content: <PAGE>   1
                                                       Registration No. 33-
                                                                           -------
  - --------------------------------------------------------------------------------
  
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
  
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                             ----------------------
  
                             HANCOCK HOLDING COMPANY
             (Exact name of registrant as specified in its charter)
  
            MISSISSIPPI                                   64-0169065
          (State or other                              (I.R.S. Employer
    jurisdiction of incorporation                    Identification Number)
         or organization)
  
                                ONE HANCOCK PLAZA
                           GULFPORT, MISSISSIPPI 39501
                                 (601) 868-4000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)
                             ----------------------
  
                       HANCOCK BANK 401(K) PLAN AND TRUST
                              (Full Title of Plan)
  
  
  <TABLE>
  <S>                                                            <C>
                  GEORGE A. SCHLOEGEL                                        Copy to:
                     Vice Chairman                                      JAMES R. McILWAIN
                     of the Board                                        General Counsel
               Hancock Holding Company                                Hancock Holding Company
                  One Hancock Plaza                                      One Hancock Plaza
             Gulfport, Mississippi 39501                            Gulfport, Mississippi 39501
                    (601) 868-4000                                        (601) 868-4000
  (Name, address, including zip code, and telephone number, 
       including area code, of agent for service)           
  </TABLE>                                                  
                             ----------------------
         APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
  
           In accordance with the terms of the Hancock Bank 401(k) Plan and
  Trust.
                             ----------------------
           If the only securities being registered on this form are being offered
  pursuant to dividend or interest reinvestment plans, please check the following
  box.  [ ]
  
           If any of the securities being registered on this form are to be
  offered on a delayed or continuous basis pursuant to Rule 415 under the
  Securities Act of 1933, other than securities offered only in connection with
  dividend or interest reinvestment plans, please check the following box.  [x]
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ============================================================================================================================
                                                                        PROPOSED             PROPOSED
                                                                        MAXIMUM              MAXIMUM
                TITLE OF EACH                       AMOUNT              OFFERING            AGGREGATE
             CLASS OF SECURITIES                    TO BE              PRICE PER             OFFERING            AMOUNT OF
             TO BE REGISTERED(1)                REGISTERED(2)           UNIT(3)              PRICE(3)         REGISTRATION FEE
  <S>                                             <C>                   <C>                <C>                    <C>
  - ----------------------------------------------------------------------------------------------------------------------------
  Common Stock  . . . . . . . . . . . . .          200,000               $36.25             $7,250,000             $2,500
  ============================================================================================================================
  </TABLE>
  
  <PAGE>   2
  (1)    In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this registration statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein.
  (2)    In the event of a stock split, stock dividend or similar transaction
         involving Common Stock of the Company, in order to prevent dilution, the
         number of shares registered shall be automatically increased to cover
         the additional shares in accordance with Rule 416(a) under the
         Securities Act of 1933.
  (3)    Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(c), based on the last sales prices per share of the
         Common Stock on May 28, 1996.
  
                             ----------------------
  <PAGE>   3
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed by Hancock Holding Company (the
  "Company") with the Securities and Exchange Commission ("Commission") pursuant
  to the Securities Exchange Act of 1934 ("Exchange Act") are incorporated in
  this Registration Statement by reference:
  
           (1)     the Company's Annual Report on Form 10-K for the year ended
  December 31, 1995, (including portions of the Company's Proxy Statement for the
  1996 annual meeting of shareholders stated therein to be incorporated therein
  by reference);
  
           (2)     the Company's Quarterly Report on Form 10-Q for the period
  ended March 31, 1996, filed pursuant to Section 13 of the Exchange Act; and
  
           (3)     the description of the Company's common stock, $3.33 par
  value, contained in the Company's Registration Statement on Form S-1 filed with
  the Commission on October 18, 1991, as amended (Registration Number 33-43427).
  
