SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Seals Robert A

(Last)

(First)

(Middle)

P.O. BOX 4019

(Street)

GULFPORT

39502

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/02/2009

3. Issuer Name and Ticker or Trading Symbol
HANCOCK HOLDING CO [ HBHC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Marketing/Strategic Svs

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common	32,226.7483⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Incentive Stock Option	12/21/2000	12/21/2009	Common	2,400	$12.75	D
Incentive Stock Option	01/09/2003	01/09/2012	Common	2,400	$14.5	D
Incentive Stock Option	01/06/2004	01/06/2013	Common	3,600	$22.36	D
Incentive Stock Option	01/08/2005	01/08/2014	Common	975	$27.97	D
Incentive Stock Option	01/08/2005	01/08/2014	Common	2,625	$27.97	D
Incentive Stock Option	01/13/2006	01/13/2015	Common	3,600	$31.2	D
Restricted Stock Award	01/08/2004⁽²⁾	01/08/2014	Common	300	$27.97	D
Restricted Stock Award	02/21/2005⁽³⁾	02/21/2015	Common	300	$31.23	D
Incentive Stock Option	01/18/2007	01/18/2016	Common	3,600	$39.83	D
Restricted Stock Award	01/18/2006⁽⁴⁾	01/18/2016	Common	300	$39.83	D
Incentive Stock Option	11/13/2008	11/13/2017	Common	1,763	$38.88	D
Restricted Stock Award	11/13/2007⁽⁵⁾	11/13/2017	Common	485	$38.88	D
Performance Stock Award	01/02/2008⁽⁶⁾	01/02/2018	Common	75	$36.88	D

Explanation of Responses:

1. Direct beneficial ownership includes; 6,228.7 shares held in the Company's Dividend Reinvestment Plan: 500 shares held in an IRA; 3,048.3 shares held in Mr. Seals 401-K Plan; 20,963 Incentive Stock Options, 26.7 shares held in the Company's Non-Qualified Deferred Compensation Plan; 1,385 Restricted Stock Awards and 75 Performance Stock Awards.

2. Restricted Stock Award granted on January 8, 2004 has a five year vesting schedule maturing on January 8, 2009.

3. Restricted Stock Award granted on February 21, 2005 has a five year vesting schedule maturing on February 21, 2010.

4. Restricted Stock Award granted on January 18,2006 has a five year vesting schedule maturing on January 18, 2011.

5. Restricted Stock Award granted on November 13, 2007 has a five year vesting schedule maturing on November 13, 2012.

6. Upon meeting or exceeding established performance criteria, the Performance Stock Award granted on January 2, 2008 will fully vest on February 14, 2009.

Remarks:

Initial Form (3) filing.

	Robert A. Seals	01/05/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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