content: <PAGE>   1
       As filed with the Securities and Exchange Commission on June 28, 1996
                                                    Registration No. 333-_________
  ================================================================================
  
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                                        
                                     FORM S-8
                              REGISTRATION STATEMENT
                                      Under
                            THE SECURITIES ACT OF 1933
                                        
                              Trustmark Corporation
              (Exact name of registrant as specified in its charter)
                                        
  
      Mississippi                                                 64-0471500
  (State or other jurisdiction of                (IRS Employer Identification No.)
  incorporation or organization)
                                        
                248 E. Capitol Street, Jackson, Mississippi  39201
             (Address of principal executive offices)     (Zip Code)
                                        
                   Trustmark National Bank Profit Sharing Plan
                             (full title of the plan)
                                        
                                  LOUIS E. GREER
                                    Controller
                             Trustmark National Bank
                              248 E. Capitol Street
                                Jackson, MS  39201
                      (601) 949-2310   Fax:  (601) 949-6871
                                        
             (Name, address including zip code and telephone number,
                    including area code, of agent for service)
  
                         Copies of all correspondence to:
                                        
                               Robert D. Drinkwater
                     Brunini, Grantham, Grower & Hewes, PLLC
                              Post Office Drawer 119
                                Jackson, MS  39205
                      (601) 948-3101   Fax:  (601) 960-6902
  
                         CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  =================================================================================================
                                               Proposed           Proposed
  Title of                                     maximum            maximum
  securities              Amount               offering           aggregate            Amount of
  to be                   to be                price              offering             registra-
  registered(1)           registered           per share          price                tion fee(2)
  - -------------------------------------------------------------------------------------------------
  <S>                     <C>                  <C>                <C>                  <C>
  Common Stock            250,000              $22.125            $5,531,250           $1,908
  $0.00 par value
  per share
  =================================================================================================
  </TABLE>
  
  
  Includes an estimated number of Trustmark Corporation ("Trustmark") shares to
  be acquired in the near future by employees of Trustmark National Bank
  ("Trustmark Bank") under the Trustmark National Bank Profit Sharing Plan (the
  "Plan").
  
  (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
  registration statement also covers an indeterminate amount of interests to be
  offered pursuant to the Plan.
  
  ================================================================================
  <PAGE>   2
  (2) Registration Fee has been calculated in accordance with Rule 457(h) under
  the Securities Act of 1933 and is based upon the average of the high and low
  prices for Trustmark's shares reported on the NASDAQ System on June 24, 1996.
  
  Approximate date of commencement of proposed sale to the public:  As soon as
  practicable after this Registration Statement becomes effective.
  
  If any securities being registered on this form are to be offered on a delayed
  or continuous basis pursuant to Rule 415 under the Securities Act of 1933,
  check the following box.     [x]
  
                                      PART I
                                        
               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  Plan Information.
  
  The documents containing the information specified in Form S-8, Item 1,  will
  be sent or given to participants in the Plan as specified by Rule 428(b) (1).
  In accordance with the rules and regulations of the Securities and Exchange
  Commission (the "Commission") and the instructions to Form S-8, such documents
  are not being filed with the Commission either as part of this Registration
  Statement or as a prospectus or prospectus supplement pursuant to Rule 424.
  
  Item 2.  Registrant Information and Employee Plan Annual Information.
  
  The statement containing the information specified in Form S-8, Item 2, will be
  sent or given to participants as specified.
  
                                     PART II
                                        
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           The following documents filed with the Commission are incorporated by
  reference in this Registration Statement:
  
  (a)  The Annual Report of Trustmark on Form 10-K for the fiscal year ended
  December 31, 1995.
  
  (b)  The Plan's Annual Report on Form 11-K for the fiscal year ended December
  31, 1995.
  
  (c)  All reports  filed with the Commission by Trustmark since December 31,
  1995 or subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of
  the Securities Exchange Act of 1934, prior to the filing of a post-effective
  amendment which indicates that all securities offered herein have been sold or
  which deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part
  hereof from the date of filing of such documents.
  
  (d)  The section entitled "Description of Registrant's Securities to be
  Registered" contained in the Registrant's Registration Statement, and all
  amendments thereto, filed pursuant to Section 12(g) of the Securities Exchange
  Act of 1934.
  
  Item 4.  Description of Securities.
  
           Not applicable.
  
  Item 5.  Interest of Named Experts and Counsel.
  
  
  
  
  
                                         2
  <PAGE>   3
           No expert or counsel was employed on a contingent basis or has
  received or is to receive any direct or indirect substantial interest in
  Trustmark or any subsidiary thereof in connection with this offering.
  
  Item 6.  Indemnification of Directors and Officers.
  
           Pursuant to Article VI, Section 2, of the bylaws of Trustmark, the
  corporation may indemnify or reimburse the expenses of any person against all
  reasonable expenses incurred in connection with any litigation or proceeding in
  which such person may have been involved because he is or was a director
  (including honorary or advisory directors) officer or employee of the
  corporation or of any other firm, corporation or organization which he served
  in any such capacity at the request of the corporation.  Provided, such person
  shall have no right to indemnification or reimbursement in relation to any
  matters in which he is finally adjudged to have been guilty of or liable for
  negligence or willful misconduct in the performance of his duties; and,
  provided further, that no person shall be so indemnified or reimbursed in
  relation to any administrative proceeding or action instituted by any
  appropriate bank regulatory agency which proceeding or action results in a
  final order assessing civil monetary penalties or requiring affirmative action
  by an individual or individuals in the form of payments to the corporation.
  
           In addition, pursuant to the Mississippi Business Corporation Act,
  directors and officers are entitled to indemnification in certain events as
  summarized below:
  
  Section  79-4-8.50.  SUBARTICLE DEFINITIONS.
  
           In this subarticle:
  
                   (1)      "Corporation" includes any domestic or foreign
           predecessor entity of a corporation in a merger or other transaction
           in which the predecessor's existence ceased upon consummation of the
           transaction.
  
