%		410.98	%
Provision for loan losses	$	2,787		$	1,238		$	11,605		$	2,449
Average Balance Sheet
Total loans	$	3,712,005		$	3,371,540		$	3,675,306		$	3,332,285
Securities		1,839,225			1,733,869			1,791,216			1,781,946
Short-term investments		57,518			67,520			128,502			149,086
Earning assets		5,608,748			5,172,929			5,595,024			5,263,317
Allowance for loan losses		(53,012	)		(46,511	)		(50,198	)		(46,607	)
Other assets		667,497			607,941			672,855			602,972
Total assets	$	6,223,233		$	5,734,359		$	6,217,681		$	5,819,682
Noninterest bearing deposits	$	880,375		$	950,637		$	869,541		$	967,218
Interest bearing transaction deposits		1,447,301			1,461,092			1,412,006			1,476,661
Interest bearing public fund deposits		946,411			775,431			954,290			797,916
Time deposits		1,687,218			1,655,322			1,768,022			1,676,651
Total interest bearing deposits		4,080,930			3,891,845			4,134,318			3,951,228
Total deposits		4,961,305			4,842,482			5,003,859			4,918,446
Other borrowed funds		567,151			197,261			525,847			201,476
Other liabilities		113,096			133,783			111,781			136,261
Common stockholders’ equity		581,681			560,833			576,194			563,499
Total liabilities & common stockholders’ equity	$	6,223,233		$	5,734,359		$	6,217,681		$	5,819,682

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	Six Months Ended June 30,
	2008			2007
	(dollar amounts in thousands)
Period-end Balance Sheet
Commercial/real estate loans	$	2,348,816		$	2,094,018
Mortgage loans		410,469			370,494
Direct consumer loans		520,230			481,565
Indirect consumer loans		393,625			364,375
Finance company loans		114,664			105,700
Total loans		3,787,804			3,416,152
Loans held for sale		28,808			25,198
Securities		1,807,595			1,617,204
Short-term investments		9,848			196,944
Earning assets		5,634,055			5,255,498
Allowance for loan losses		(53,300	)		(46,227	)
Other assets		689,361			665,535
Total assets	$	6,270,116		$	5,874,806
Noninterest bearing deposits	$	894,544		$	938,702
Interest bearing transaction deposits		1,460,848			1,412,123
Interest bearing public funds deposits		1,003,415			891,803
Time deposits		1,662,001			1,735,105
Total interest bearing deposits		4,126,264			4,039,031
Total deposits		5,020,808			4,977,733
Other borrowed funds		574,981			208,938
Other liabilities		100,922			138,437
Common stockholders’ equity		573,405			549,698
Total liabilities & common stockholders’ equity	$	6,270,116		$	5,874,806
	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
	(dollar amounts in thousands)
Net Charge-Off Information
Net charge-offs:
Commercial/real estate loans	$	600		$	(63	)	$	1,434		$	105
Mortgage loans		61			(22	)		61			1
Direct consumer loans		442			617			1,031			972
Indirect consumer loans		681			471			1,143			902
Finance company loans		711			525			1,759			1,014
Total net charge-offs	$	2,495		$	1,528		$	5,428		$	2,994
Net charge-offs to average loans:
Commercial/real estate loans		0.11	%		-0.01	%		0.13	%		0.01	%
Mortgage loans		0.06	%		-0.02	%		0.03	%		0.00	%
Direct consumer loans		0.34	%		0.51	%		0.40	%		0.40	%
Indirect consumer loans		0.71	%		0.52	%		0.59	%		0.51	%
Finance company loans		2.52	%		2.08	%		3.12	%		2.11	%
Total net charge-offs to average net loans		0.27	%		0.18	%		0.30	%		0.18	%

