content: <PAGE>   1
   As filed with the Securities and Exchange Commission on September ___, 1996
                                                         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 jurisdiction of             (IRS Employer Identification Number)
  incorporation 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 HOLDING COMPANY 1996 LONG-TERM INCENTIVE PLAN
                                (Full Title of Plan)
  
           GEORGE A. SCHLOEGEL                              COPY TO:
       VICE CHAIRMAN OF THE BOARD                       JAMES R. MCILWAIN
         HANCOCK HOLDING COMPANY                         GENERAL COUNSEL
            ONE HANCOCK PLAZA                        HANCOCK HOLDING COMPANY
       GULFPORT, MISSISSIPPI 39501                      ONE HANCOCK PLAZA
             (601) 868-4000                        GULFPORT, MISSISSIPPI 39501
  (Name, address, including zip code,                    (601) 868-4000
   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 Holding Company 1996
  Long-Term Incentive Plan
  
                              --------------------
  
           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.
  
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ===========================================================================================================================
               Title of each                    Amount          Proposed maximum       Proposed maximum
            class of securities                 to be            offering price           aggregate             Amount of
             to be registered               registered(1)          per unit(2)        offering price(2)     registration fee
  - ---------------------------------------------------------------------------------------------------------------------------
  <S>                                          <C>                  <C>                  <C>                    <C>
  Common Stock .......................         500,000              $37.00               $18,500,000            $6,379.31
  ===========================================================================================================================
  </TABLE>
  
  (1)    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.
  (2)    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 September 6, 1996.
  
                              --------------------
  
  <PAGE>   2
                                     PART I.
  
  
                  INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
  
         The information called for in Part I of Form S-8 is included in a
  Prospectus dated September 4, 1996, to be distributed to persons who are
  granted awards under the plan. This information is not being filed with or
  included in this Form S-8 in accordance with the rules and regulations of the
  Securities and Exchange Commission.
  
                                     PART II.
  
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
         The following documents heretofore filed by the Hancock Holding Company
  (the "Company") (file no. 33-43427) with the Securities and Exchange Commission
  (the "Commission") are incorporated by reference herein and made a part hereof
  pursuant to the Securities Exchange Act of 1934 ("Exchange Act"):
  
         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
  June 30, 1996.  (File Number 33-43427).
  
         3.     All other documents filed by the Company pursuant to Section
  13(a) or 15(d) of the Exchange Act since December 31, 1995.
  
         4.     The description of the Company's capital stock 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 filed by the Company pursuant to Sections 13(a), 13(c), 14
  and 15(d) of the Exchange Act, after the date of this registration statement
  and prior to the filing of a post-effective amendment which indicates that all
  securities offered hereby have been sold or which deregisters all such
  securities then remaining unsold, shall be deemed to be incorporated in this
  registration statement by reference and to be a part hereof from the date of
  filing of 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 in any subsequently filed
  <PAGE>   3
  document which also is or is deemed to be incorporated by reference herein
  modifies or supersedes such statement.
  
         The Company hereby undertakes to provide without charge to each person
  who has received a copy of the prospectus to which this registration statement
  relates, upon the written or oral request of any such person, a copy of the
  Company's Annual Report to Stockholders for its last fiscal year and a copy of
  any or all the documents that have been or may be incorporated by reference
  into this registration statement, other than exhibits to such documents (unless
  such exhibits are incorporated by reference). The Company hereby further
  undertakes to deliver or cause to be delivered to all participants in the Plan
  who do not otherwise receive such material, copies of all reports, proxy
  statements and other communications distributed by the Company to its
  stockholders generally, no later than the time such materials are first sent to
  its stockholders.
  
  Item 4.  Description of Securities.
  
         Not Applicable.
  
  Item 5.  Interests of Named Experts and Counsel.
  
         The legality of the shares offered hereby has been passed upon by the
  law firm of Watkins Ludlam & Stennis, P.A., Jackson, Mississippi.
  
  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' 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.
  <PAGE>   4
         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.
  
         3.1    Amended and Restated Articles of Incorporation dated February 9,
                1989.
  
         3.2    Amended and Restated Bylaws dated November 8, 1990.
  
         3.3    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, and incorporated herein by reference).
  