           All documents subsequently filed by the Company pursuant to Section
  13, 14 or 15(d) of the Exchange Act prior to the filing by the Company of a
  post-effective amendment which indicates that all securities offered hereby
  have been sold or which de-registers all securities then remaining unsold,
  shall be deemed to be incorporated by reference in this Registration Statement
  and to be a part hereof from the date of filing such documents.  Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for purposes of this
  Registration Statement to the extent that a statement contained herein or any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement.  Any such statements
  so modified or superseded shall not be deemed, except as so modified or
  superseded, to constitute a part of this Registration Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
           Not required.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Miss. Code Ann. Section  79-4-8.50 et seq. provides in part that a
  corporation may indemnify any director, officer, employee or agent of the
  corporation against expenses (including attorneys'
  
  
  
  
  
                                        II-1
  <PAGE>   4
  fees), judgments, fines and amounts paid in settlement actually and reasonably
  incurred by him in connection with any action, suit or proceeding to which he
  is or was a party or is threatened to be made a party (including any action by
  or in the right of the corporation), if such action arises out of his acts on
  behalf of the corporation and he acted in good faith and that he reasonably
  believed that conduct in his official capacity with the corporation was in the
  corporation's best interests and that in other cases, his conduct was not
  opposed to the corporation's best interests, and, with respect to any criminal
  action or proceeding, he had no reasonable cause to believe his conduct was
  unlawful.
  
           The indemnification provisions of Miss. Code Ann. Section  79-4-8.50
  et seq. are not exclusive; however, a corporation may not indemnify any person
  who is adjudged liable to the corporation in an action by or in the right of
  the corporation or who is adjudged liable on the basis that personal benefit
  was improperly received by him.  A corporation has the power to obtain and
  maintain insurance on behalf of any person who is or was acting for the
  corporation, regardless of whether the corporation has the legal authority to
  indemnify the insured person against such liability.
  
           The Company's Articles of Incorporation and Bylaws provide for
  indemnification for directors, officers, employees and agents or former
  directors, officers, employees and agents of the Company to the full extent
  permitted by Mississippi law.
  
           The Company maintains an insurance policy covering the liability of
  its directors and officers for actions taken in their official capacity.
  
           Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Company pursuant to the foregoing provisions or otherwise, the Company
  has been advised that in the opinion of the Securities and Exchange Commission
  such indemnification is against public policy as expressed in the Securities
  Act and is, therefore, unenforceable.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
         4 .1      Amended and Restated Articles of Incorporation dated November
                   8, 1990 (filed as Exhibit 3.1 to the Registrant's Form 10-K
                   for the year ended December 31, 1990, and incorporated herein
                   by reference).
  
         4 .2      Amended and Restated Bylaws dated November 8, 1990 (filed as
                   Exhibit 3.2 to the Registrant's Form 10-K for the year ended
                   December 31, 1990, and incorporated herein by reference).
  
  
  
  
  
                                        II-2
  <PAGE>   5
         4 .3      Articles of Amendment to the Articles of Incorporation of
                   Hancock Holding Company, dated October 16, 1991 (filed as
                   Exhibit 4.1 to the Registrant's Form 10-Q for the quarter
                   ended September 30, 1991).
  
         4 .4      Articles of Correction, filed with the Mississippi Secretary
                   of State on November 15, 1991 (filed as Exhibit 4.2 to the
                   Registrant's Form 10-Q for the quarter ended September 30,
                   1991).
  
         4 .5      Articles of Amendment to the Articles of Incorporation of
                   Hancock Holding Company, adopted February 13, 1992 (filed as
                   Exhibit 3.5 to the Registrant's Form 10-K for the year ended
                   December 31, 1992, and incorporated herein by reference).
  
         4 .6      Articles of Correction, filed with Mississippi Secretary of
                   State on March 2, 1992 (filed as Exhibit 3.6 to the
                   Registrant's Form 10-K for the year ended December 31, 1992,
                   and incorporated herein by reference).
  