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	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
	(dollar amounts in thousands)
Average Balance Sheet Composition
Percentage of earning assets/funding sources:
Loans		66.18	%		65.17	%		65.69	%		63.31	%
Securities		32.79	%		33.52	%		32.01	%		33.86	%
Short-term investments		1.03	%		1.31	%		2.30	%		2.83	%
Earning assets		100.00	%		100.00	%		100.00	%		100.00	%
Noninterest bearing deposits		15.70	%		18.38	%		15.54	%		18.37	%
Interest bearing transaction deposits		25.80	%		28.24	%		25.23	%		28.06	%
Interest bearing public funds deposits		16.87	%		14.99	%		17.06	%		15.16	%
Time deposits		30.09	%		32.01	%		31.60	%		31.86	%
Total deposits		88.46	%		93.62	%		89.43	%		93.45	%
Other borrowed funds		10.11	%		3.81	%		9.40	%		3.83	%
Other net interest-free funding sources		1.43	%		2.57	%		1.17	%		2.72	%
Total funding sources		100.00	%		100.00	%		100.00	%		100.00	%
Loan mix:
Commercial/real estate loans		61.21	%		60.51	%		61.19	%		60.34	%
Mortgage loans		11.13	%		11.35	%		11.05	%		11.40	%
Direct consumer loans		14.19	%		14.45	%		14.16	%		14.59	%
Indirect consumer loans		10.41	%		10.69	%		10.52	%		10.77	%
Finance company loans		3.06	%		3.00	%		3.08	%		2.90	%
Total loans		100.00	%		100.00	%		100.00	%		100.00	%
Average dollars
Loans	$	3,712,005		$	3,371,540		$	3,675,306		$	3,332,285
Securities		1,839,225			1,733,869			1,791,216			1,781,946
Short-term investments		57,518			67,520			128,502			149,086
Earning assets	$	5,608,748		$	5,172,929		$	5,595,024		$	5,263,317
Noninterest bearing deposits	$	880,375		$	950,637		$	869,541		$	967,218
Interest bearing transaction deposits		1,447,301			1,461,092			1,412,006			1,476,661
Interest bearing public funds deposits		946,411			775,431			954,290			797,916
Time deposits		1,687,218			1,655,322			1,768,022			1,676,651
Total deposits		4,961,305			4,842,482			5,003,859			4,918,446
Other borrowed funds		567,151			197,261			525,847			201,476
Other net interest-free funding sources		80,292			133,186			65,318			143,395
Total funding sources	$	5,608,748		$	5,172,929		$	5,595,024		$	5,263,317
Loans:
Commercial/real estate loans	$	2,272,057		$	2,040,088		$	2,248,375		$	2,010,572
Mortgage loans		413,076			382,642			406,225			380,007
Direct consumer loans		526,752			487,267			520,597			486,239
Indirect consumer loans		386,565			360,451			386,775			358,739
Finance company loans		113,555			101,092			113,334			96,728
Total average loans	$	3,712,005		$	3,371,540		$	3,675,306		$	3,332,285

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The following table details the components of our net interest spread and net interest margin.

	Three Months Ended June 30,								Three Months Ended June 30,
	2008								2007
(dollars in thousands)	Interest			Volume		Rate			Interest			Volume		Rate
Average earning assets
Commercial & real estate loans (TE)	$	34,223		$	2,272,057		6.05	%	$	37,762		$	2,040,088		7.42	%
Mortgage loans		6,124			413,076		5.93	%		5,604			382,642		5.86	%
Consumer loans		20,960			1,026,872		8.21	%		20,978			948,810		8.87	%
Loan fees & late charges		(48	)		—		0.00	%		291			—		0.00	%
Total loans (TE)		61,259			3,712,005		6.63	%		64,635			3,371,540		7.69	%
US treasury securities		73			11,364		2.59	%		414			34,141		4.87	%
US agency securities		3,728			335,607		4.44	%		10,987			866,747		5.07	%
CMOs		1,843			149,640		4.93	%		948			93,145		4.07	%
Mortgage backed securities		14,060			1,101,270		5.11	%		5,847			469,500		4.98	%
Municipals (TE)		2,361			182,571		5.17	%		2,653			196,861		5.39	%
Other securities		557			58,773		3.79	%		932			73,475		5.07	%
Total securities (TE)		22,622			1,839,225		4.92	%		21,781			1,733,869		5.03	%
Total short-term investments		305			57,518		2.13	%		788			67,520		4.68	%
Average earning assets yield (TE)	$	84,186		$	5,608,748		6.02	%	$	87,204		$	5,172,929		6.76	%
Interest bearing liabilities
Interest bearing transaction deposits	$	3,273		$	1,447,301		0.91	%	$	4,913		$	1,461,092		1.35	%
Time deposits		16,089			1,687,218		3.84	%		18,555			1,655,322		4.50	%
Public funds		6,170			946,411		2.62	%		8,439			775,431		4.37	%
Total interest bearing deposits		25,532			4,080,930		2.52	%		31,907			3,891,845		3.29	%
Total borrowings		4,061			567,151		2.88	%		1,814			197,261		3.65	%
Capitalized interest		(20	)		—		0.00	%		(327	)		—		0.00	%
Total interest bearing liability cost	$	29,573		$	4,648,081		2.56	%	$	33,394		$	4,089,106		3.28	%
Noninterest bearing deposits					880,375								950,637
Other net interest-free funding sources					80,292								133,186
Total Cost of Funds	$	29,573		$	5,608,748		2.12	%	$	33,394		$	5,172,929		2.59	%
Net Interest Spread (TE)	$	54,613					3.46	%	$	53,810					3.48	%
Net Interest Margin (TE)	$	54,613		$	5,608,748		3.90	%	$	53,810		$	5,172,929		4.17	%