         3.4    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,
                and incorporated herein by reference).
  
         3.5    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).
  
         3.6    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      Specimen stock certificate (reflecting change in par value from
                $10.00 to $3.33, effective March 6, 1989).
  
         5      Opinion of Watkins Ludlam & Stennis, P.A.
  <PAGE>   5
         23.1   Consent of Deloitte & Touche, LLP
  
         23.2   Consent of Watkins Ludlam & Stennis, P.A. (contained in Exhibit
                5)
  
         24     Power of Attorney (included on the signature page of this
                Registration Statement)
  
  Item 9.  Undertakings.
  
         5.     The Company hereby undertakes:
  
                (a)    To file, during any period in which offers or sales 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)   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;
  
                       Provided, however, that paragraphs (a)(i) and (a)(ii) do
                not apply if the Registration Statement is on Form 3, Form S-8,
                and the information required to be included in a post-effective
                amendment by those paragraphs is contained in periodic reports
                filed by the registrant pursuant to Section 13 or Section 15(d)
                of the Exchange Act that are incorporated by reference in the
                Registration Statement.
  
                (b)    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.
  
                (c)    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.
  
         6.     The Company hereby undertakes that, for the purpose of
  determining any liability under the Securities Act of 1933, each filing of the
  Company's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee
  <PAGE>   6
  benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
  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.
  
         7.     Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors and officers of the
  Company and subsidiary companies pursuant to the foregoing provisions, or
  otherwise, the Company has been advised that in the opinion of the SEC 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 Company of expenses incurred or
  paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, 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.
  <PAGE>   7
                                     SIGNATURES
  
         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 the 10th
  day of September, 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
  below constitutes and appoints Leo W.  Seal, Jr. and George A. Schloegel, and
  each or either of them, his true and lawful attorney-in-fact and agents, with
  full power of substitution and resubstitution, 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 agents, and each of them, full power and authority to do
  and perform each and every act and thing requisite or necessary to be done in
  and about the premises, as fully to all intents and purposes as he might or
  could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents or any of them, or their 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, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  
  <TABLE>
  <CAPTION>
                Signature                   Title                      Date
                ---------                   -----                      ----
  <S>                               <C>                         <C>
  
  /s/ LEO W. SEAL, JR.              President and Director      September 10, 1996
  - -----------------------------     (Principal Executive                            
  Leo W. Seal, Jr.                  Officer)            
                                                        
  </TABLE>
  <PAGE>   8
  <TABLE>
  <S>                               <C>                         <C>
  /s/ JOSEPH F. BOARDMAN, JR.       Director, Chairman of       September 10, 1996
  - -----------------------------     the Board
  Joseph F. Boardman, Jr.           
  
  
                                    Director                    September ____, 1996
  - -----------------------------     
  Thomas W. Milner, Jr.
  
  
  /s/ GEORGE A. SCHLOEGEL           Director                    September 10, 1996
  - -----------------------------     Vice-Chairman of the
  George A. Schloegel               Board
  
  
  /s/ DR. HOMER C. MOODY, JR.       Director                    September 10, 1996
  - -----------------------------     
  Dr. Homer C. Moody, Jr.
  
  
                                    Director                    September ____, 1996
  - -----------------------------     
  James B. Estabrook, Jr.
  
  
  /s/ CHARLES H. JOHNSON            Director                    September 10, 1996
  - -----------------------------     
  Charles H. Johnson
  
  
                                    Director                    September ____, 1996
  - -----------------------------     
  L. A. Koenenn, Jr.
  
  
                                    Director                    September ____, 1996
  - -----------------------------     
  Victor Mavar
  
  
  /s/ C. STANLEY BAILEY             Principal Financial         September 5, 1996
  - -----------------------------     & Accounting Officer
  C. Stanley Bailey                 
  </TABLE>
  <PAGE>   9
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
    NUMBER                              ITEM DESCRIPTION
  <S>           <C>
     3.1        Amended and Restated Articles of Incorporation dated February 9,
                1989.
  
     3.2        Amended and Restated Bylaws dated November 8, 1990.
  
     3.3        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, and incorporated herein by reference).
  
     3.4        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,
                and incorporated herein by reference).
  
     3.5        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).
  