         4 .7      Specimen stock certificate (reflecting change in par value
                   from $10.00 to $3.33, effective March 6, 1989) (filed as
                   Exhibit 4.1 to the Registrant's Form 10-Q for the quarter
                   ended March 31, 1989, and incorporated herein by reference).
  
         5 .1      Opinion of counsel as to the legality of the securities being
                   registered.
  
         15.1      Not applicable.
  
         23.1      Consent of Deloitte & Touche LLP.
  
         23.2      Consent of counsel (included in Exhibit 5).
  
         24.1      Power of Attorney (included on the Signature Page attached 
                   hereto).
  
           The Company will submit the Plan to the Internal Revenue Service for a
  determination that the Plan is qualified under Section 401(a) of the Internal
  Revenue Code of 1986, as amended.
  
  ITEM 9.  UNDERTAKINGS.
  
           The undersigned registrant hereby undertakes:
  
           (1)     To file, during any period in which offers of shares are being
  made, a post-effective amendment to this registration statement:
  
                   (i)      To include any prospectus required by Section
  10(a)(3) of the Securities Act of 1933;
  
  
  
  
  
                                        II-3
  <PAGE>   6
                   (ii)     To reflect in the prospectus any facts or events
  arising after the effective date of the registration statement (or the most
  recent post-effective amendment thereof) which, individually or in the
  aggregate, represent a fundamental change in the information set forth in the
  registration statement;
  
                   (iii)    To include any material information with respect to
  the plan of distribution not previously disclosed in the registration statement
  or any material change to such information in the registration statement;
  
           (2)     That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post- effective amendment shall be deemed to
  be a new registration statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.
  
           (3)     To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
           (4)     The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act of 1933, each
  filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of
  the Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           (5)     Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will submit to
  a court of appropriate jurisdiction the question whether such indemnification
  by it is against public policy as expressed in the Act and will be governed by
  the final adjudication of such issue.
  
  
  
  
  
                                        II-4
  <PAGE>   7
                                     SIGNATURES
  
           The Registrant.  Pursuant to the requirements of the Securities Act of
  1933, the Registrant certifies that it has reasonable grounds to believe that
  it meets all of the requirements for filing on Form S-8 and has duly caused
  this Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Gulfport, State of Mississippi, on
  this the 31st day of May 1996.
  
  
                                            HANCOCK HOLDING COMPANY
  
  
  
                                            By:   /s/  Leo W. Seal, Jr.          
                                                ---------------------------------
                                                  Leo W. Seal, Jr.
                                                  President
  
                                            POWER OF ATTORNEY
  
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears immediately below constitutes and appoints Leo W. Seal, Jr. his true
  and lawful attorney-in-fact and agent, with full power of substitution, for him
  and in his name, place and stead, in any and all capacities, to sign any and
  all amendments (including post-effective amendments) to this Registration
  Statement, and to file the same with all exhibits thereto, and other documents
  in connection therewith, with the Securities and Exchange Commission, granting
  unto said attorney-in-fact and agent full power and authority to do and perform
  each and every act and thing requisite and necessary to be done, as fully to
  all intents and purposes as he might or could do in person, hereby ratifying
  and confirming all that said attorney-in-fact and agent or his substitute or
  substitutes may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, this Registration Statement has been signed by the following persons
  in the capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
         Signature                                  Title                                Date
         ---------                                  -----                                ----
  <S>                                        <C>                                       <C>
  /s/  Leo W. Seal, Jr.                      President and Director                    May 31, 1996
  - --------------------------------           (Principal Executive
  Leo W. Seal, Jr.                           Officer)            
                                                                 
  
  /s/  Joseph F. Boardman, Jr.               Director,                                 May 31, 1996
  - --------------------------------           Chairman of the Board
  Joseph F. Boardman, Jr.                                         
  
  
  /s/  Thomas W. Milner, Jr.                 Director                                  May 31, 1996
  - --------------------------------
  Thomas W. Milner, Jr.
  </TABLE>
  
  
  
  
  
                                        S-1
  <PAGE>   8
  <TABLE>
  <S>                                        <C>                                       <C>
  /s/  George A. Schloegel                   Director,                                 May 31, 1996
  - --------------------------------           Vice-Chairman of the Board
  George A. Schloegel                                                  
  
  /s/  Dr. Homer C. Moody, Jr.               Director                                  May 31, 1996
  - --------------------------------
  Dr. Homer C. Moody, Jr.
  