LIQUIDITY

Liquidity Management

          Liquidity management encompasses our ability to ensure that funds are available to meet the cash flow requirements of depositors and borrowers, while also ensuring that we have adequate cash flow to meet our various needs, including operating, strategic and capital. In addition, our principal source of liquidity is dividends from our subsidiary banks.

          The asset portion of the balance sheet provides liquidity primarily through loan principal repayments, maturities of investment securities and occasional sales of various assets. Short-term investments such as federal funds sold, securities purchased under agreements to resell and maturing interest-bearing deposits with other banks are additional sources of funding.

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          The liability portion of the balance sheet provides liquidity through various customers’ interest-bearing and non-interest-bearing deposit accounts. Purchases of federal funds, securities sold under agreements to repurchase and other short-term borrowings are additional sources of liquidity and represent our incremental borrowing capacity. Our short-term borrowing capacity includes an approved line of credit with the Federal Home Loan Bank of $279 million and borrowing capacity at the Federal Reserve’s Discount Window in excess of $100 million.

          For the six months ended June 30, 2008, the Company sold securities for a net gain of $2.7 million. Included in the net gain was a $2.8 million gross gain for the sale of securities as a result of the VISA IPO that occurred in the first quarter of 2008 and a gross loss of $99,468 that occurred in the second quarter of 2008 from Magna Insurance Company, a subsidiary of the Company, due to deterioration of the credit quality of an investment. For the six months ended June 30, 2007, Magna Insurance Company, sold thirty available for sale securities out of its portfolio to provide liquidity for surrenders of annuities for Magna Insurance Company. These securities had a gross loss of $37,164.

          The following liquidity ratios at June 30, 2008 and December 31, 2007 compare certain assets and liabilities to total deposits or total assets:

	June 30, 2008		December 31, 2007
Total securities to total deposits		36.00%		33.49%
Total loans (net of unearned income) to total deposits		76.02%		72.17%
Interest-earning assets to total assets		89.86%		89.49%
Interest-bearing deposits to total deposits		82.18%		81.88%

CONTRACTUAL OBLIGATIONS

          Payments due from us under specified long-term and certain other binding contractual obligations were scheduled in our annual report on Form 10-K for the year ended December 31, 2007. The most significant obligations, other than obligations under deposit contracts and short-term borrowings, were for operating leases for banking facilities. There have been no material changes since year end.

