As filed with the Securities and Exchange Commission on May 10, 2005

                                                     Registration No. 333-______
--------------------------------------------------------------------------------

                                  UNITED STATES
                       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                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

   248 East Capitol Street
         Jackson, MS                                                39201
(Address of Principal Executive                                  (Zip Code)
          Offices)

                              TRUSTMARK CORPORATION
                   2005 STOCK AND INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)

                                 Louis E. Greer
                            Chief Accounting Officer
                              Trustmark Corporation
                             248 East Capitol Street
                                Jackson, MS 39201
                            Telephone: (601) 208-2310
                            Facsimile: (601) 208-6871
 (Name, address and telephone number, including area code, of agent for service)

The  Commission  is requested to mail signed  copies of all orders,  notices and
communications to:

                             Susan S. Ancarrow, Esq.
                              Troutman Sanders LLP
                              1111 East Main Street
                            Richmond, Virginia 23219
                            Telephone: (804) 697-1861
                            Facsimile: (804) 698-6015

--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

  Title of each class of         Amount to be   Proposed maximum     Proposed         Amount of
securities to be registered      registered(1)   offering price  maximum aggregate registration fee
                                                  per share(2)   offering price(2)
------------------------------ ---------------- ---------------- ----------------- ----------------
<S>                            <C>              <C>              <C>                  <C>
Common Stock ($0.00 par value) 6,090,301 shares      $27.82        $169,432,174      $19,942.17
</TABLE>

(1)  Pursuant to Rule 416(a) under the  Securities  Act of 1933, as amended (the
     "Securities Act"), this registration statement also covers an indeterminate
     number of  additional  shares  that may be  offered  and  issued to prevent
     dilution   resulting  from  stock  splits,   stock   dividends  or  similar
     transactions as provided in the plan described herein (the "Plan").

(2)  Pursuant to Rule 457(h)(1)  under the Securities Act, the offering price is
     estimated solely for the purpose of calculating the registration fee and is
     based on the average of the high and low sales  prices of the  Registrant's
     common  stock on May 6, 2005,  as  reported on the Nasdaq  National  Market
     System.

<PAGE>

         Part I -- Information Required in the Section 10(a) Prospectus

Item 1.    Plan Information.*
           ----------------

Item 2.    Registrant Information and Employee Plan Annual Information.*
           -----------------------------------------------------------

*    The  information  required by Part I to be contained  in the Section  10(a)
     prospectus is omitted from this  registration  statement in accordance with
     the Note to Part I of Form S-8 and Rule 428.

          Part II -- Information Required in the Registration Statement

Item 3.    Incorporation of Documents by Reference.
           ---------------------------------------

Trustmark  Corporation (the "Registrant")  hereby incorporates by reference into
this registration statement the following documents:

(a)  The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     December 31, 2004,  as filed with the  Securities  and Exchange  Commission
     (the "Commission") on March 16, 2005;

(b)  The  Registrant's  Quarterly  Report on Form 10-Q for the quarterly  period
     ended March 31, 2005, as filed with the Commission on May 10, 2005;

(c)  The Registrant's  Current Reports on Form 8-K, as filed with the Commission
     on January 18,  2005,  February 22,  2005,  March 3, 2005,  March 14, 2005,
     April 19, 2005, May 9, 2005 and May 10, 2005; and

(d)  The  description  of  the  Registrant's   common  stock  contained  in  the
     Registrant's  registration  statement on Form S-3/A,  as filed on April 30,
     2003, and any amendment or report filed subsequent  thereto for the purpose
     of updating such description.

All  documents  filed  by  the  Registrant   subsequent  to  the  date  of  this
registration  statement  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the
Securities  Exchange Act of 1934, as amended (the  "Exchange  Act") and prior to
the  filing  of a  post-effective  amendment  hereto  which  indicates  that all
securities  offered  hereby  have  been  sold  or  which  deregisters  all  such
securities  then remaining  unsold,  shall also be deemed to be  incorporated by
reference  into this  registration  statement and to be a part hereof from their
respective  dates  of  filing.  Any  statement  contained  in this  registration
statement  shall be deemed to be  modified  or  superseded  to the extent that a
statement  contained in a subsequently  filed document which is, or is deemed to
be, incorporated by reference herein modifies or supersedes such statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or  superseded,  to  constitute  a part  of  this  registration  statement.  Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this  registration  statement  to the extent that a statement  contained  in any
other  subsequently  filed document that is or is deemed to be  incorporated  by
reference herein, modifies or supersedes such statement.