     3.6        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          Specimen stock certificate (reflecting change in par value from
                $10.00 to $3.33, effective March 6, 1989).
  
     5          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         Power of Attorney (included on the Signature Page attached
                hereto).
  </TABLE>
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text: 1
   As filed with the Securities and Exchange Commission on September ___, 1996
                                                         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 jurisdiction of             (IRS Employer Identification Number)
  incorporation 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 HOLDING COMPANY 1996 LONG-TERM INCENTIVE PLAN
                                (Full Title of Plan)
  
           GEORGE A. SCHLOEGEL                              COPY TO:
       VICE CHAIRMAN OF THE BOARD                       JAMES R. MCILWAIN
         HANCOCK HOLDING COMPANY                         GENERAL COUNSEL
            ONE HANCOCK PLAZA                        HANCOCK HOLDING COMPANY
       GULFPORT, MISSISSIPPI 39501                      ONE HANCOCK PLAZA
             (601) 868-4000                        GULFPORT, MISSISSIPPI 39501
  (Name, address, including zip code,                    (601) 868-4000
   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 Holding Company 1996
  Long-Term Incentive Plan
  
                              --------------------
  
           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.
  
                          CALCULATION OF REGISTRATION FEE
  ===========================================================================================================================
               Title of each                    Amount          Proposed maximum       Proposed maximum
            class of securities                 to be            offering price           aggregate             Amount of
             to be registered               registered(1)          per unit(2)        offering price(2)     registration fee
  - ---------------------------------------------------------------------------------------------------------------------------
  Common Stock .......................         500,000              $37.00               $18,500,000            $6,379.31
  ===========================================================================================================================
  (1)    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.
  (2)    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 September 6, 1996.
  
                              --------------------
  2
                                     PART I.
  
                  INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
  
         The information called for in Part I of Form S-8 is included in a
  Prospectus dated September 4, 1996, to be distributed to persons who are
  granted awards under the plan. This information is not being filed with or
  included in this Form S-8 in accordance with the rules and regulations of the
  Securities and Exchange Commission.
  
                                     PART II.
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
         The following documents heretofore filed by the Hancock Holding Company
  (the "Company") (file no. 33-43427) with the Securities and Exchange Commission
  (the "Commission") are incorporated by reference herein and made a part hereof
  pursuant to the Securities Exchange Act of 1934 ("Exchange Act"):
  
         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
  June 30, 1996.  (File Number 33-43427).
  
         3.     All other documents filed by the Company pursuant to Section
  13(a) or 15(d) of the Exchange Act since December 31, 1995.
  
         4.     The description of the Company's capital stock 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 filed by the Company pursuant to Sections 13(a), 13(c), 14
  and 15(d) of the Exchange Act, after the date of this registration statement
  and prior to the filing of a post-effective amendment which indicates that all
  securities offered hereby have been sold or which deregisters all such
  securities then remaining unsold, shall be deemed to be incorporated in this
  registration statement by reference and to be a part hereof from the date of
  filing of 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 in any subsequently filed
  3
  document which also is or is deemed to be incorporated by reference herein
  modifies or supersedes such statement.
  
         The Company hereby undertakes to provide without charge to each person
  who has received a copy of the prospectus to which this registration statement
  relates, upon the written or oral request of any such person, a copy of the
  Company's Annual Report to Stockholders for its last fiscal year and a copy of
  any or all the documents that have been or may be incorporated by reference
  into this registration statement, other than exhibits to such documents (unless
  such exhibits are incorporated by reference). The Company hereby further
  undertakes to deliver or cause to be delivered to all participants in the Plan
  who do not otherwise receive such material, copies of all reports, proxy
  statements and other communications distributed by the Company to its
  stockholders generally, no later than the time such materials are first sent to
  its stockholders.
  
  Item 4.  Description of Securities.
  
         Not Applicable.
  
  Item 5.  Interests of Named Experts and Counsel.
  
         The legality of the shares offered hereby has been passed upon by the
  law firm of Watkins Ludlam & Stennis, P.A., Jackson, Mississippi.
  
  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' 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.
  4
         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.
  
