UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

OR

o		TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     .

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

BancorpSouth, Inc. 401(k) Profit-Sharing Plan

B.

Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

BancorpSouth, Inc.
One Mississippi Plaza
201 South Spring Street
Tupelo, Mississippi 38804

 

 

BANCORPSOUTH, INC. 401(k) PROFIT-SHARING PLAN

Financial Statements and Supplemental Schedules

December 31, 2007 and 2006

(With Report of Independent Registered Public Accounting Firm)

BANCORPSOUTH, INC. 401(k) PROFIT-SHARING PLAN

Table of Contents

			Page
Report of Independent Registered Public Accounting Firm			1
Statements of Net Assets Available for Plan Benefits — December 31, 2007 and 2006			2
Statements of Changes in Net Assets Available for Plan Benefits — Years ended December 31, 2007 and 2006			3
Notes to Financial Statements			4
Supplemental Schedules:
Schedule H, Line 4i — Schedule of Assets (Held at End of Year) — December 31, 2007			10
Schedule H, Line 4j — Schedule of Reportable Transactions — Year ended December 31, 2007			11
EX-23.1 Consent of KPMG LLP, Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

The Retirement Committee of the Board of Directors
BancorpSouth, Inc.:

We have audited the accompanying statements of net assets available for plan benefits of the BancorpSouth, Inc. 401(k) Profit-Sharing Plan (the Plan) as of December 31, 2007 and 2006, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 2007 and 2006, and the changes in net assets available for plan benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules, Schedule H, Line 4i — Schedule of Assets (Held at End of Year) as of December 31, 2007, and Schedule H, Line 4j — Schedule of Reportable Transactions for the year ended December 31, 2007, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ KPMG LLP

Memphis, Tennessee
June 27, 2008

BANCORPSOUTH, INC. 401(k) PROFIT-SHARING PLAN

Statements of Net Assets Available for Plan Benefits

December 31, 2007 and 2006

		2007				2006
Investments, at fair value:
Common stock of BancorpSouth, Inc.		$	150,691,526				173,332,966
Mutual funds			62,910,077				50,136,261
Common/collective trust fund			13,104,411				8,836,878
Participant loans			488,443				472,233
			227,194,457				232,778,338
Contributions receivable:
Employer — salary deferral match			249,454				389,599
Employer — profit-sharing			625,653				142,391
Employee — salary deferral			332,764				316,455
Accrued interest and dividends receivable			1,445,134				1,295,289
Cash			6,705				986
Net assets reflecting all investments at fair value			229,854,167				234,923,058
Adjustment from fair value to contract value for interest in common/collective trust fund relating to fully benefit-responsive investment contracts			(64,929	)			84,947
Net assets available for plan benefits		$	229,789,238				235,008,005

See accompanying notes to financial statements.

BANCORPSOUTH, INC. 401(k) PROFIT-SHARING PLAN

Statements of Changes in Net Assets Available for Plan Benefits

Years ended December 31, 2007 and 2006

		2007				2006
Investment income:
Net (depreciation) appreciation in investments		$	(21,534,245	)			31,050,929
Interest and dividends			10,358,521				8,907,683
Total investment (loss) income			(11,175,724	)			39,958,612
Contributions:
Employer — salary deferral match			7,217,684				6,689,396
Employer — profit sharing			625,653				142,391
Employee — salary deferral			11,703,050				11,820,634
Total contributions			19,546,387				18,652,421
Benefits paid to participants			13,589,430				16,630,912
Net (decrease) increase			(5,218,767	)			41,980,121
Net assets available for plan benefits:
Beginning of year			235,008,005				193,027,884
End of year		$	229,789,238				235,008,005

See accompanying notes to financial statements.

BANCORPSOUTH, INC. 401(k) PROFIT-SHARING PLAN

Notes to Financial Statements

December 31, 2007 and 2006

(1)		Description of Plan
		The following description of the BancorpSouth, Inc. 401(k) Profit-Sharing Plan, formerly known as BancorpSouth, Inc. Amended and Restated Salary Deferral — Profit Sharing Employee Stock Ownership Plan (the “Plan”), provides only general information. Participants should refer to the Plan document for a complete description of the Plan’s provisions.