CAPITAL RESOURCES

          We continue to maintain an adequate capital position. The ratios as of June 30, 2008 and December 31, 2007 are as follows:

	June 30, 2008			December 31, 2007
Common equity (period-end) as a percent of total assets (period-end)		9.15	%		9.15	%
Regulatory ratios:
Total capital to risk-weighted assets (1)		12.62	%		12.07	%
Tier 1 capital to risk-weighted assets (2)		11.46	%		11.03	%
Leverage capital to average total assets (3)		8.57	%		8.51	%

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(1)	Total capital consists of equity capital less intangible assets plus a limited amount of allowance for loan losses. Risk-weighted assets represent the assigned risk portion of all on and off-balance-sheet assets. Based on Federal Reserve Board guidelines, assets are assigned a risk factor percentage from 0% to 100%. A minimum ratio of total capital to risk-weighted assets of 8% is required.
(2)	Tier 1 capital consists of equity capital less intangible assets. A minimum ratio of tier 1 capital to risk-weighted assets of 4% is required.
(3)	Leverage capital consists of equity capital less goodwill and core deposit intangibles. Regulations require a minimum 3% leverage capital ratio for an entity to be considered adequately capitalized.

BALANCE SHEET ANALYSIS

Earnings Assets

          Earning assets serve as the primary revenue streams for the Company and are comprised of securities, loans, federal funds sold, and securities purchased under resale agreements. At June 30, 2008, average earning assets were $5.6 billion, or 89.9% of total assets, compared with $5.3 billion or 90.4% of total assets at June 30, 2007. This increase resulted mostly from modest increases in the securities and loan portfolios.

Securities

          Our investment in securities was $1.8 billion at June 30, 2008, compared to $1.7 billion at December 31, 2007. The vast majority of securities in our portfolio are U.S. Treasury and U.S. government agency securities and mortgage-backed securities issued or guaranteed by U.S. government agencies. We also maintain portfolios of securities consisting of CMOs and tax-exempt obligations of states and political subdivisions. The portfolios are designed to enhance liquidity while providing acceptable rates of return. Therefore, we invest only in high quality securities of investment grade quality and with a target duration, for the overall portfolio, generally between two to five years. Our policies limit investments to securities having a rating of no less than “Baa”, or its equivalent by a Nationally Recognized Statistical Rating Agency, except for certain obligations of Mississippi, Louisiana, Florida or Alabama counties, parishes and municipalities.

Loans

          At June 30, 2008, we held $3.8 billions in loans, compared to $3.6 billion at December 31, 2007. Our primary lending focus is to provide commercial, consumer, commercial leasing and real estate loans to consumers and to small and middle market businesses in their respective market areas. Each loan file is reviewed by the Bank’s loan operations quality assurance function, a component of its loan review system, to ensure proper documentation and asset quality. At June 30, 2008, Hancock’s average total loans were $3.7 billion, compared to $3.3 billion at June 30, 2007. The $343 million, or 10.3%, increase resulted from growth mostly in commercial and real estate loans and due to branch expansions. Commercial and real estate loans comprised 61.2% of the average loan portfolio at June 30, 2008 compared to 60.3% at June 30, 2007. Included in this category are commercial real estate loans, which are secured by properties, used in commercial or industrial operations.

Other Earning Assets

          Federal funds sold and CDs in banks averaged $128.5 at June 30, 2008, compared to $149.1 million at June 30, 2007. We utilize these products as a short-term investment alternative whenever we have excess liquidity.

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Interest Bearing Liabilities

          Interest bearing liabilities include our interest bearing deposits as well as borrowings. Deposits represent our primary funding source. We continue our focus on multiple account, core deposit relationships and strategic placement of time deposit campaigns to stimulate overall deposit growth. Borrowings consist primarily of sales of securities under repurchase agreements.

Deposits

          Total deposits remained stable at $5.0 billion at June 30, 2008 and December 31, 2007, respectively. Average interest bearing deposits at June 30, 2008 were $4.1 billion, an increase of $183.1 million over June 30, 2007. The increase was primarily in public fund deposits. We have several programs designed to attract depository accounts offered to consumers and to small and middle market businesses at interest rates generally consistent with market conditions. We traditionally price our deposits to position themselves competitively with the local market. Deposit flows are controlled primarily through pricing, and to a certain extent, through promotional activities.

Borrowings

          Our borrowings consist of federal funds purchased, securities sold under agreements to repurchase, FHLB advances and other borrowings. Total borrowings at June 30, 2008 were $564.0 million compared to $376.0 million at December 31, 2007. The increase was primarily in securities sold under agreements to repurchase.