                   (2)      "Director" means an individual who is or was a
           director of a corporation or an individual who, while a director of a
           corporation, is or was serving at the corporation's request as a
           director, officer, partner, trustee, employee or agent of another
           foreign or domestic corporation, partnership, joint venture, trust,
           employee benefit plan or other enterprise.  A director is considered
           to be serving an employee benefit plan at the corporation's request if
           his duties to the corporation also impose duties on, or otherwise
           involve services by, him to the plan or to participants in or
           beneficiaries of the plan.  "Director" includes, unless the context
           requires otherwise, the estate or personal representative of a
           director.
  
                   (3)      "Expenses" include counsel fees.
  
                   (4)      "Liability" means the obligation to pay a judgment,
           settlement, penalty, fine (including an excise tax assessed with
           respect to an employee benefit plan), or reasonable expenses incurred
           with respect to a proceeding.
  
                   (5)      "Official capacity" means:  (i) when used with
           respect to a director, the office of director in a corporation; and
           (ii) when used with respect to an individual other than a director as
           contemplated in Section  79-4-8.56, the office in a corporation held
           by the officer or the employment or agency relationship undertaken by
           the employee or agent on behalf of the corporation.  "Official
           capacity" does not include service for any other foreign or domestic
           corporation or any partnership, joint venture, trust, employee benefit
           plan or other enterprise.
  
  
  
  
  
                                         3
  <PAGE>   4
                   (6)      "Party" includes an individual who was, is, or is
           threatened to be made a named defendant or respondent in a proceeding.
  
                   (7)      "Proceeding" means any threatened, pending, or
           completed action, suit or proceeding, whether civil, criminal,
           administrative or investigative and whether formal or informal.
  
  Section  79-4-8.51.       AUTHORITY TO INDEMNIFY.
  
           (a)     Except as provided in subsection (d), a corporation may
                   indemnify an individual made a party to a proceeding because
                   he is or was a director against liability incurred in the
                   proceeding if:
  
                   (1)      He conducted himself in good faith; and
  
                   (2)      He reasonably believed:
  
                            (i)     In the case of conduct in his official
                   capacity with the corporation, that his conduct was in its
                   best interest; and
  
                            (ii)    In all other cases, that his conduct was at
                   least not opposed to its best interests; and
  
                   (3)      In the case of any criminal proceeding, he had no
                   reasonable cause to believe his conduct was unlawful.
  
           (b)     A director's conduct with respect to an employee benefit plan
           for a purpose he reasonably believed to be in the interest of the
           participants in and beneficiaries of the plan is conduct that
           satisfies the requirement of subsection (a)(2)(ii).
  
           (c)     The termination of a proceeding by judgment, order,
           settlement, conviction or upon a plea of nolo contendere or its
           equivalent is not, of itself, determinative that the director did not
           meet the standard of conduct described in this section.
  
           (d)     A corporation may not indemnify a director under this section:
  
                   (1)      In connection with a proceeding by or in the right of
                   the corporation in which the director was adjudged liable to
                   the corporation; or
  
                   (2)      In connection with any other proceeding charging
                   improper personal benefit to him, whether or not involving
                   action in his official capacity, in which he was adjudged
                   liable on the basis that personal benefit was improperly
                   received by him.
  
           (e)     Indemnification permitted under this section in connection
           with a proceeding by or in the right of the corporation is limited to
           reasonable expenses incurred in connection with the proceeding.
  
  Section  79-4-8.52.  MANDATORY INDEMNIFICATION.
  
           Unless limited by its articles of incorporation, a corporation shall
  indemnify a director who was wholly successful, on the merits or otherwise, in
  the defense of any proceeding to which he was a party because he is or was a
  director of the corporation against reasonable expenses incurred by him in
  connection with the proceeding.
  
  Section  79-4-8.53.  ADVANCE FOR EXPENSES.
  
           (a)     A corporation may pay for or reimburse the reasonable expenses
  
  
  
  
  
                                         4
  <PAGE>   5
  incurred by a director who is a party to a proceeding in advance of final
  disposition of the proceeding if:
  
                   (1)      The director furnishes the corporation a written
                   affirmation of his good faith belief that he has met the
                   standard of conduct described in Section  79-4-8.51;
  
                   (2)      The director furnishes the corporation a written
                   undertaking, executed personally or on his behalf, to repay
                   the advance if it is ultimately determined that he did not
                   meet the standard of conduct; and
  
                   (3)      A determination is made that the facts then known to
                   those making the determination would not preclude
                   indemnification under this subarticle.
  
           (b)     The undertaking required by subsection (a)(2) must be an
  unlimited general obligation of the director but need not be secured and may be
  accepted without reference to financial ability to make repayment.
  
           (c)     Determinations and authorizations of payments under this
  section shall be made in the manner specified in Section  79-4-8.55.
  
  Section  79-4-8.54.  COURT ORDERED INDEMNIFICATION.
  
           Unless a corporation's articles of incorporation provide otherwise, a
  director of the corporation who is a party to a proceeding may apply for
  indemnification to the court conducting the proceeding or to another court of
  competent jurisdiction.  On receipt of an application, the court after giving
  any notice the court considers necessary may order indemnification if it
  determines:
  
                   (1)      The director is entitled to mandatory indemnification
                   under Section  79-4-8.52, in which case the court shall also
                   order the corporation to pay the director's reasonable
                   expenses incurred to obtain court-ordered indemnification; or
  
                   (2)      The director is fairly and reasonably entitled to
                   indemnification in view of all the relevant circumstances,
                   whether or not he met the standard of conduct set forth in
                   Section  79-4-8.51 or was adjudged liable as described in
                   Section  79-4-8.51(d), but if he was adjudged so liable his
                   indemnification is limited to reasonable expenses incurred.
  
  Section  79-4-8.55.  DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.
  
           (a)     A corporation may not indemnify a director under Section
  79-4-8.51 unless authorized in the specific case after a determination has been
  made that indemnification of the director is permissible in the circumstances
  because he has met the standard of conduct set forth in Section  79-4-8.51.
  