	(a)		General
			The Plan was adopted by BancorpSouth, Inc. (the “Company”) effective January 1, 1984. It is a defined contribution retirement plan with two components—an employee stock ownership component and a profit sharing component with a 401(k) feature. Employees who have completed one year of service and attained the age of 18 are eligible to participate in the Plan with regards to elective deferrals and employer matching contributions. Employees who completed their first hour of service on or after January 1, 2006 and have attained the age of 21 are eligible to participate in the employer profit sharing contributions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
	(b)		Contributions
			Plan participants contribute to the Plan by electing to defer between 1% and 25% of their pretax annual compensation, in whole percentages, up to the maximum amount allowable by law. The Company matches 100% of amounts contributed by the participants to the Plan up to 5% of their annual compensation. Beginning in 2006, the Company began making a profit-sharing contribution equaling 2% of each eligible employee’s compensation.
			Prior to January 1, 2007, the matching Company contribution was invested in common stock of the Company (nonparticipant-directed), while participant and profit-sharing contributions could be invested in common stock of the Company or in any of the other investment options available under the Plan. The Plan provided that after age 55 and ten years of service, a participant could, with some limitations, redirect the nonparticipant-directed investments in Company common stock to any of the other investment options. Effective January 1, 2007, all participants may redirect the investment of funds invested in Company common stock and the prospective matching Company contribution into any of the other investment options.
	(c)		Investment Programs
			The investment programs of the Plan as of December 31, 2007 are as follows: American Funds Europacific Growth Fund R4; American Funds Income Fund of America R4; DWS Dreman Small Cap Value Fund — A; Federated Capital Preservation Fund; Federated Total Return Bond Fund IS; Fidelity Advisor Short Fixed Income — A; Goldman Sachs Structured US Equity A; Heritage Mid Cap Stock Fund A; Mutual Discovery Fund A; Nationwide Investor Destination Moderate Conservative A; Nationwide Small Cap Fund A; Oppenheimer Global Fund A; Royce Value Plus Service; T. Rowe Price Growth Stock Fund — Adv.; T. Rowe Price Retirement 2010 Adv.; T. Rowe Price Retirement 2020 Adv.; T. Rowe Price Retirement 2030 Adv.; T. Rowe Price Retirement 2040 Adv.; Vanguard Mid Cap Index Fund Signal; Vanguard Selected Value Fund Inv; and Van Kampen Growth & Income Fund A. The investment options also include common stock of BancorpSouth, Inc.

(Continued)

BANCORPSOUTH, INC. 401(k) PROFIT-SHARING PLAN

Notes to Financial Statements

December 31, 2007 and 2006

	(d)		Administration
			The Plan is administered by a committee appointed by the board of directors of the Company (the plan administrator). The plan administrator is responsible for general administration of the Plan and interpretation and execution of the Plan’s provisions. BancorpSouth Bank is the Plan trustee.
	(e)		Participants’ Accounts
			Separate accounts are maintained for each participant. All amounts contributed by the participant, together with earnings or losses thereon, are maintained in an “employee deferral account.” Matching amounts contributed by the Company are maintained in a separate “employer contribution account,” together with earnings or losses thereon. Profit sharing contributions contributed by the Company are maintained in a “profit-sharing account” together with earnings or losses thereon.
	(f)		Participant Loans
			Participants may borrow from their employee deferral and employer contribution accounts a minimum of $1,000 up to a maximum of $50,000 or 50% of their account balance, whichever is less. The loans are secured by the balance in the participant’s account and bear interest at commercially reasonable rates as determined under the Plan. At December 31, 2007, interest rates on outstanding participant loans ranged from 4.5% to 10.5%.
	(g)		Vesting
			Both the employee deferral and employer contribution accounts are 100% vested and nonforfeitable at all times. The profit-sharing account is vested after three years of service.
	(h)		Payment of Benefits
			Upon termination of service, death or permanent disability, a participant may elect to receive either a lump-sum amount equal to the value of his or her account, or proportionate monthly installments over a period not to exceed 15 years. For non-spouse beneficiaries, the monthly benefits cannot be paid over a period longer than a participant’s life expectancy or for more than five years following his or her death. For distributions from a participant’s holdings of Company common stock, the participant may elect to receive common stock of the Company or cash equal to the fair value of the common stock that otherwise would have been distributed. In addition, a participant may elect to receive a distribution of cash dividends that are paid on the Company common stock allocated to the participant’s account in the Plan.
	(i)		Plan Termination
			Although the Company has not expressed any intent to do so, it has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.
	(j)		Expenses
			Administrative expenses of the Plan are paid directly by the Company, which is the Plan sponsor.