Off-Balance Sheet Arrangements

Loan Commitments and Letters of Credit

          In the normal course of business, we enter into financial instruments, such as commitments to extend credit and letters of credit, to meet the financing needs of our customers. Such instruments are not reflected in the accompanying condensed consolidated financial statements until they are funded and involve, to varying degrees, elements of credit risk not reflected in the condensed consolidated balance sheets. The contract amounts of these instruments reflect our exposure to credit loss in the event of non-performance by the other party on whose behalf the instrument has been issued. We undertake the same credit evaluation in making commitments and conditional obligations as we do for on-balance-sheet instruments and may require collateral or other credit support for off-balance-sheet financial instruments.

          At June 30, 2008, we had $969.9 million in unused loan commitments outstanding, of which approximately $582.1 million were at variable rates, with the remainder at fixed rates. A commitment to extend credit is an agreement to lend to a customer as long as the conditions established in the agreement have been satisfied. A commitment to extend credit generally has a fixed expiration date or other termination clauses and may require payment of a fee by the borrower. Since commitments often expire without being fully drawn, the total commitment amounts do not necessarily represent our future cash requirements. We continually evaluate each customer’s credit worthiness on a case-by-case basis. Occasionally, a credit evaluation of a customer requesting a commitment to extend credit results in our obtaining collateral to support the obligation.

          Letters of credit are conditional commitments issued by us to guarantee the performance of a customer to a third party. The credit risk involved in issuing a letter of credit is essentially the same as that involved in extending a loan. At June 30, 2008, we had $99.9 million in letters of credit issued and outstanding.

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          The following table shows the commitments to extend credit and letters of credit at June 30, 2008 according to expiration date.

	Expiration Date
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(dollars in thousands)
Commitments to extend credit	$	969,935	$	618,052	$	30,387	$	67,218		$	254,278
Letters of credit		99,906		40,831		34,353		24,722			—
Total	$	1,069,841	$	658,883	$	64,740	$	91,940		$	254,278

          Our liability associated with letters of credit is not material to our condensed consolidated financial statements.

Critical Accounting Policies and Estimates

          Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements. We prepare these financial statements in conformity with U.S. generally accepted accounting principles. As such, we are required to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. We base our estimates on historical experience, available information and various other assumptions we believe to be reasonable under the circumstances. On an on-going basis, we evaluate our estimates; however, actual results may differ from these estimates under different assumptions or conditions. There have been no material changes or developments in our evaluation of the accounting estimates and the underlying assumptions or methodologies that we believe to be Critical Accounting Policies and Estimates as disclosed in our Form 10-K for the year ended December 31, 2007.

          We adopted SFAS No. 157, Fair Value Measurements (“SFAS No. 157”), on January 1, 2008. SFAS No. 157 establishes a framework for measuring fair value under generally accepted accounting principles (GAAP), clarifies the definition of fair value within that framework, and expands disclosures about the use of fair value measurements. SFAS No. 157 defines a fair value hierarchy that prioritizes the inputs to these valuation techniques used to measure fair value giving preference to quoted prices in active markets (level 1) and the lowest priority to unobservable inputs such as a reporting entity’s own data (level 3). SFAS No. 157 does not require any new fair value measurements. There have been no changes in valuation techniques used to measure fair value as disclosed in our Form 10-K for the year ended December 31, 2007. See Note 2to our Condensed Consolidated Financial Statements included elsewhere in this report. In addition, we adopted SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment SFAS No. 115 (“SFAS No. 159”) on January 1, 2008. We did not elect to fair value any additional items under SFAS No. 159.

New Accounting Pronouncements

See Note 14 to our Condensed Consolidated Financial Statements included elsewhere in this report.

Forward Looking Statements

          Congress passed the Private Securities Litigation Act of 1995 in an effort to encourage corporations to provide information about a company’s anticipated future financial performance. This Act provides a safe harbor for such disclosures that protects the companies from unwarranted litigation if the actual results are different from management expectations. This report contains forward-looking statements 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 that could cause our actual results and experience to differ from the anticipated results and expectations expressed in such forward-looking statements.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

          Our net income is dependent, in part, on our net interest income. Net interest income is susceptible to interest rate risk to the degree that interest-bearing liabilities mature or reprice on a different basis than interest-earning assets. Interest rate risk sensitivity is the potential impact of changing rate environments on both net interest income and cash flows. In an attempt to manage our exposure to changes in interest rates, management monitors interest rate risk and administers an interest rate risk management policy designed to produce a relatively stable net interest margin in periods of interest rate fluctuations.

