UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8)
HANCOCK HOLDING COMPANY
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(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
410120-10-9
------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form which respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 410120-10-9 13G Page 2 of 6 pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hancock Bank Trust Department 64-0169065
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5. SOLE VOTING POWER
NUMBER 1,052,183.2
OF SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 974,290.2
WITH
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,052,183.2
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.5%
2. TYPE OF REPORTING PERSON *
BK
*SEE INSTRUCTION BEFORE FILLING OUT
Page 2 of 6 pages.
<PAGE>
Amendment No. 8 to Schedule 13G
Hancock Bank
Item 1(a) Name of Issuer:
Hancock Holding Company
Item 1(b) Address of Issuer's Principal Executive Offices:
One Hancock Plaza
2510 14th Street
Gulfport, MS 39501
Item 2(a) Name of Person Filing:
Hancock Bank
Item 2(b) Address of Principal Business Office or if none,
Residence:
One Hancock Plaza
2510 14th Street
Gulfport, MS 39501
Item 2(c) Citizenship:
Mississippi Bank
Item 2(d) Title of Class of Securities:
Common Stock, par value $3.33 per share
Item 2(e) Cusip Number:
410120-10-9
Item 3 If this statement is filed pursuant to Rules 13d-a(b)
or 13d-2(b), check whether the person filing is a :
(a)( ) Broker or Dealer registered under Section 15
of the Act
(b)( ) Bank as defined in Section 3(a)(6) of the
Act
(c)( ) Insurance Company as defined in Section 3(a)
(19) of the Act
Page 3 of 6
<PAGE>
(d)( ) Investment Company registered under Section
8 of the Investment Company Act
(e)( ) Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940
(f)( ) Employee Benefit Plan, Pension Fund which
is subject to the provisions of the
Employee Retirement Income Security Act of
1974 or Endowment Fund; see 240.13d-1(b)(1)
(ii)(F)
(g)( ) Parent Holding Company, in accordance with
240.13d-1(b)(ii)(G) (Note: see item 7)
(h)( ) Group, in accordance with 240.13d-1(b)(1)
(ii)(H)
Item 4 Ownership:
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month described
in Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the
following information as of that date and identify those shares which
there is a right to acquire: (a) Amount Beneficially owned:
1,052,183.2 shares
(b) Percent of Class:
9.5%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote:
1,052,183.2
Page 4 of 6
<PAGE>
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the disposition of
974,290.2
(iv) shared power to dispose or to direct the disposition of
0
Item 5 Ownership of Five percent or less of a class.
Not applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
The shares of Hancock Holding Company stock listed in Item 4 are held
by the Trust Department of Hancock Bank, as Trustee for 176 fiduciary
accounts. Hancock Bank is a wholly-owned subsidiary of Hancock Holding
Company. Within these accounts, the Trust Department of Hancock Bank
has sole voting rights on 1,052,183.2 shares and shared voting rights
on 0 shares. It has the sole right to dispose of 974,290.2 shares and
shared right to dispose of 0 shares. Hancock Bank has no right to
receive the dividends from such shares, nor does it have the power to
direct the receipt of such dividends (except in certain cases to
beneficiaries or grantors of the accounts). Hancock Bank has no right
to receive the proceeds from the sale of such securities, nor does it
have the power to direct the receipt of such proceeds ( except in
certain cases to beneficiaries or grantor of the accounts).
Item 7 Identification and Classification of the Subsidiary which Acquired
the Security being reported on by the Parent Holding company.
Not applicable
Page 5 of 6
<PAGE>
Item 8 Identification and classification of Members of Group.
Not applicable
Item 9 Notice of Dissolution of Group.
Not applicable
Item 10 Certification
Not applicable
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date February 7, 1998
/s/
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Signature
George A. Schloegel, President
Name/Title