           (b)     The determination shall be made:
  
                   (1)      By the board of directors by majority vote of a
                   quorum consisting of directors not at the time parties to the
                   proceeding;
  
                   (2)      If a quorum cannot be obtained under subdivision (1),
                   by majority vote of a committee duly designated by the board
                   of directors (in which designation directors who are parties
                   may participate), consisting solely of two (2) or more
                   directors not at the time parties to the proceeding;
  
                   (3)      By special legal counsel:
  
  
  
  
  
                                         5
  <PAGE>   6
                                    (i)      Selected by the board of directors
                            of its committee in the manner prescribed in
                            subdivision (1) or (2); or
  
                                    (ii)     If a quorum of the board of
                            directors cannot be obtained under subdivision (1)
                            and a committee cannot be designated under
                            subdivision (2), selected by a majority vote of the
                            full board of directors (in which selection directors
                            who are parties may participate); or
  
                   (4)      By the shareholders, but shares owned by or voted
                   under the control of directors who are at the time parties to
                   the proceeding may not be voted on the determination.
  
           (c)     Authorization of indemnification and evaluation as to
  reasonableness of expenses shall be made in the same manner as the
  determination that indemnification is permissible, except that if the
  determination is made by special legal counsel, authorization of
  indemnification and evaluation as to reasonableness of expenses shall be made
  by those entitled under subsection (b)(3) to select counsel.
  
  Section  79-4-8.56.  INDEMNIFICATION OF OFFICERS, EMPLOYEES AND AGENTS.
  
           Unless a corporation's articles of incorporation provide otherwise:
  
           (1)     An officer of the corporation who is not a director is
  entitled to mandatory indemnification under Section  79-4-8.52, and is entitled
  to apply for court-ordered indemnification under Section  79-4-8.54, in each
  case to the same extent as a director;
  
           (2)     The corporation may indemnify and advance expenses under this
  subarticle to an officer, employee or agent of the corporation who is not a
  director to the same extent as to a director; and
  
           (3)     A corporation may also indemnify and advance expenses to an
  officer, employee or agent who is not a director to the extent, consistent with
  public policy, that may be provided by its articles of incorporation, bylaws,
  general or specific action of its board of directors or contract.
  
  Section  79-4-8.57.  INSURANCE.
  
           A corporation may purchase and maintain insurance on behalf of an
  individual who is or was a director, officer, employee or agent of the
  corporation, or who, while a director, officer, employee or agent of the
  corporation, is or was serving at the request of the corporation as a director,
  officer, partner, trustee, employee or agent of another foreign or domestic
  corporation, partnership, joint venture, trust, employee benefit plan or other
  enterprise against liability asserted against or incurred by him in that
  capacity or arising from his status as a director, officer, employee or agent,
  whether or not the corporation would have power to indemnify him against the
  same liability under Section  79-4- 8.51 or 79-4-8.52.
  
  Section  79-4-8.58.  APPLICATION OF ARTICLE.
  
           (a)     Unless the articles of incorporation or bylaws provide
  otherwise, any authorization of indemnification in the articles of
  incorporation or bylaws shall not be deemed to prevent the corporation from
  providing the indemnification permitted or mandated by this subarticle.
  
           (b)     Any corporation shall have power to make any further
  indemnity, including advance of expenses, to and to enter contracts of
  indemnity with any director, officer, employee or agent that may be authorized
  by the articles of
  
  
  
  
  
                                         6
  <PAGE>   7
  incorporation or any bylaw made by the shareholders or any resolution adopted,
  before or after the event, by the shareholders, except an indemnity against his
  gross negligence or willful misconduct.  Unless the articles of incorporation,
  or any such bylaws or resolution provide otherwise, any determination as to any
  further indemnity shall be made in accordance with subsection (b) of Section
  79-4-8.55.  Each such indemnity may continue as to a person who has ceased to
  have the capacity referred to above and may inure to the benefit of the heirs,
  executors and administrators of such person.
  
           (c)     This subarticle does not limit a corporation's power to pay or
  reimburse expenses incurred by a director in connection with his appearance as
  a witness in a proceeding at a time when he has not been made a named defendant
  or respondent to the proceeding.
  
  Item 7.  Exemption from Registration Claimed.
  
           Not applicable.
  
  Item 8.  Exhibits.
  
  Exhibit No.  Description of Exhibit
  
     4.1.      Profit Sharing Plan, dated as of January 1, 1989, and Amendments
               No. 1, 2 and 3, thereto. The Registrant represents and undertakes
               that the Plan and all amendments thereto (including future
               amendments) have been, or will be, as the case may be, submitted
               to the Internal Revenue Service ("IRS") in a timely manner and has
               made and will make all changes required by the IRS in order to
               qualify the Plan.
  
     23.1.     Consent of Arthur Andersen LLP
  
     23.2.     Consent of Arthur Andersen LLP
  
  Item 9.  Undertakings.
  
  (a)      The undersigned Registrant hereby undertakes:
  
           (1)  To file, during any period in which offers or sales are being
           made, a post-effective amendment to this Registration Statement:
  
            (i)      To include any prospectus required by Section 10(a) (3) of
           the Securities Act of 1933;
  
            (ii)     To reflect in the prospectus any facts or events arising
           after the effective date of this Registration Statement (or the most
           recent post-effective amendment thereof) which, individually or in the
           aggregate, represents a fundamental change in the information set
           forth in this Registration Statement;
  
            (iii)    To include any material information with respect to the plan
           of distribution not previously disclosed in this Registration
           Statement or any material change to such information in this
           Registration Statement;
  
           Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
  apply if the Registration Statement is on Form S-3 or Form S-8 and the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the Registrant pursuant to
  section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that are
  incorporated by reference in the Registration Statement.
  
           (2)       That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post- effective amendment shall be deemed to
  be a new Registration Statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the initial
  bona
  
  
  
  
  
                                         7
  <PAGE>   8
  fide offering thereof.
  
           (3)       To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
  (b)      The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
  Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
  plan's annual report pursuant to section 15(d) of the Securities Exchange Act
  of 1934) that is incorporated by reference in this Registration Statement shall
  be deemed to be a new Registration Statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed to be
  the initial bona fide offering thereof.
  
  (c)      Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers, and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is unenforceable.  In the event that a
  claim for indemnification against such liabilities (other than the payment by
  the Registrant of expenses incurred or paid by a director, officer, or
  controlling person connected with the securities being registered) the
  Registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Act and will be governed by the final adjudication of such
  issue.
  
  SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Jackson and State of Mississippi on the 26th day of
  June, 1996.
  
