As filed with the Securities and Exchange Commission on June 6, 2011

Registration No. 333− 171882

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1
to
FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HANCOCK HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Approximate Date of Commencement of Proposed Sale of the Securities to the Public:  The merger of Whitney Holding Corporation with and into Hancock Holding Company was consummated effective June 4, 2011.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement

 for the same offering ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering ¨ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x                                                                                                                                                                                                                         Accelerated filer ¨
Non-accelerated filer   ¨                                                                                                                                                                                                         Smaller reporting company¨

EXPLANATORY NOTE

This post–effective Amendment No. 1 to Hancock Holding Company’s Registration Statement on Form S–4 (Registration No. 333-171882) originally filed with the Securities and Exchange Commission on January 26, 2011 (as amended by Amendment No. 1, filed March 3, 2011, Amendment No. 2, filed March 25, 2011, and Amendment No. 3, filed March 31, 2011), is being filed for the sole purpose of amending the exhibit index to include Exhibits No. 8.3, 8.4, 23.12 and 23.13 filed herewith.

23.3        Consent of Terence E. Hall.*

23.4        Consent of R. King Milling.*

23.5        Consent of Eric J. Nickelsen.*

23.6        Consent of PricewaterhouseCoopers LLP. *

23.7        Consent of PricewaterhouseCoopers LLP. *

23.8        Consent of KPMG LLP. *

23.9        Consent of Watkins Ludlam Winter & Stennis, P.A. (included in Exhibit 5).*

23.10      Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 8.1).*

23.11      Consent of Alston & Bird LLP (included in Exhibit 8.2).*

23.12      Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 8.3).

23.13      Consent of Alston & Bird LLP (included in Exhibit 8.4).

24           Power of Attorney of Hancock Holding Company.*

99.1        Form of Proxy of Whitney Holding Corporation.*

99.2        Form of Proxy of Hancock Holding Company.*

99.3        Consent of J.P. Morgan Securities LLC.*

99.4        Consent of Morgan Stanley & Co. Incorporated.*

______________

* Previously filed.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

                                      HANCOCK HOLDING COMPANY

By:    /S/ CARL J. CHANEY                                                       
Carl J. Chaney

President & Chief Executive Officer

Director

By:    /S/ JOHN M. HAIRSTON                                                 

John M. Hairston

Chief Executive Officer & Chief Operating Officer

Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.