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

FORM 12b-25

(Amendment No. 1)

NOTIFICATION OF LATE FILING

(Check one):		þ  Form 10-K o  Form 20-F o  Form 11-K o  Form 10-Q o  Form 10-D o  Form N-SAR o  Form N-CSR
		For Period Ended:		December 31, 2009
		o   Transition Report on Form 10-K
		o   Transition Report on Form 20-F
		o   Transition Report on Form 11-K
		o   Transition Report on Form 10-Q
		o   Transition Report on Form N-SAR
		For the Transition Period Ended:

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

BANCORPSOUTH, INC.

Full Name of Registrant

N/A

Former Name if Applicable

One Mississippi Plaza
201 South Spring Street

Address of Principal Executive Office (Street and Number)

Tupelo, Mississippi 38804

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

þ
			(a)		The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
			(b)		The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
			(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

As previously reported by BancorpSouth, Inc. (the “Company”) in a Current Report on Form 8-K filed on February 26, 2010, management of the Company has determined, in consultation with the Company’s independent registered public accounting firm and with the concurrence of the Audit Committee of the Board of Directors, that certain asset quality indicators, including the allowance for credit losses, and their impact on the Company’s financial statements and related disclosures for the quarter ended December 31, 2009 should be further reviewed. In connection with this review, the Company is also assessing its internal control over financial reporting with respect to its loan review functions.

On January 21, 2010, the Company made a preliminary release of unaudited financial results for the quarter and year ended December 31, 2009. The unaudited financial results reported net income of $19.4 million, which reflected a credit loss provision of $34.7 million, for the fourth quarter. Net charge-offs were $24.6 million, or 1.01% as a percentage of average loans (annualized) for the quarter ended December 31, 2009. Based on information currently available, management of the Company anticipates that the unaudited consolidated balance sheet and the consolidated income statement for the quarter and year ended December 31, 2009 will be adjusted. The adjustments are expected to decrease net income. The impact of management’s review on the previously reported unaudited financial condition and results of operations of the Company as of and for the fourth quarter and year ended December 31, 2009 cannot be estimated or determined until the Company has completed its review of its bank subsidiary’s loan portfolio and the auditors have completed their examination.

As a result of the additional time required by the Company and its registered public accounting firm to complete the above-referenced activities, the Company is not able to file its Annual Report on Form 10-K for the year ended December 31, 2009 (the “Form 10-K”) by the prescribed date without unreasonable effort or expense. Once the above-referenced activities are completed and the Audit Committee has had the opportunity to discuss the final audited financial statements, the Company intends to file the Form 10-K as soon as practicable thereafter. The Company currently anticipates that the Form 10-K will be filed no later than the fifteenth calendar day following the date on which the Form 10-K was due (i.e., on or before March 16, 2010).

 

BANCORPSOUTH, INC.