  /s/  James B. Estabrook, Jr.               Director                                  May 31, 1996
  - --------------------------------
  James B. Estabrook, Jr.
  
  /s/  Charles H. Johnson                    Director                                  May 31, 1996
  - --------------------------------
  Thomas W. Milner, Jr.
  
  /s/  L. A. Koenenn, Jr.                    Director                                  May 31, 1996
  - --------------------------------
  L. A. Koenenn, Jr.
  
  /s/  Victor Mavar                          Director                                  May 31, 1996
  - --------------------------------
  Victor Mavar
  
  /s/  C. Stanley Bailey                     Principal Financial                       May 31, 1996
  - --------------------------------           & Accounting Officer 
  C. Stanley Bailey                                               
  </TABLE>
  
  
  
  
  
                                        S-2
  <PAGE>   9
           The Plan.  Pursuant to the requirements of the Securities Act of 1933,
  the Plan Administrator has duly caused this Registration Statement to be signed
  on its behalf by the undersigned, thereunto duly authorized, in the City of
  Gulfport, State of Mississippi, on this the 31st day of May 1996.
  
  
                                      HANCOCK BANK, AS PLAN ADMINISTRATOR
                                      FOR HANCOCK BANK 401(k) PLAN & TRUST
  
  
  
  
                                      By:   /s/  Martha B. Peterman              
                                         ----------------------------------------
                                            Martha B. Peterman
                                            Vice President and Personnel Director
  
  
  
  
  
  
                                        S-3
  <PAGE>   10
                                   EXHIBIT INDEX
  
    NUMBER                                   ITEM DESCRIPTION
  
         4 .1      Amended and Restated Articles of Incorporation dated November
                   8, 1990 (filed as Exhibit 3.1 to the Registrant's Form 10-K
                   for the year ended December 31, 1990, and incorporated herein
                   by reference).
  
         4 .2      Amended and Restated Bylaws dated November 8, 1990 (filed as
                   Exhibit 3.2 to the Registrant's Form 10-K for the year ended
                   December 31, 1990, and incorporated herein by reference).
  
         4 .3      Articles of Amendment to the Articles of Incorporation of
                   Hancock Holding Company, dated October 16, 1991 (filed as
                   Exhibit 4.1 to the Registrant's Form 10-Q for the quarter
                   ended September 30, 1991).
  
         4 .4      Articles of Correction, filed with the Mississippi Secretary
                   of State on November 15, 1991 (filed as Exhibit 4.2 to the
                   Registrant's Form 10-Q for the quarter ended September 30,
                   1991).
  
         4 .5      Articles of Amendment to the Articles of Incorporation of
                   Hancock Holding Company, adopted February 13, 1992 (filed as
                   Exhibit 3.5 to the Registrant's Form 10-K for the year ended
                   December 31, 1992, and incorporated herein by reference).
  
         4 .6      Articles of Correction, filed with Mississippi Secretary of
                   State on March 2, 1992 (filed as Exhibit 3.6 to the
                   Registrant's Form 10-K for the year ended December 31, 1992,
                   and incorporated herein by reference).
  
         4 .7      Specimen stock certificate (reflecting change in par value
                   from $10.00 to $3.33, effective March 6, 1989) (filed as
                   Exhibit 4.1 to the Registrant's Form 10-Q for the quarter
                   ended March 31, 1989, and incorporated herein by reference).
  
         5 .1      Opinion of counsel as to the legality of the securities being
                   registered.
  