         3.1    Amended and Restated Articles of Incorporation dated February 9,
                1989.
  
         3.2    Amended and Restated Bylaws dated November 8, 1990.
  
         3.3    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, and incorporated herein by reference).
  
         3.4    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,
                and incorporated herein by reference).
  
         3.5    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).
  
         3.6    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      Specimen stock certificate (reflecting change in par value from
                $10.00 to $3.33, effective March 6, 1989).
  
         5      Opinion of Watkins Ludlam & Stennis, P.A.
  5
         23.1   Consent of Deloitte & Touche, LLP
  
         23.2   Consent of Watkins Ludlam & Stennis, P.A. (contained in Exhibit
                5)
  
         24     Power of Attorney (included on the signature page of this
                Registration Statement)
  
  Item 9.  Undertakings.
  
         5.     The Company hereby undertakes:
  
                (a)    To file, during any period in which offers or sales 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)   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;
  
                       Provided, however, that paragraphs (a)(i) and (a)(ii) do
                not apply if the Registration Statement is on Form 3, Form S-8,
                and the information required to be included in a post-effective
                amendment by those paragraphs is contained in periodic reports
                filed by the registrant pursuant to Section 13 or Section 15(d)
                of the Exchange Act that are incorporated by reference in the
                Registration Statement.
  
                (b)    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.
  
                (c)    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.
  
         6.     The Company hereby undertakes that, for the purpose of
  determining any liability under the Securities Act of 1933, each filing of the
  Company's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee
  6
  benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
  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.
  
         7.     Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors and officers of the
  Company and subsidiary companies pursuant to the foregoing provisions, or
  otherwise, the Company has been advised that in the opinion of the SEC 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 Company of expenses incurred or
  paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, 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.
  7
                                     SIGNATURES
  
         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 the 10th
  day of September, 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
  below constitutes and appoints Leo W.  Seal, Jr. and George A. Schloegel, and
  each or either of them, his true and lawful attorney-in-fact and agents, with
  full power of substitution and resubstitution, 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 agents, and each of them, full power and authority to do
  and perform each and every act and thing requisite or necessary to be done in
  and about the premises, as fully to all intents and purposes as he might or
  could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents or any of them, or their 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, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  Signature                   Title                      Date
                ---------                   -----                      ----
  /s/ LEO W. SEAL, JR.              President and Director      September 10, 1996
  - -----------------------------     (Principal Executive                            
  Leo W. Seal, Jr.                  Officer)
  8
  /s/ JOSEPH F. BOARDMAN, JR.       Director, Chairman of       September 10, 1996
  - -----------------------------     the Board
  Joseph F. Boardman, Jr.           
  
                                    Director                    September ____, 1996
  - -----------------------------     
  Thomas W. Milner, Jr.
  
  /s/ GEORGE A. SCHLOEGEL           Director                    September 10, 1996
  - -----------------------------     Vice-Chairman of the
  George A. Schloegel               Board
  
  /s/ DR. HOMER C. MOODY, JR.       Director                    September 10, 1996
  - -----------------------------     
  Dr. Homer C. Moody, Jr.
  
                                    Director                    September ____, 1996
  - -----------------------------     
  James B. Estabrook, Jr.
  
  /s/ CHARLES H. JOHNSON            Director                    September 10, 1996
  - -----------------------------     
  Charles H. Johnson
  
                                    Director                    September ____, 1996
  - -----------------------------     
  L. A. Koenenn, Jr.
  
                                    Director                    September ____, 1996
  - -----------------------------     
  Victor Mavar
  
  /s/ C. STANLEY BAILEY             Principal Financial         September 5, 1996
  - -----------------------------     & Accounting Officer
  C. Stanley Bailey
  9
                                   EXHIBIT INDEX
  NUMBER                              ITEM DESCRIPTION
  3.1        Amended and Restated Articles of Incorporation dated February 9,
                1989.
  
     3.2        Amended and Restated Bylaws dated November 8, 1990.
  
     3.3        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, and incorporated herein by reference).
  
     3.4        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,
                and incorporated herein by reference).
  
     3.5        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).
  
     3.6        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          Specimen stock certificate (reflecting change in par value from
                $10.00 to $3.33, effective March 6, 1989).
  
     5          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         Power of Attorney (included on the Signature Page attached
                hereto).