                                             TRUSTMARK CORPORATION
  
  
                                             /s/Frank R. Day
                                             -----------------------------------
                                             By: Frank R. Day
                                             Chairman of the Board,
                                             President and
                                             Chief Executive Officer
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities and on the
  date indicated.
  
  <TABLE>
  <CAPTION>
  Signature                                          Title                                         Date
  <S>                                                <C>
  /s/Frank R. Day                                    Chairman of the Board                         6/26/96        
  - --------------------------                                                                      ---------
  Frank R. Day, President and                                                        
  Chief Executive Officer                                                            
  (Principal Executive Officer)                                                      
                                                                                     
  /s/Gerard R. Host                                  Treasurer                                     6/26/96        
  - --------------------------                                                                      ---------
  Gerard R. Host, Treasurer                                                          
  (Principal Financial and                                                           
  Accounting Officer)                                                                
  </TABLE>
  
  
  
  
  
                                         8
  <PAGE>   9
  <TABLE>
  <CAPTION>
  Signature                                          Title                                         Date
  - ---------                                          -----                                         ----
  <S>                                                <C>
  /s/J. Kelly Allgood                                Director                                      6/27/96                        
  - -------------------------                                                                       ---------
  J. Kelly Allgood                                                                                
                                                                                                  
                                                                                                  
  /s/Reuben V. Anderson                              Director                                      6/28/96        
  - -------------------------                                                                       ---------
  Reuben V. Anderson                                                                              
                                                                                                  
                                                                                                  
                                                     Director                                              
  - -------------------------                                                                       ---------
  John L. Black, Jr.                                                                              
                                                                                                  
                                                                                                  
                                                     Director                                              
  - --------------------------                                                                      ---------
  Harry H. Bush                                                                                   
                                                                                                  
                                                                                                  
                                                     Director                                              
  - --------------------------                                                                      ---------
  Robert P. Cooke III                                                                             
                                                                                                  
                                                                                                  
  /s/Frank R. Day                                    Chairman of the Board                         6/26/96        
  - --------------------------                                                                      ---------
  Frank R. Day                                                                                    
                                                                                                  
                                                                                                  
  /s/William C. Deviney, Jr.                         Director                                      6/28/96        
  - --------------------------                                                                      ---------
  William C. Deviney, Jr.                                                                         
                                                                                                  
                                                                                                  
  /s/D.G. Fountain, Jr                               Director                                      6/28/96        
  - --------------------------                                                                      ---------
  D.G. Fountain, Jr.                                                                              
                                                                                                  
                                                                                                  
                                                     Director                                              
  - --------------------------                                                                      ---------
  C. Gerald Garnett                                                                               
                                                                                                  
                                                                                                  
  /s/Matthew L. Holleman III                         Director                                      6/28/96        
  - --------------------------                                                                      ---------
  Matthew L. Holleman III                                                                         
                                                                                                  
                                                                                                  
                                                     Director                                              
  - --------------------------                                                                      ---------
  Fred A. Jones                                                                                   
                                                                                                  
                                                                                                  
  /s/T.H. Kendall III                                Director                                      6/27/96        
  - --------------------------                                                                      ---------
  T.H. Kendall III                                                                                
                                                                                                  
                                                                                                  
                                                     Director                                              
  - --------------------------                                                                      ---------
  Larry L. Lambiotte                                                                              
                                                                                                  
                                                                                                  
                                                     Director                                              
  - --------------------------                                                                      ---------
  Robert V. Massengill                                                                            
                                                                                                  
                                                                                                  
  /s/Donald E. Meiners                               Director                                      6/27/96        
  - --------------------------                                                                      ---------
  Donald E. Meiners                                                                               
                                                                                                  
                                                                                                  
  /s/William Neville III                             Director                                      6/26/96        
  - --------------------------                                                                      ---------
  William Neville III                                                                             
                                                                                                  
                                                                                                  
  /s/Richard H. Puckett                              Director                                      6/28/96        
  - --------------------------                                                                      ---------
  Richard H. Puckett                                                                              
                                                                                                  
                                                                                                  
  /s/Charles W. Renfrow                              Director                                      6/27/96        
  - --------------------------                                                                      ---------
  Charles W. Renfrow                                                                              
                                                                                                  
                                                                                                  
                                                     Director                                              
  - --------------------------                                                                      ---------
  Clyda S. Rent                                                                                   
                                                                                                  
                                                                                                  
                                                     Director                                              
  - --------------------------                                                                      ---------
  William Thomas Shows                                                                            
                                                                                                  
                                                                                                  
  /s/Harry M. Walker                                 Director                                      6/26/96        
  - --------------------------                                                                      ---------
  Harry M. Walker                                                                                 
                                                                                                  
                                                                                                  
  /s/LeRoy G. Walker, Jr.                            Director                                      6/27/96        
  - --------------------------                                                                      ---------
  LeRoy G. Walker, Jr.                                                                            
                                                                                                  
                                                                                                  
                                                     Director                                              
  - -------------------------                                                                       ---------
  Paul H. Watson, Jr.                                                                             
  
  
                                                     Director                                              
  - -------------------------                                                                       ---------
  John C. Wheeless, Jr.                                                                           
                                                                                                  
                                                                                                  
                                                     Director                                              
  - -------------------------                                                                       ---------
  Allen Wood, Jr.
  </TABLE>
  
  
  
  
  
                                         9
  <PAGE>   10
  Pursuant to the requirements of the Securities Act of 1933, the Plan
  Administrator has duly caused this Registration Statement to be signed on its
  behalf by the undersigned thereunto duly authorized in the City of Jackson,
  State of Mississippi, on the 28th day of June, 1996.
  
