SECURITIES AND EXCHANGE COMMISSION

                                     WASHINGTON, DC.  20549





                                           FORM 8-K

                                       CURRENT REPORT
                           Pursuant to Section 13 or 15(d) of
                           the Securities Exchange Act of 1934


                      Date of Report (Date of earliest event reported):
                                        March 7, 2006

                                   HANCOCK HOLDING COMPANY

                 (Exact name of registrant as specified in its charter)


      Mississippi                 0-13089                  64-0169065
-------------------------    --------------------     -----------------------------
     (State or other            (Commission File         (I.R.S. Employer
     jurisdiction of               Number)                 Identification Number)
     incorporation)

                           One Hancock Plaza, 2510 14th Street,
                               Gulfport, Mississippi                 39501
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              (Address of principal executive offices)              (Zip code)

                                  (228) 868-4000
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                        (Registrant's telephone number, including area code)

INFORMATION TO BE INCLUDED IN THE REPORT

Item 8.01. Other Events.  Effective February 22, 2006, Hancock Holding
Company's (the "Company's") 1996 Long Term Incentive Plan expired by its own
terms and no grants may be made under the 1996 Long Term Incentive Plan after
that date.  Unexercised awards which are outstanding under the 1996 Long Term
Incentive Plan will continue to vest and may be exercised in accordance with
the terms thereof.  Future grants may be made under the Company's 2005 Long
Term Incentive Plan, previously approved by the Company's shareholders on
March 31, 2005, and attached as Appendix A to the Company's 2005 Proxy
Statement.

                                          SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:   March 7, 2006

                                     HANCOCK HOLDING COMPANY
                                     (Registrant)


                                     By:   /s/ Paul D. Guichet
                                        --------------------------------
                                           Paul D. Guichet
                                           Vice President
                                           Investor Relations