         23.1      Consent of Deloitte & Touche LLP.
  
         23.2      Consent of counsel (included in Exhibit 5).
  
         24.1      Power of Attorney (included on the Signature Page attached
                   hereto).
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23176}]
metadata_filer: {"company-data": {"conformed-name": "HANCOCK HOLDING CO", "cik": "0000750577", "assigned-sic": "6022", "irs-number": "640693170", "state-of-incorporation": "MS", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05081", "film-number": "96576206"}, "business-address": {"street1": "ONE HANCOCK PLZ", "street2": "P.O. BOX 4019", "city": "GULFPORT", "state": "MS", "zip": "39502", "phone": "6018684605"}, "mail-address": {"street1": "ONE HANCOCK PLZ", "street2": "P O BOX 4019", "city": "GULFPORT", "state": "MS", "zip": "39502"}}
text: 1
                                                       Registration No. 33-
                                                                           -------
  - --------------------------------------------------------------------------------
  
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
  
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                             ----------------------
  
                             HANCOCK HOLDING COMPANY
             (Exact name of registrant as specified in its charter)
  
            MISSISSIPPI                                   64-0169065
          (State or other                              (I.R.S. Employer
    jurisdiction of incorporation                    Identification Number)
         or organization)
  
                                ONE HANCOCK PLAZA
                           GULFPORT, MISSISSIPPI 39501
                                 (601) 868-4000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)
                             ----------------------
  
                       HANCOCK BANK 401(K) PLAN AND TRUST
                              (Full Title of Plan)
  GEORGE A. SCHLOEGEL                                        Copy to:
                     Vice Chairman                                      JAMES R. McILWAIN
                     of the Board                                        General Counsel
               Hancock Holding Company                                Hancock Holding Company
                  One Hancock Plaza                                      One Hancock Plaza
             Gulfport, Mississippi 39501                            Gulfport, Mississippi 39501
                    (601) 868-4000                                        (601) 868-4000
  (Name, address, including zip code, and telephone number, 
       including area code, of agent for service)
  ----------------------
         APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
  
           In accordance with the terms of the Hancock Bank 401(k) Plan and
  Trust.
                             ----------------------
           If the only securities being registered on this form are being offered
  pursuant to dividend or interest reinvestment plans, please check the following
  box.  [ ]
  
           If any of the securities being registered on this form are to be
  offered on a delayed or continuous basis pursuant to Rule 415 under the
  Securities Act of 1933, other than securities offered only in connection with
  dividend or interest reinvestment plans, please check the following box.  [x]
                          CALCULATION OF REGISTRATION FEE
  ============================================================================================================================
                                                                        PROPOSED             PROPOSED
                                                                        MAXIMUM              MAXIMUM
                TITLE OF EACH                       AMOUNT              OFFERING            AGGREGATE
             CLASS OF SECURITIES                    TO BE              PRICE PER             OFFERING            AMOUNT OF
             TO BE REGISTERED(1)                REGISTERED(2)           UNIT(3)              PRICE(3)         REGISTRATION FEE
  - ----------------------------------------------------------------------------------------------------------------------------
  Common Stock  . . . . . . . . . . . . .          200,000               $36.25             $7,250,000             $2,500
  ============================================================================================================================
  2
  (1)    In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this registration statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein.
  (2)    In the event of a stock split, stock dividend or similar transaction
         involving Common Stock of the Company, in order to prevent dilution, the
         number of shares registered shall be automatically increased to cover
         the additional shares in accordance with Rule 416(a) under the
         Securities Act of 1933.
  (3)    Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(c), based on the last sales prices per share of the
         Common Stock on May 28, 1996.
  
                             ----------------------
  3
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed by Hancock Holding Company (the
  "Company") with the Securities and Exchange Commission ("Commission") pursuant
  to the Securities Exchange Act of 1934 ("Exchange Act") are incorporated in
  this Registration Statement by reference:
  
           (1)     the Company's Annual Report on Form 10-K for the year ended
  December 31, 1995, (including portions of the Company's Proxy Statement for the
  1996 annual meeting of shareholders stated therein to be incorporated therein
  by reference);
  
           (2)     the Company's Quarterly Report on Form 10-Q for the period
  ended March 31, 1996, filed pursuant to Section 13 of the Exchange Act; and
  
           (3)     the description of the Company's common stock, $3.33 par
  value, contained in the Company's Registration Statement on Form S-1 filed with
  the Commission on October 18, 1991, as amended (Registration Number 33-43427).
  