(Continued)

BANCORPSOUTH, INC. 401(k) PROFIT-SHARING PLAN

Notes to Financial Statements

December 31, 2007 and 2006

	(k)		Forfeited Accounts
			At December 31, 2007, forfeited non-vested accounts totaled $5,173. These accounts will be used to reduce future employer contributions.

(2)

Summary of Significant Accounting Policies

	(a)		Basis of Presentation
			The financial statements of the Plan are prepared under the accrual method of accounting.
			Effective December 31, 2006, the Plan adopted Financial Accounting Standards Board Staff Position AAG INV-1 and Statement of Position No. 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the “FSP”). This standard requires the Statement of Net Assets Available for Plan Benefits present the fair value of the Plan’s investments as well as the adjustment from fair value to contract value for any directly-held or indirectly-held fully benefit-responsive investment contracts. The Statement of Changes in Net Assets Available for Plan Benefits is prepared on a contract value basis for the fully benefit-responsive investment contracts.
	(b)		Investments
			Purchases and sales of investments are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
			Quoted market prices are used to value the investments in mutual funds and company common stock. Participant loans are recorded at their outstanding loan balance, which approximates fair value.
			The investment contracts held by the common/collective trust fund are presented at fair value on the Statement of Net Assets Available for Plan Benefits. The investment contracts held by the common/collective trust fund in fully benefit-responsive investment contracts are also stated at contract value, which is equal to the value of deposits plus interest accrued at the contract rate, less withdrawals. As provided in the FSP, an investment contract is generally valued at contract value, rather than fair value, to the extent it is fully benefit-responsive.
	(c)		Payment of Benefits
			Benefits are recorded when paid.
	(d)		Income Taxes
			The Plan is exempt from federal income taxes in accordance with the provisions of the Internal Revenue Code of 1986, as amended (“IRC”). The Plan received a favorable determination letter, dated May 6, 2003, from the Internal Revenue Service. The plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Accordingly, no provision has been made for federal income taxes in the accompanying

(Continued)

BANCORPSOUTH, INC. 401(k) PROFIT-SHARING PLAN

Notes to Financial Statements

December 31, 2007 and 2006

financial statements. Amounts contributed by the Company are not taxed to the participant until a distribution from the Plan is received.

The Plan received an updated determination letter from the Internal Revenue Service subsequent to the Plan’s year ended December 31, 2007. This letter was dated February 20, 2008, and informed the Plan Adminstrator that the Plan was still in compliance with the IRC and remains exempt from federal income taxes.

	(e)		Use of Estimates
			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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the period. Actual results could differ from those estimates.
	(f)		Recent Accounting Pronouncements
			The Plan adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109 (“FIN 48”) on January 1, 2007. FIN 48 clarifies the accounting for uncertainty in tax positions and requires that the Plan recognize in its financial statements the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The adoption of FIN 48 did not have an impact on the Plan’s financial statements.
			In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. The provisions of SFAS 157 are effective for fiscal years beginning after November 15, 2007. The Plan will adopt the provisions of SFAS 157 for its plan year beginning January 1, 2008. The Plan is currently evaluating the impact of the provisions of SFAS 157.

(3)		Investments
		The following investments represent 5% or more of the Plan’s net assets available for plan benefits:

		December 31
		2007				2006
Common stock of BancorpSouth, Inc.		$	150,691,526				173,332,966
Federated Capital Preservation Fund, at contract value			13,039,482				8,921,825

(Continued)

BANCORPSOUTH, INC. 401(k) PROFIT-SHARING PLAN

Notes to Financial Statements

December 31, 2007 and 2006

The Plan’s investments, including investments bought, sold and held during the year appreciated (depreciated) in value during the years ended December 31, 2007 and 2006, respectively, as follows:

		2007				2006
Net (depreciation) appreciation in investments Mutual funds and common/collective trust fund		$	(724,362	)			1,189,554
Common stock of BancorpSouth, Inc.			(20,809,883	)			29,861,375
Net (depreciation) appreciation in investments		$	(21,534,245	)			31,050,929

Dividend income earned from the investment in Company common stock, a party-in-interest and a related party, was $5,352,295 and $4,992,117 for the years ended December 31, 2007 and 2006, respectively.

As of June 26, 2008 the fair market value of the investments held by the Plan as of December 31, 2007 has declined approximately 17%, including a 22% decline in the Company's common stock.