  
  
                                       Trustmark National Bank Profit Sharing Plan
                                       Trustmark National Bank, Plan Administrator
  
                                       /s/Robert G. Spring                 
                                       -------------------------------------------
                                       By:  Robert G. Spring
                                       Its: Senior Vice President
  
  
  
  
  
                                         10
  <PAGE>   11
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
  Exhibit Number           Description
  - --------------           -----------
  <S>                      <C>
  4.1                      Trustmark Profit Sharing Plan
                  
  23.1                     Consent of Arthur Andersen LLP
  
  23.2                     Consent of Arthur Andersen LLP
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8  TRUSTMARK NATIONAL BANK PROFIT SHARING", "secsgml_size_bytes": 41913}]
metadata_filer: {"company-data": {"conformed-name": "TRUSTMARK CORP", "cik": "0000036146", "assigned-sic": "6021", "irs-number": "640471500", "state-of-incorporation": "MS", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07141", "film-number": "96588347"}, "business-address": {"street1": "248 E CAPITOL ST", "street2": "P O BOX 291", "city": "JACKSON", "state": "MS", "zip": "39201", "phone": "6013545111"}, "former-company": {"former-conformed-name": "FIRST CAPITAL CORP", "date-changed": "19900513"}}
text: 1
       As filed with the Securities and Exchange Commission on June 28, 1996
                                                    Registration No. 333-_________
  ================================================================================
  
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                                        
                                     FORM S-8
                              REGISTRATION STATEMENT
                                      Under
                            THE SECURITIES ACT OF 1933
                                        
                              Trustmark Corporation
              (Exact name of registrant as specified in its charter)
                                        
  
      Mississippi                                                 64-0471500
  (State or other jurisdiction of                (IRS Employer Identification No.)
  incorporation or organization)
                                        
                248 E. Capitol Street, Jackson, Mississippi  39201
             (Address of principal executive offices)     (Zip Code)
                                        
                   Trustmark National Bank Profit Sharing Plan
                             (full title of the plan)
                                        
                                  LOUIS E. GREER
                                    Controller
                             Trustmark National Bank
                              248 E. Capitol Street
                                Jackson, MS  39201
                      (601) 949-2310   Fax:  (601) 949-6871
                                        
             (Name, address including zip code and telephone number,
                    including area code, of agent for service)
  
                         Copies of all correspondence to:
                                        
                               Robert D. Drinkwater
                     Brunini, Grantham, Grower & Hewes, PLLC
                              Post Office Drawer 119
                                Jackson, MS  39205
                      (601) 948-3101   Fax:  (601) 960-6902
  
                         CALCULATION OF REGISTRATION FEE
  =================================================================================================
                                               Proposed           Proposed
  Title of                                     maximum            maximum
  securities              Amount               offering           aggregate            Amount of
  to be                   to be                price              offering             registra-
  registered(1)           registered           per share          price                tion fee(2)
  - -------------------------------------------------------------------------------------------------
  Common Stock            250,000              $22.125            $5,531,250           $1,908
  $0.00 par value
  per share
  =================================================================================================
  Includes an estimated number of Trustmark Corporation ("Trustmark") shares to
  be acquired in the near future by employees of Trustmark National Bank
  ("Trustmark Bank") under the Trustmark National Bank Profit Sharing Plan (the
  "Plan").
  
  (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
  registration statement also covers an indeterminate amount of interests to be
  offered pursuant to the Plan.
  
  ================================================================================
  2
  (2) Registration Fee has been calculated in accordance with Rule 457(h) under
  the Securities Act of 1933 and is based upon the average of the high and low
  prices for Trustmark's shares reported on the NASDAQ System on June 24, 1996.
  
  Approximate date of commencement of proposed sale to the public:  As soon as
  practicable after this Registration Statement becomes effective.
  
  If any securities being registered on this form are to be offered on a delayed
  or continuous basis pursuant to Rule 415 under the Securities Act of 1933,
  check the following box.     [x]
  
                                      PART I
                                        
               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  Plan Information.
  
  The documents containing the information specified in Form S-8, Item 1,  will
  be sent or given to participants in the Plan as specified by Rule 428(b) (1).
  In accordance with the rules and regulations of the Securities and Exchange
  Commission (the "Commission") and the instructions to Form S-8, such documents
  are not being filed with the Commission either as part of this Registration
  Statement or as a prospectus or prospectus supplement pursuant to Rule 424.
  
  Item 2.  Registrant Information and Employee Plan Annual Information.
  
  The statement containing the information specified in Form S-8, Item 2, will be
  sent or given to participants as specified.
  
                                     PART II
                                        
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           The following documents filed with the Commission are incorporated by
  reference in this Registration Statement:
  
  (a)  The Annual Report of Trustmark on Form 10-K for the fiscal year ended
  December 31, 1995.
  
  (b)  The Plan's Annual Report on Form 11-K for the fiscal year ended December
  31, 1995.
  
  (c)  All reports  filed with the Commission by Trustmark since December 31,
  1995 or subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of
  the Securities Exchange Act of 1934, prior to the filing of a post-effective
  amendment which indicates that all securities offered herein have been sold or
  which deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part
  hereof from the date of filing of such documents.
  
  (d)  The section entitled "Description of Registrant's Securities to be
  Registered" contained in the Registrant's Registration Statement, and all
  amendments thereto, filed pursuant to Section 12(g) of the Securities Exchange
  Act of 1934.
  
  Item 4.  Description of Securities.
  
           Not applicable.
  
  Item 5.  Interest of Named Experts and Counsel.
  
                                         2
  3
           No expert or counsel was employed on a contingent basis or has
  received or is to receive any direct or indirect substantial interest in
  Trustmark or any subsidiary thereof in connection with this offering.
  
  Item 6.  Indemnification of Directors and Officers.
  
           Pursuant to Article VI, Section 2, of the bylaws of Trustmark, the
  corporation may indemnify or reimburse the expenses of any person against all
  reasonable expenses incurred in connection with any litigation or proceeding in
  which such person may have been involved because he is or was a director
  (including honorary or advisory directors) officer or employee of the
  corporation or of any other firm, corporation or organization which he served
  in any such capacity at the request of the corporation.  Provided, such person
  shall have no right to indemnification or reimbursement in relation to any
  matters in which he is finally adjudged to have been guilty of or liable for
  negligence or willful misconduct in the performance of his duties; and,
  provided further, that no person shall be so indemnified or reimbursed in
  relation to any administrative proceeding or action instituted by any
  appropriate bank regulatory agency which proceeding or action results in a
  final order assessing civil monetary penalties or requiring affirmative action
  by an individual or individuals in the form of payments to the corporation.
  
           In addition, pursuant to the Mississippi Business Corporation Act,
  directors and officers are entitled to indemnification in certain events as
  summarized below:
  
  Section  79-4-8.50.  SUBARTICLE DEFINITIONS.
  