Item 4.    Description of Securities.
           -------------------------

Not applicable.

Item 5.    Interests of Named Experts and Counsel.
           ---------------------------------------

Not applicable.

Item 6.    Indemnification of Directors and Officers.
           ------------------------------------------

The  Mississippi  Business  Corporation  Act  provides  for  indemnification  of
directors and officers in certain events. Directors and officers are entitled to
indemnification  if they are wholly successful,  on the merits or otherwise,  in
the defense of any  proceeding to which such person is a party because he or she
was a  director  or  officer  of the  corporation  against  reasonable  expenses
incurred by him in connection with the  proceeding.  A corporation may indemnify
an  individual  who is a party  to a  proceeding  because  he or she is or was a
director or officer against a liability incurred in the proceeding if the person
conducted himself in good faith and he or she reasonably  believed,  in the case
of conduct in his official capacity,  that his conduct was in the best interests
of the corporation, and, in all other cases, that his conduct was not opposed to
the  best  interests  of the  corporation,  and,  in the  case  of any  criminal
proceeding,  that he or she had no  reasonable  cause to believe his conduct was
unlawful or, he or she engaged in conduct for which broader  indemnification has
been made  permissible  or  obligatory  under a provision  of the  corporation's
articles of  incorporation.  Unless  ordered by a court,  a corporation  may not
indemnify a director or officer in  connection  with a  proceeding  by or in the
right of the corporation,  except for reasonable expenses incurred in connection
with the  proceeding if it is determined  that the director has met the relevant
standard of conduct  specified above, or, in connection with any proceeding with
respect to conduct for which he or she was adjudged  liable on the basis that he
or she received a financial benefit to which he or she was not entitled, whether
or not involving action in his or her official capacity.

Under the Mississippi Business Corporation Act, a corporation may, additionally,
before final disposition of a proceeding,  advance funds to pay for or reimburse
the reasonable  expenses incurred by the director or officer who is a party to a
proceeding under certain circumstances.

As permitted by the Mississippi Business Corporation Act, Article VI, Section 2,
of the  Registrant's  bylaws permit it to 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
or she 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 or she 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 or she is finally  adjudged  to have been
guilty of or liable for negligence or willful  misconduct in the  performance of
his or her 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.

The Registrant has also purchased a directors' and officers' liability insurance
policy.  Within the  coverage  limit,  the policy  provides  coverage (a) to the
Registrant's directors and officers where the Registrant either is not permitted
by law or is unable, due to insolvency, to indemnify its directors and officers;
and (b) to the Registrant  where the Registrant does indemnify the directors and
officers as permitted, and/or required by law.

Item 7.    Exemption from Registration Claimed.
           ------------------------------------

Not applicable.

Item 8.    Exhibits.
           ---------

An Exhibit Index appears at page 7 hereof.

Item 9.    Undertakings.
           -------------

(a)  Rule 415 Offerings. 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;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   registration    statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement;

          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement;

          Provided,  however,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not
          apply if the information  required to be included in a  post-effective
          amendment by those  paragraphs is contained in periodic  reports filed
          with or  furnished to the  Commission  by the  Registrant  pursuant to
          section 13 or section 15(d) of the Exchange Act that are  incorporated
          by reference in the registration statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act, 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 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)  Filings incorporating  subsequent Exchange Act documents by reference.  The
     undersigned  Registrant hereby undertakes that, for purposes of determining
     any liability  under the  Securities  Act, each filing of the  Registrant's
     annual  report  pursuant to section  13(a) or section 15(d) of the Exchange
     Act that is incorporated by reference in the  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)  Filing of registration  statement on Form S-8.  Insofar as  indemnification
     for  liabilities  arising  under the  Securities  Act 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  Commission  such  indemnification  is against
     public  policy  as  expressed  in the  Securities  Act and  is,  therefore,
     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 of the Registrant in
     the  successful  defense of any action,  suit or proceeding) is asserted by
     such  director,  officer  or  controlling  person  in  connection  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
     Securities  Act and will be  governed  by the  final  adjudication  of such
     issue.

<PAGE>
                                   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, State of Mississippi, on May 10, 2005.

