Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Lewis Gordon Ray
 2. Date of Event Requiring Statement (Month/Day/Year)
01/23/2008		 3. Issuer Name and Ticker or Trading Symbol
BANCORPSOUTH INC [BXS]
(Last)
(First)
(Middle)
P. O. BOX 789		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

TUPELO, MS 38802		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 28,061
D
 
Common Stock 6,008
I
by 401k Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy)   (1) 10/31/2011 Common Stock 6,000 $ 15.5 D  
Non-Qualified Stock Option (right to buy)   (2) 01/19/2009 Common Stock 11,250 $ 16.12 D  
Non-Qualified Stock Option (right to buy)   (1) 10/31/2012 Common Stock 7,000 $ 19.18 D  
Non-Qualified Stock Option (right to buy)   (1) 10/31/2014 Common Stock 4,800 $ 22.97 D  
Non-Qualified Stock Option (right to buy)   (1) 11/30/2015 Common Stock 6,000 $ 23.19 D  
Non-Qualified Stock Option (right to buy)   (1) 10/31/2013 Common Stock 6,000 $ 23.51 D  
Non-Qualified Stock Option (right to buy)   (1) 10/31/2014 Common Stock 6,000 $ 24.03 D  
Non-Qualified Stock Option (right to buy)   (1) 10/31/2013 Common Stock 2,400 $ 24.78 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lewis Gordon Ray
P. O. BOX 789
TUPELO, MS 38802		       Executive Vice President  

Signatures

Gordon Ray Lewis 01/28/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Employee stock option granted pursuant to BancorpSouth, Inc., 1994 Stock Incentive Plan. The stock option becomes exercisable in 3 equal annual instalments commencing one year after date of grant.
(2) Exercisable immediately upon the merger between First United Bancshares, Inc., and BancorpSouth, Inc., effective 8/31/2000.

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