           In this subarticle:
  
                   (1)      "Corporation" includes any domestic or foreign
           predecessor entity of a corporation in a merger or other transaction
           in which the predecessor's existence ceased upon consummation of the
           transaction.
  
                   (2)      "Director" means an individual who is or was a
           director of a corporation or an individual who, while a director of a
           corporation, is or was serving at the corporation's request as a
           director, officer, partner, trustee, employee or agent of another
           foreign or domestic corporation, partnership, joint venture, trust,
           employee benefit plan or other enterprise.  A director is considered
           to be serving an employee benefit plan at the corporation's request if
           his duties to the corporation also impose duties on, or otherwise
           involve services by, him to the plan or to participants in or
           beneficiaries of the plan.  "Director" includes, unless the context
           requires otherwise, the estate or personal representative of a
           director.
  
                   (3)      "Expenses" include counsel fees.
  
                   (4)      "Liability" means the obligation to pay a judgment,
           settlement, penalty, fine (including an excise tax assessed with
           respect to an employee benefit plan), or reasonable expenses incurred
           with respect to a proceeding.
  
                   (5)      "Official capacity" means:  (i) when used with
           respect to a director, the office of director in a corporation; and
           (ii) when used with respect to an individual other than a director as
           contemplated in Section  79-4-8.56, the office in a corporation held
           by the officer or the employment or agency relationship undertaken by
           the employee or agent on behalf of the corporation.  "Official
           capacity" does not include service for any other foreign or domestic
           corporation or any partnership, joint venture, trust, employee benefit
           plan or other enterprise.
  
                                         3
  4
                   (6)      "Party" includes an individual who was, is, or is
           threatened to be made a named defendant or respondent in a proceeding.
  
                   (7)      "Proceeding" means any threatened, pending, or
           completed action, suit or proceeding, whether civil, criminal,
           administrative or investigative and whether formal or informal.
  
  Section  79-4-8.51.       AUTHORITY TO INDEMNIFY.
  
           (a)     Except as provided in subsection (d), a corporation may
                   indemnify an individual made a party to a proceeding because
                   he is or was a director against liability incurred in the
                   proceeding if:
  
                   (1)      He conducted himself in good faith; and
  
                   (2)      He reasonably believed:
  
                            (i)     In the case of conduct in his official
                   capacity with the corporation, that his conduct was in its
                   best interest; and
  
                            (ii)    In all other cases, that his conduct was at
                   least not opposed to its best interests; and
  
                   (3)      In the case of any criminal proceeding, he had no
                   reasonable cause to believe his conduct was unlawful.
  
           (b)     A director's conduct with respect to an employee benefit plan
           for a purpose he reasonably believed to be in the interest of the
           participants in and beneficiaries of the plan is conduct that
           satisfies the requirement of subsection (a)(2)(ii).
  
           (c)     The termination of a proceeding by judgment, order,
           settlement, conviction or upon a plea of nolo contendere or its
           equivalent is not, of itself, determinative that the director did not
           meet the standard of conduct described in this section.
  
           (d)     A corporation may not indemnify a director under this section:
  
                   (1)      In connection with a proceeding by or in the right of
                   the corporation in which the director was adjudged liable to
                   the corporation; or
  
                   (2)      In connection with any other proceeding charging
                   improper personal benefit to him, whether or not involving
                   action in his official capacity, in which he was adjudged
                   liable on the basis that personal benefit was improperly
                   received by him.
  
           (e)     Indemnification permitted under this section in connection
           with a proceeding by or in the right of the corporation is limited to
           reasonable expenses incurred in connection with the proceeding.
  
  Section  79-4-8.52.  MANDATORY INDEMNIFICATION.
  
           Unless limited by its articles of incorporation, a corporation shall
  indemnify a director who was wholly successful, on the merits or otherwise, in
  the defense of any proceeding to which he was a party because he is or was a
  director of the corporation against reasonable expenses incurred by him in
  connection with the proceeding.
  
  Section  79-4-8.53.  ADVANCE FOR EXPENSES.
  
           (a)     A corporation may pay for or reimburse the reasonable expenses
  
                                         4
  5
  incurred by a director who is a party to a proceeding in advance of final
  disposition of the proceeding if:
  
                   (1)      The director furnishes the corporation a written
                   affirmation of his good faith belief that he has met the
                   standard of conduct described in Section  79-4-8.51;
  
                   (2)      The director furnishes the corporation a written
                   undertaking, executed personally or on his behalf, to repay
                   the advance if it is ultimately determined that he did not
                   meet the standard of conduct; and
  
                   (3)      A determination is made that the facts then known to
                   those making the determination would not preclude
                   indemnification under this subarticle.
  
           (b)     The undertaking required by subsection (a)(2) must be an
  unlimited general obligation of the director but need not be secured and may be
  accepted without reference to financial ability to make repayment.
  
           (c)     Determinations and authorizations of payments under this
  section shall be made in the manner specified in Section  79-4-8.55.
  
  Section  79-4-8.54.  COURT ORDERED INDEMNIFICATION.
  
           Unless a corporation's articles of incorporation provide otherwise, a
  director of the corporation who is a party to a proceeding may apply for
  indemnification to the court conducting the proceeding or to another court of
  competent jurisdiction.  On receipt of an application, the court after giving
  any notice the court considers necessary may order indemnification if it
  determines:
  
                   (1)      The director is entitled to mandatory indemnification
                   under Section  79-4-8.52, in which case the court shall also
                   order the corporation to pay the director's reasonable
                   expenses incurred to obtain court-ordered indemnification; or
  
                   (2)      The director is fairly and reasonably entitled to
                   indemnification in view of all the relevant circumstances,
                   whether or not he met the standard of conduct set forth in
                   Section  79-4-8.51 or was adjudged liable as described in
                   Section  79-4-8.51(d), but if he was adjudged so liable his
                   indemnification is limited to reasonable expenses incurred.
  
  Section  79-4-8.55.  DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.
  
           (a)     A corporation may not indemnify a director under Section
  79-4-8.51 unless authorized in the specific case after a determination has been
  made that indemnification of the director is permissible in the circumstances
  because he has met the standard of conduct set forth in Section  79-4-8.51.
  