          Notwithstanding our interest rate risk management activities, the potential for changing interest rates is an uncertainty that can have an adverse effect on net income and the fair value of our investment securities. As of June 30, 2008, the effective duration of the securities portfolio was 3.42 years. A rate increase (aged, over 1 year) of 100 basis points would move the effective duration to 4.04 years, while a reduction in rates of 100 basis points would result in an effective duration of 1.77 years.

          In adjusting our asset/liability position, the Board and management attempt to manage our interest rate risk while enhancing net interest margins. This measurement is done primarily by running net interest income simulations. The net interest income simulations run at June 30, 2008 indicate that we are liability sensitive to some extent as compared to the stable rate environment. Exposure to instantaneous changes in interest rate risk for the current quarter is presented in the following table.

Net Interest Income (te) at Risk
Change in interest rate (basis point)	Estimated increase (decrease) in net interest income
-100	-4.20%
Stable	0.00%
+100	-0.63%

          The foregoing disclosures related to our market risk should be read in conjunction with our audited consolidated financial statements, related notes and management’s discussion and analysis for the year ended December 31, 2007 included in our 2007 Annual Report on Form 10-K.

Item 4. Controls and Procedures

          At the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officers and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act). Based upon that evaluation, our Chief Executive Officers and Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report to timely alert them to material information relating to us (including our consolidated subsidiaries) required to be included in our Exchange Act filings.

          Our management, including the Chief Executive Officers and Chief Financial Officer, identified no change in our internal control over financial reporting that occurred during the six month period ended June 30, 2008, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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PART II. OTHER INFORMATION

Item 1A. Risk Factors

          There have been no material changes from the risk factors previously disclosed in our Form 10-K for the year ended December 31, 2007.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

          There were no purchases made by the issuer or any affiliated purchaser of the issuer’s equity securities for the six months ended June 30, 2008.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 6. Exhibits.

(a) Exhibits:

Exhibit Number	Description
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

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

Hancock Holding Company
By:	/s/ Carl J. Chaney
	Carl J. Chaney
	Chief Executive Officer
	/s/ John M. Hairston
	John M. Hairston
	Chief Executive Officer
	/s/ Michael M. Achary
	Michael M. Achary
	Chief Financial Officer
Date:	August 6, 2008

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Index to Exhibits

Exhibit Number	Description
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

I, Carl J. Chaney, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Hancock Holding Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
		(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
		(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
		(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
		(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
		(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2008
By:	/s/ Carl J. Chaney
	Carl J. Chaney
	Chief Executive Officer

I, John M. Hairston, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Hancock Holding Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
		(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
		(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
		(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
		(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
		(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2008
By:	/s/ John M. Hairston
	John M. Hairston
	Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

I, Michael M. Achary, certify that:
	1.	I have reviewed this quarterly report on Form 10-Q of Hancock Holding Company;
	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
	4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
			(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
			(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
			(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
			(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
	5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
			(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
			(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2008
By:	/s/ Michael M. Achary
	Michael M. Achary
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

          In connection with the Quarterly Report of Hancock Holding Company (the “Company”) on Form 10-Q for the period ended June 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Carl J. Chaney, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Carl J. Chaney
Name:	Carl J. Chaney
Title:	Chief Executive Officer
Date:	August 6, 2008

          In connection with the Quarterly Report of Hancock Holding Company (the “Company”) on Form 10-Q for the period ended June 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John M. Hairston, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John M. Hairston
Name:	John M. Hairston
Title:	Chief Executive Officer
Date:	August 6, 2008

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

          In connection with the Quarterly Report of Hancock Holding Company (the “Company”) on Form 10-Q for the period ended June 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael M. Achary, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(3)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(4)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Michael M. Achary
Name:	Michael M. Achary
Title:	Chief Financial Officer
Date:	August 6, 2008