<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
Certification and Notice of Termination of Registration under Section 12(g)
of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports
Under Sections 13 and 15(d) of the Securities Exchange Act of 1934
Commission File No. 000-10898
MERCHANTS CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
820 South Street
Vicksburg, Mississippi 39180
(601) 636-3752
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)
Common Stock, $5.00 par value
(Title of each class of securities covered by this Form)
None
(Titles of all other classes of securities for which a duty to file
reports under section 13(a) or 15(d) remains)
Place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or
suspend the duty to file reports:
Rule 12g-4(a)(1)(i) [X] Rule 12h-3(b)(1)(ii) [ ]
Rule 12g-4(a)(1)(ii) [ ] Rule 12h-3(b)(2)(i) [ ]
Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(2)(ii) [ ]
Rule 12g-4(a)(2)(ii) [ ] Rule 15d-6 [ ]
Rule 12h-3(b)(1)(i) [ ]
Approximate number of holders of record as of the certification or notice
date: None
Pursuant to the requirements of the Securities Exchange Act of 1934,
BancorpSouth, Inc., which Merchants Capital Corporation merged with and into,
has caused this certification/notice to be signed on its behalf by the
undersigned duly authorized person.
Dated: February 12, 1999 BANCORPSOUTH, INC.
By: /s/ Cathy S. Freeman
--------------------------------------
Cathy S. Freeman
Vice President and Corporate Secretary