           (b)     The determination shall be made:
  
                   (1)      By the board of directors by majority vote of a
                   quorum consisting of directors not at the time parties to the
                   proceeding;
  
                   (2)      If a quorum cannot be obtained under subdivision (1),
                   by majority vote of a committee duly designated by the board
                   of directors (in which designation directors who are parties
                   may participate), consisting solely of two (2) or more
                   directors not at the time parties to the proceeding;
  
                   (3)      By special legal counsel:
  
                                         5
  6
                                    (i)      Selected by the board of directors
                            of its committee in the manner prescribed in
                            subdivision (1) or (2); or
  
                                    (ii)     If a quorum of the board of
                            directors cannot be obtained under subdivision (1)
                            and a committee cannot be designated under
                            subdivision (2), selected by a majority vote of the
                            full board of directors (in which selection directors
                            who are parties may participate); or
  
                   (4)      By the shareholders, but shares owned by or voted
                   under the control of directors who are at the time parties to
                   the proceeding may not be voted on the determination.
  
           (c)     Authorization of indemnification and evaluation as to
  reasonableness of expenses shall be made in the same manner as the
  determination that indemnification is permissible, except that if the
  determination is made by special legal counsel, authorization of
  indemnification and evaluation as to reasonableness of expenses shall be made
  by those entitled under subsection (b)(3) to select counsel.
  
  Section  79-4-8.56.  INDEMNIFICATION OF OFFICERS, EMPLOYEES AND AGENTS.
  
           Unless a corporation's articles of incorporation provide otherwise:
  
           (1)     An officer of the corporation who is not a director is
  entitled to mandatory indemnification under Section  79-4-8.52, and is entitled
  to apply for court-ordered indemnification under Section  79-4-8.54, in each
  case to the same extent as a director;
  
           (2)     The corporation may indemnify and advance expenses under this
  subarticle to an officer, employee or agent of the corporation who is not a
  director to the same extent as to a director; and
  
           (3)     A corporation may also indemnify and advance expenses to an
  officer, employee or agent who is not a director to the extent, consistent with
  public policy, that may be provided by its articles of incorporation, bylaws,
  general or specific action of its board of directors or contract.
  
  Section  79-4-8.57.  INSURANCE.
  
           A corporation may purchase and maintain insurance on behalf of an
  individual who is or was a director, officer, employee or agent of the
  corporation, or who, while a director, officer, employee or agent of the
  corporation, is or was serving at the request of the corporation as a director,
  officer, partner, trustee, employee or agent of another foreign or domestic
  corporation, partnership, joint venture, trust, employee benefit plan or other
  enterprise against liability asserted against or incurred by him in that
  capacity or arising from his status as a director, officer, employee or agent,
  whether or not the corporation would have power to indemnify him against the
  same liability under Section  79-4- 8.51 or 79-4-8.52.
  
  Section  79-4-8.58.  APPLICATION OF ARTICLE.
  
           (a)     Unless the articles of incorporation or bylaws provide
  otherwise, any authorization of indemnification in the articles of
  incorporation or bylaws shall not be deemed to prevent the corporation from
  providing the indemnification permitted or mandated by this subarticle.
  
           (b)     Any corporation shall have power to make any further
  indemnity, including advance of expenses, to and to enter contracts of
  indemnity with any director, officer, employee or agent that may be authorized
  by the articles of
  
                                         6
  7
  incorporation or any bylaw made by the shareholders or any resolution adopted,
  before or after the event, by the shareholders, except an indemnity against his
  gross negligence or willful misconduct.  Unless the articles of incorporation,
  or any such bylaws or resolution provide otherwise, any determination as to any
  further indemnity shall be made in accordance with subsection (b) of Section
  79-4-8.55.  Each such indemnity may continue as to a person who has ceased to
  have the capacity referred to above and may inure to the benefit of the heirs,
  executors and administrators of such person.
  
           (c)     This subarticle does not limit a corporation's power to pay or
  reimburse expenses incurred by a director in connection with his appearance as
  a witness in a proceeding at a time when he has not been made a named defendant
  or respondent to the proceeding.
  
  Item 7.  Exemption from Registration Claimed.
  
           Not applicable.
  
  Item 8.  Exhibits.
  
  Exhibit No.  Description of Exhibit
  
     4.1.      Profit Sharing Plan, dated as of January 1, 1989, and Amendments
               No. 1, 2 and 3, thereto. The Registrant represents and undertakes
               that the Plan and all amendments thereto (including future
               amendments) have been, or will be, as the case may be, submitted
               to the Internal Revenue Service ("IRS") in a timely manner and has
               made and will make all changes required by the IRS in order to
               qualify the Plan.
  
     23.1.     Consent of Arthur Andersen LLP
  
     23.2.     Consent of Arthur Andersen LLP
  
  Item 9.  Undertakings.
  
  (a)      The undersigned Registrant hereby undertakes:
  
           (1)  To file, during any period in which offers or sales are being
           made, a post-effective amendment to this Registration Statement:
  
            (i)      To include any prospectus required by Section 10(a) (3) of
           the Securities Act of 1933;
  
            (ii)     To reflect in the prospectus any facts or events arising
           after the effective date of this Registration Statement (or the most
           recent post-effective amendment thereof) which, individually or in the
           aggregate, represents a fundamental change in the information set
           forth in this Registration Statement;
  
            (iii)    To include any material information with respect to the plan
           of distribution not previously disclosed in this Registration
           Statement or any material change to such information in this
           Registration Statement;
  
           Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
  apply if the Registration Statement is on Form S-3 or Form S-8 and the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the Registrant pursuant to
  section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that are
  incorporated by reference in the Registration Statement.
  
           (2)       That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post- effective amendment shall be deemed to
  be a new Registration Statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the initial
  bona
  
                                         7
  8
  fide offering thereof.
  
           (3)       To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
  (b)      The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
  Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
  plan's annual report pursuant to section 15(d) of the Securities Exchange Act
  of 1934) that is incorporated by reference in this Registration Statement shall
  be deemed to be a new Registration Statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed to be
  the initial bona fide offering thereof.
  