(4)		Reconciliation Between Financial Statement Amounts and Form 5500
		The following is a reconciliation of net assets available for plan benefits in accordance with the financial statements to the Form 5500 filed for 2006 and the Form 5500 expected to be filed for 2007:

		December 31
		2007				2006
Net assets available for plan benefits per the financial statements		$	229,789,238				235,008,005
Amounts allocated to withdrawing participants			—				(4,266,182	)
Net assets available for plan benefits per Form 5500		$	229,789,238				230,741,823

The following is a reconciliation of benefits paid to participants in accordance with the financial statements to the Form 5500 filed for 2006 and the Form 5500 expected to be filed for 2007:

		2007				2006
Benefits paid to participants per the financial statements		$	13,589,430				16,630,912
Add amounts allocated to withdrawing participants at end of year			—				4,266,182
Less amounts allocated to withdrawing participants at beginning of year			(4,266,182	)			(1,903,432	)
Benefits paid to participants per Form 5500		$	9,323,248				18,993,662

(Continued)

(5)		Risks and Uncertainties
		The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Because of the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities could occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for plan benefits.

BANCORPSOUTH, INC. 401(k) PROFIT-SHARING PLAN

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
December 31, 2007

				Par/number										Current
Issuer		Description		of shares				Coupon				Maturity		value
BancorpSouth, Inc.*		Common stock			6,382,530									$	150,691,526
Participant loans*		Loans to participants			—				4.50% — 10.50	%		January 2, 2008 — November 9, 2012			488,443
Federated Capital Preservation Fund		Common/collective trust - stable value fund			1,303,948										13,039,482	**
American Funds Europacific Growth Fund R4		Mutual Fund			93,934										4,711,751
American Funds Income Fund of America R4		Mutual Fund			97,717										1,891,802
DWS Dreman Small Cap Value Fund — A		Mutual Fund			53,628										1,856,610
Federated Total Return Bond Fund IS		Mutual Fund			974,272										10,424,710
Fidelity Advisor Short Fixed Income — A		Mutual Fund			26,639										246,147
Goldman Sachs Structured US Equity A		Mutual Fund			183,621										5,306,633
Heritage Mid Cap Stock Fund A		Mutual Fund			376,480										10,552,743
Mutual Discovery Fund A		Mutual Fund			40,750										1,307,666
Nationwide Investor Destination Moderate Conservative A		Mutual Fund			478,404										5,013,669
Nationwide Small Cap Fund A		Mutual Fund			26,542										422,278
Oppenheimer Global Fund A		Mutual Fund			4,627										335,705
Royce Value Plus Service		Mutual Fund			197,155										2,722,707
T. Rowe Price Growth Stock Fund — Adv.		Mutual Fund			231,805										7,742,292
T. Rowe Price Retirement 2010 Adv.		Mutual Fund			60,297										973,798
T. Rowe Price Retirement 2020 Adv.		Mutual Fund			20,874										368,852
T. Rowe Price Retirement 2030 Adv.		Mutual Fund			24,857										471,528
T. Rowe Price Retirement 2040 Adv.		Mutual Fund			15,041										287,591
Vanguard Mid Cap Index Fund Signal		Mutual Fund			26,960										799,635
Vanguard Selected Value Fund Inv		Mutual Fund			28,457										543,253
Van Kampen Growth & Income Fund A		Mutual Fund			326,151										6,930,707
														$	227,129,528

See accompanying Report of Independent Registered Public Accounting Firm.

BANCORPSOUTH, INC. 401(k) PROFIT-SHARING PLAN

Schedule H, Line 4j — Schedule of Reportable Transactions
Year ended December 31, 2007

																										Current value
																		Expense								of asset on
Identity of						Purchase				Selling				Lease				incurred with				Cost of				transaction
party involved		Description of asset				price				price				rental				transaction				asset				date				Net gain
BancorpSouth, Inc.*		Common stock				$	20,541,625			$	—				—				—			$	20,541,625			$	20,541,625			$	—
BancorpSouth, Inc.*		Common stock					—				22,373,182				—				—				15,827,381				22,373,182				6,545,801
Federated Total Return Bond Fund IS		Mutual Fund					11,970,675				—				—				—				11,970,675				11,970,675				—
Heritage Mid Cap Stock Fund A		Mutual Fund					14,133,573				—				—				—				14,133,573				14,133,573				—

See accompanying Report of Independent Registered Public Accounting Firm.

SIGNATURES

     The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

23.1		Consent of KPMG LLP, Independent Registered Public Accounting Firm