           All documents subsequently filed by the Company pursuant to Section
  13, 14 or 15(d) of the Exchange Act prior to the filing by the Company of a
  post-effective amendment which indicates that all securities offered hereby
  have been sold or which de-registers all securities then remaining unsold,
  shall be deemed to be incorporated by reference in this Registration Statement
  and to be a part hereof from the date of filing such documents.  Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for purposes of this
  Registration Statement to the extent that a statement contained herein or any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement.  Any such statements
  so modified or superseded shall not be deemed, except as so modified or
  superseded, to constitute a part of this Registration Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
           Not required.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Miss. Code Ann. Section  79-4-8.50 et seq. provides in part that a
  corporation may indemnify any director, officer, employee or agent of the
  corporation against expenses (including attorneys'
  
                                        II-1
  4
  fees), judgments, fines and amounts paid in settlement actually and reasonably
  incurred by him in connection with any action, suit or proceeding to which he
  is or was a party or is threatened to be made a party (including any action by
  or in the right of the corporation), if such action arises out of his acts on
  behalf of the corporation and he acted in good faith and that he reasonably
  believed that conduct in his official capacity with the corporation was in the
  corporation's best interests and that in other cases, his conduct was not
  opposed to the corporation's best interests, and, with respect to any criminal
  action or proceeding, he had no reasonable cause to believe his conduct was
  unlawful.
  
           The indemnification provisions of Miss. Code Ann. Section  79-4-8.50
  et seq. are not exclusive; however, a corporation may not indemnify any person
  who is adjudged liable to the corporation in an action by or in the right of
  the corporation or who is adjudged liable on the basis that personal benefit
  was improperly received by him.  A corporation has the power to obtain and
  maintain insurance on behalf of any person who is or was acting for the
  corporation, regardless of whether the corporation has the legal authority to
  indemnify the insured person against such liability.
  
           The Company's Articles of Incorporation and Bylaws provide for
  indemnification for directors, officers, employees and agents or former
  directors, officers, employees and agents of the Company to the full extent
  permitted by Mississippi law.
  
           The Company maintains an insurance policy covering the liability of
  its directors and officers for actions taken in their official capacity.
  
           Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Company pursuant to the foregoing provisions or otherwise, the Company
  has been advised that in the opinion of the Securities and Exchange Commission
  such indemnification is against public policy as expressed in the Securities
  Act and is, therefore, unenforceable.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
         4 .1      Amended and Restated Articles of Incorporation dated November
                   8, 1990 (filed as Exhibit 3.1 to the Registrant's Form 10-K
                   for the year ended December 31, 1990, and incorporated herein
                   by reference).
  
         4 .2      Amended and Restated Bylaws dated November 8, 1990 (filed as
                   Exhibit 3.2 to the Registrant's Form 10-K for the year ended
                   December 31, 1990, and incorporated herein by reference).
  
                                        II-2
  5
         4 .3      Articles of Amendment to the Articles of Incorporation of
                   Hancock Holding Company, dated October 16, 1991 (filed as
                   Exhibit 4.1 to the Registrant's Form 10-Q for the quarter
                   ended September 30, 1991).
  
         4 .4      Articles of Correction, filed with the Mississippi Secretary
                   of State on November 15, 1991 (filed as Exhibit 4.2 to the
                   Registrant's Form 10-Q for the quarter ended September 30,
                   1991).
  
         4 .5      Articles of Amendment to the Articles of Incorporation of
                   Hancock Holding Company, adopted February 13, 1992 (filed as
                   Exhibit 3.5 to the Registrant's Form 10-K for the year ended
                   December 31, 1992, and incorporated herein by reference).
  