  (c)      Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers, and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is unenforceable.  In the event that a
  claim for indemnification against such liabilities (other than the payment by
  the Registrant of expenses incurred or paid by a director, officer, or
  controlling person connected with the securities being registered) the
  Registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Act and will be governed by the final adjudication of such
  issue.
  
  SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Jackson and State of Mississippi on the 26th day of
  June, 1996.
  
                                             TRUSTMARK CORPORATION
  
                                             /s/Frank R. Day
                                             -----------------------------------
                                             By: Frank R. Day
                                             Chairman of the Board,
                                             President and
                                             Chief Executive Officer
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities and on the
  date indicated.
  Signature                                          Title                                         Date
  /s/Frank R. Day                                    Chairman of the Board                         6/26/96        
  - --------------------------                                                                      ---------
  Frank R. Day, President and                                                        
  Chief Executive Officer                                                            
  (Principal Executive Officer)                                                      
                                                                                     
  /s/Gerard R. Host                                  Treasurer                                     6/26/96        
  - --------------------------                                                                      ---------
  Gerard R. Host, Treasurer                                                          
  (Principal Financial and                                                           
  Accounting Officer)
  8
  9
  Signature                                          Title                                         Date
  - ---------                                          -----                                         ----
  /s/J. Kelly Allgood                                Director                                      6/27/96                        
  - -------------------------                                                                       ---------
  J. Kelly Allgood                                                                                
                                                                                                  
                                                                                                  
  /s/Reuben V. Anderson                              Director                                      6/28/96        
  - -------------------------                                                                       ---------
  Reuben V. Anderson                                                                              
                                                                                                  
                                                                                                  
                                                     Director                                              
  - -------------------------                                                                       ---------
  John L. Black, Jr.                                                                              
                                                                                                  
                                                                                                  
                                                     Director                                              
  - --------------------------                                                                      ---------
  Harry H. Bush                                                                                   
                                                                                                  
                                                                                                  
                                                     Director                                              
  - --------------------------                                                                      ---------
  Robert P. Cooke III                                                                             
                                                                                                  
                                                                                                  
  /s/Frank R. Day                                    Chairman of the Board                         6/26/96        
  - --------------------------                                                                      ---------
  Frank R. Day                                                                                    
                                                                                                  
                                                                                                  
  /s/William C. Deviney, Jr.                         Director                                      6/28/96        
  - --------------------------                                                                      ---------
  William C. Deviney, Jr.                                                                         
                                                                                                  
                                                                                                  
  /s/D.G. Fountain, Jr                               Director                                      6/28/96        
  - --------------------------                                                                      ---------
  D.G. Fountain, Jr.                                                                              
                                                                                                  
                                                                                                  
                                                     Director                                              
  - --------------------------                                                                      ---------
  C. Gerald Garnett                                                                               
                                                                                                  
                                                                                                  
  /s/Matthew L. Holleman III                         Director                                      6/28/96        
  - --------------------------                                                                      ---------
  Matthew L. Holleman III                                                                         
                                                                                                  
                                                                                                  
                                                     Director                                              
  - --------------------------                                                                      ---------
  Fred A. Jones                                                                                   
                                                                                                  
                                                                                                  
  /s/T.H. Kendall III                                Director                                      6/27/96        
  - --------------------------                                                                      ---------
  T.H. Kendall III                                                                                
                                                                                                  
                                                                                                  
                                                     Director                                              
  - --------------------------                                                                      ---------
  Larry L. Lambiotte                                                                              
                                                                                                  
                                                                                                  
                                                     Director                                              
  - --------------------------                                                                      ---------
  Robert V. Massengill                                                                            
                                                                                                  
                                                                                                  
  /s/Donald E. Meiners                               Director                                      6/27/96        
  - --------------------------                                                                      ---------
  Donald E. Meiners                                                                               
                                                                                                  
                                                                                                  
  /s/William Neville III                             Director                                      6/26/96        
  - --------------------------                                                                      ---------
  William Neville III                                                                             
                                                                                                  
                                                                                                  
  /s/Richard H. Puckett                              Director                                      6/28/96        
  - --------------------------                                                                      ---------
  Richard H. Puckett                                                                              
                                                                                                  
                                                                                                  
  /s/Charles W. Renfrow                              Director                                      6/27/96        
  - --------------------------                                                                      ---------
  Charles W. Renfrow                                                                              
                                                                                                  
                                                                                                  
                                                     Director                                              
  - --------------------------                                                                      ---------
  Clyda S. Rent                                                                                   
                                                                                                  
                                                                                                  
                                                     Director                                              
  - --------------------------                                                                      ---------
  William Thomas Shows                                                                            
                                                                                                  
                                                                                                  
  /s/Harry M. Walker                                 Director                                      6/26/96        
  - --------------------------                                                                      ---------
  Harry M. Walker                                                                                 
                                                                                                  
                                                                                                  
  /s/LeRoy G. Walker, Jr.                            Director                                      6/27/96        
  - --------------------------                                                                      ---------
  LeRoy G. Walker, Jr.                                                                            
                                                                                                  
                                                                                                  
                                                     Director                                              
  - -------------------------                                                                       ---------
  Paul H. Watson, Jr.                                                                             
  
                                                     Director                                              
  - -------------------------                                                                       ---------
  John C. Wheeless, Jr.                                                                           
                                                                                                  
                                                                                                  
                                                     Director                                              
  - -------------------------                                                                       ---------
  Allen Wood, Jr.
  9
  10
  Pursuant to the requirements of the Securities Act of 1933, the Plan
  Administrator has duly caused this Registration Statement to be signed on its
  behalf by the undersigned thereunto duly authorized in the City of Jackson,
  State of Mississippi, on the 28th day of June, 1996.
  
                                       Trustmark National Bank Profit Sharing Plan
                                       Trustmark National Bank, Plan Administrator
  
                                       /s/Robert G. Spring                 
                                       -------------------------------------------
                                       By:  Robert G. Spring
                                       Its: Senior Vice President
  
                                         10
  11
                                   EXHIBIT INDEX
  Exhibit Number           Description
  - --------------           -----------
  4.1                      Trustmark Profit Sharing Plan
                  
  23.1                     Consent of Arthur Andersen LLP
  
  23.2                     Consent of Arthur Andersen LLP