         4 .6      Articles of Correction, filed with Mississippi Secretary of
                   State on March 2, 1992 (filed as Exhibit 3.6 to the
                   Registrant's Form 10-K for the year ended December 31, 1992,
                   and incorporated herein by reference).
  
         4 .7      Specimen stock certificate (reflecting change in par value
                   from $10.00 to $3.33, effective March 6, 1989) (filed as
                   Exhibit 4.1 to the Registrant's Form 10-Q for the quarter
                   ended March 31, 1989, and incorporated herein by reference).
  
         5 .1      Opinion of counsel as to the legality of the securities being
                   registered.
  
         15.1      Not applicable.
  
         23.1      Consent of Deloitte & Touche LLP.
  
         23.2      Consent of counsel (included in Exhibit 5).
  
         24.1      Power of Attorney (included on the Signature Page attached 
                   hereto).
  
           The Company will submit the Plan to the Internal Revenue Service for a
  determination that the Plan is qualified under Section 401(a) of the Internal
  Revenue Code of 1986, as amended.
  
  ITEM 9.  UNDERTAKINGS.
  
           The undersigned registrant hereby undertakes:
  
           (1)     To file, during any period in which offers of shares are being
  made, a post-effective amendment to this registration statement:
  
                   (i)      To include any prospectus required by Section
  10(a)(3) of the Securities Act of 1933;
  
                                        II-3
  6
                   (ii)     To reflect in the prospectus any facts or events
  arising after the effective date of the registration statement (or the most
  recent post-effective amendment thereof) which, individually or in the
  aggregate, represent a fundamental change in the information set forth in the
  registration statement;
  
                   (iii)    To include any material information with respect to
  the plan of distribution not previously disclosed in the registration statement
  or any material change to such information in the registration statement;
  
           (2)     That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post- effective amendment shall be deemed to
  be a new registration statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.
  
           (3)     To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
           (4)     The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act of 1933, each
  filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of
  the Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           (5)     Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will submit to
  a court of appropriate jurisdiction the question whether such indemnification
  by it is against public policy as expressed in the Act and will be governed by
  the final adjudication of such issue.
  
                                        II-4
  7
                                     SIGNATURES
  
           The Registrant.  Pursuant to the requirements of the Securities Act of
  1933, the Registrant certifies that it has reasonable grounds to believe that
  it meets all of the requirements for filing on Form S-8 and has duly caused
  this Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Gulfport, State of Mississippi, on
  this the 31st day of May 1996.
  
                                            HANCOCK HOLDING COMPANY
  
                                            By:   /s/  Leo W. Seal, Jr.          
                                                ---------------------------------
                                                  Leo W. Seal, Jr.
                                                  President
  
                                            POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears immediately below constitutes and appoints Leo W. Seal, Jr. his true
  and lawful attorney-in-fact and agent, with full power of substitution, for him
  and in his name, place and stead, in any and all capacities, to sign any and
  all amendments (including post-effective amendments) to this Registration
  Statement, and to file the same with all exhibits thereto, and other documents
  in connection therewith, with the Securities and Exchange Commission, granting
  unto said attorney-in-fact and agent full power and authority to do and perform
  each and every act and thing requisite and necessary to be done, as fully to
  all intents and purposes as he might or could do in person, hereby ratifying
  and confirming all that said attorney-in-fact and agent or his substitute or
  substitutes may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, this Registration Statement has been signed by the following persons
  in the capacities and on the dates indicated.
  Signature                                  Title                                Date
         ---------                                  -----                                ----
  /s/  Leo W. Seal, Jr.                      President and Director                    May 31, 1996
  - --------------------------------           (Principal Executive
  Leo W. Seal, Jr.                           Officer)            
                                                                 
  
  /s/  Joseph F. Boardman, Jr.               Director,                                 May 31, 1996
  - --------------------------------           Chairman of the Board
  Joseph F. Boardman, Jr.                                         
  
  /s/  Thomas W. Milner, Jr.                 Director                                  May 31, 1996
  - --------------------------------
  Thomas W. Milner, Jr.
  S-1
  8
  /s/  George A. Schloegel                   Director,                                 May 31, 1996
  - --------------------------------           Vice-Chairman of the Board
  George A. Schloegel                                                  
  
  /s/  Dr. Homer C. Moody, Jr.               Director                                  May 31, 1996
  - --------------------------------
  Dr. Homer C. Moody, Jr.
  
  /s/  James B. Estabrook, Jr.               Director                                  May 31, 1996
  - --------------------------------
  James B. Estabrook, Jr.
  
  /s/  Charles H. Johnson                    Director                                  May 31, 1996
  - --------------------------------
  Thomas W. Milner, Jr.
  
  /s/  L. A. Koenenn, Jr.                    Director                                  May 31, 1996
  - --------------------------------
  L. A. Koenenn, Jr.
  
  /s/  Victor Mavar                          Director                                  May 31, 1996
  - --------------------------------
  Victor Mavar
  
  /s/  C. Stanley Bailey                     Principal Financial                       May 31, 1996
  - --------------------------------           & Accounting Officer 
  C. Stanley Bailey
  S-2
  9
           The Plan.  Pursuant to the requirements of the Securities Act of 1933,
  the Plan Administrator has duly caused this Registration Statement to be signed
  on its behalf by the undersigned, thereunto duly authorized, in the City of
  Gulfport, State of Mississippi, on this the 31st day of May 1996.
  
                                      HANCOCK BANK, AS PLAN ADMINISTRATOR
                                      FOR HANCOCK BANK 401(k) PLAN & TRUST
  
                                      By:   /s/  Martha B. Peterman              
                                         ----------------------------------------
                                            Martha B. Peterman
                                            Vice President and Personnel Director
  
                                        S-3
  10
                                   EXHIBIT INDEX
  
    NUMBER                                   ITEM DESCRIPTION
  
         4 .1      Amended and Restated Articles of Incorporation dated November
                   8, 1990 (filed as Exhibit 3.1 to the Registrant's Form 10-K
                   for the year ended December 31, 1990, and incorporated herein
                   by reference).
  
         4 .2      Amended and Restated Bylaws dated November 8, 1990 (filed as
                   Exhibit 3.2 to the Registrant's Form 10-K for the year ended
                   December 31, 1990, and incorporated herein by reference).
  
         4 .3      Articles of Amendment to the Articles of Incorporation of
                   Hancock Holding Company, dated October 16, 1991 (filed as
                   Exhibit 4.1 to the Registrant's Form 10-Q for the quarter
                   ended September 30, 1991).
  
         4 .4      Articles of Correction, filed with the Mississippi Secretary
                   of State on November 15, 1991 (filed as Exhibit 4.2 to the
                   Registrant's Form 10-Q for the quarter ended September 30,
                   1991).
  
         4 .5      Articles of Amendment to the Articles of Incorporation of
                   Hancock Holding Company, adopted February 13, 1992 (filed as
                   Exhibit 3.5 to the Registrant's Form 10-K for the year ended
                   December 31, 1992, and incorporated herein by reference).
  
         4 .6      Articles of Correction, filed with Mississippi Secretary of
                   State on March 2, 1992 (filed as Exhibit 3.6 to the
                   Registrant's Form 10-K for the year ended December 31, 1992,
                   and incorporated herein by reference).
  
         4 .7      Specimen stock certificate (reflecting change in par value
                   from $10.00 to $3.33, effective March 6, 1989) (filed as
                   Exhibit 4.1 to the Registrant's Form 10-Q for the quarter
                   ended March 31, 1989, and incorporated herein by reference).
  
         5 .1      Opinion of counsel as to the legality of the securities being
                   registered.
  
         23.1      Consent of Deloitte & Touche LLP.
  
         23.2      Consent of counsel (included in Exhibit 5).
  
         24.1      Power of Attorney (included on the Signature Page attached
                   hereto).