                              Trustmark Corporation
                                  (Registrant)

                           By: /s/ Richard G. Hickson
                             ----------------------
                               Richard G. Hickson
                 Chairman, President and Chief Executive Officer
                          (principal executive officer)

                               POWERS OF ATTORNEY
                                       AND
                                   SIGNATURES

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
hereby constitutes and appoints Richard G. Hickson,  Zach L. Wasson and Louis E.
Greer,  and  each of  them,  with  full  power  of  substitution,  as his or her
attorneys-in-fact and agents for him or her and in his or her name and on his or
her behalf as a director of Trustmark  Corporation to prepare,  execute and file
any and all amendments,  including post-effective  amendments, or supplements to
this  registration  statement on Form S-8, and other  documents  (including  any
necessary amendments thereof) which such  attorneys-in-fact may deem appropriate
or necessary and to cause the same to be filed with the Commission.

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities  indicated
below on this 10th day of May, 2005.

     Signature                                               Title
     ---------                                               -----

/s/ Richard G. Hickson                             Chairman, President, Chief
----------------------                           Executive Officer and Director
Richard G. Hickson                                (principal executive officer)


/s/ Zach L. Wasson                                         Treasurer
------------------                                (principal financial officer)
Zach L. Wasson


/s/ Louis E. Greer                                  Chief Accounting Officer
------------------                               (principal accounting officer)
Louis E. Greer


/s/ J. Kelly Allgood                                        Director
--------------------
J. Kelly Allgood


/s/ Reuben V. Anderson                                      Director
----------------------
Reuben V. Anderson


/s/ William C. Deviney, Jr.                                 Director
---------------------------
William C. Deviney, Jr.


/s/ C. Gerald Garnett                                       Director
---------------------
C. Gerald Garnett


/s/ Matthew L. Holleman, III                                Director
----------------------------
Matthew L. Holleman, III


/s/ John M. McCullouch                                      Director
----------------------
John M. McCullouch


/s/ Richard H. Puckett                                      Director
----------------------
Richard H. Puckett


/s/ Carolyn C. Shanks                                       Director
---------------------
Carolyn C. Shanks


/s/ R. Michael Summerford                                   Director
-------------------------
R. Michael Summerford


/s/ Kenneth W. Williams                                     Director
-----------------------
Kenneth W. Williams


/s/ William G. Yates, Jr.                                   Director
-------------------------
William G. Yates, Jr.


<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number
-------

4.1  2005 Stock and Incentive  Compensation  Plan  (incorporated by reference to
     Exhibit 10-a to the Registrant's Quarterly Report on Form 10-Q filed on May
     10, 2005).

4.2  Articles  of  Incorporation  of  Trustmark  Corporation   (incorporated  by
     reference to Exhibit 3-a to the Registrant's Annual Report on Form 10-K for
     the fiscal year ended December 31, 2002).

4.3  Bylaws of Trustmark  Corporation,  as amended (incorporated by reference to
     Exhibit 3-b to the  Registrant's  Annual Report on Form 10-K for the fiscal
     year ended December 31, 2002).

5    Opinion of Troutman Sanders LLP, filed herewith.

23.1 Consent of Troutman Sanders LLP (contained in Exhibit 5 hereto).

23.2 Consent of KPMG LLP, filed herewith.

24   Powers of Attorney  (included on the  signature  page of this  registration
     statement).
[{"type": "S-8", "sequence": "1", "filename": "s8_051005.txt", "description": "2005 STOCK AND INCENTIVE COMPENSATION PLAN", "secsgml_size_bytes": 20696}]
{"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": "333-124772", "film-number": "05816653"}, "business-address": {"street1": "248 E CAPITOL ST", "street2": "P O BOX 291", "city": "JACKSON", "state": "MS", "zip": "39201", "phone": "6013545111"}, "mail-address": {"street1": "248 EAST CAPITOL STREET", "city": "JACKSON", "state": "MS", "zip": "39201"}, "former-company": {"former-conformed-name": "FIRST CAPITAL CORP", "date-changed": "19900513"}}
As filed with the Securities and Exchange Commission on May 10, 2005

                                                     Registration No. 333-______
--------------------------------------------------------------------------------

                                  UNITED STATES
                       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                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

   248 East Capitol Street
         Jackson, MS                                                39201
(Address of Principal Executive                                  (Zip Code)
          Offices)

                              TRUSTMARK CORPORATION
                   2005 STOCK AND INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)

                                 Louis E. Greer
                            Chief Accounting Officer
                              Trustmark Corporation
                             248 East Capitol Street
                                Jackson, MS 39201
                            Telephone: (601) 208-2310
                            Facsimile: (601) 208-6871
 (Name, address and telephone number, including area code, of agent for service)

The  Commission  is requested to mail signed  copies of all orders,  notices and
communications to:

                             Susan S. Ancarrow, Esq.
                              Troutman Sanders LLP
                              1111 East Main Street
                            Richmond, Virginia 23219
                            Telephone: (804) 697-1861
                            Facsimile: (804) 698-6015

--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of each class of         Amount to be   Proposed maximum     Proposed         Amount of
securities to be registered      registered(1)   offering price  maximum aggregate registration fee
                                                  per share(2)   offering price(2)
------------------------------ ---------------- ---------------- ----------------- ----------------
Common Stock ($0.00 par value) 6,090,301 shares      $27.82        $169,432,174      $19,942.17
(1)  Pursuant to Rule 416(a) under the  Securities  Act of 1933, as amended (the
     "Securities Act"), this registration statement also covers an indeterminate
     number of  additional  shares  that may be  offered  and  issued to prevent
     dilution   resulting  from  stock  splits,   stock   dividends  or  similar
     transactions as provided in the plan described herein (the "Plan").

(2)  Pursuant to Rule 457(h)(1)  under the Securities Act, the offering price is
     estimated solely for the purpose of calculating the registration fee and is
     based on the average of the high and low sales  prices of the  Registrant's
     common  stock on May 6, 2005,  as  reported on the Nasdaq  National  Market
     System.
Part I -- Information Required in the Section 10(a) Prospectus

Item 1.    Plan Information.*
           ----------------

Item 2.    Registrant Information and Employee Plan Annual Information.*
           -----------------------------------------------------------

*    The  information  required by Part I to be contained  in the Section  10(a)
     prospectus is omitted from this  registration  statement in accordance with
     the Note to Part I of Form S-8 and Rule 428.

          Part II -- Information Required in the Registration Statement

Item 3.    Incorporation of Documents by Reference.
           ---------------------------------------

Trustmark  Corporation (the "Registrant")  hereby incorporates by reference into
this registration statement the following documents:

(a)  The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     December 31, 2004,  as filed with the  Securities  and Exchange  Commission
     (the "Commission") on March 16, 2005;

(b)  The  Registrant's  Quarterly  Report on Form 10-Q for the quarterly  period
     ended March 31, 2005, as filed with the Commission on May 10, 2005;

(c)  The Registrant's  Current Reports on Form 8-K, as filed with the Commission
     on January 18,  2005,  February 22,  2005,  March 3, 2005,  March 14, 2005,
     April 19, 2005, May 9, 2005 and May 10, 2005; and

(d)  The  description  of  the  Registrant's   common  stock  contained  in  the
     Registrant's  registration  statement on Form S-3/A,  as filed on April 30,
     2003, and any amendment or report filed subsequent  thereto for the purpose
     of updating such description.

All  documents  filed  by  the  Registrant   subsequent  to  the  date  of  this
registration  statement  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the
Securities  Exchange Act of 1934, as amended (the  "Exchange  Act") and prior to
the  filing  of a  post-effective  amendment  hereto  which  indicates  that all
securities  offered  hereby  have  been  sold  or  which  deregisters  all  such
securities  then remaining  unsold,  shall also be deemed to be  incorporated by
reference  into this  registration  statement and to be a part hereof from their
respective  dates  of  filing.  Any  statement  contained  in this  registration
statement  shall be deemed to be  modified  or  superseded  to the extent that a
statement  contained in a subsequently  filed document which is, or is deemed to
be, incorporated by reference herein modifies or supersedes such statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or  superseded,  to  constitute  a part  of  this  registration  statement.  Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this  registration  statement  to the extent that a statement  contained  in any
other  subsequently  filed document that is or is deemed to be  incorporated  by
reference herein, modifies or supersedes such statement.

Item 4.    Description of Securities.
           -------------------------

Not applicable.

Item 5.    Interests of Named Experts and Counsel.
           ---------------------------------------

Not applicable.

Item 6.    Indemnification of Directors and Officers.
           ------------------------------------------

The  Mississippi  Business  Corporation  Act  provides  for  indemnification  of
directors and officers in certain events. Directors and officers are entitled to
indemnification  if they are wholly successful,  on the merits or otherwise,  in
the defense of any  proceeding to which such person is a party because he or she
was a  director  or  officer  of the  corporation  against  reasonable  expenses
incurred by him in connection with the  proceeding.  A corporation may indemnify
an  individual  who is a party  to a  proceeding  because  he or she is or was a
director or officer against a liability incurred in the proceeding if the person
conducted himself in good faith and he or she reasonably  believed,  in the case
of conduct in his official capacity,  that his conduct was in the best interests
of the corporation, and, in all other cases, that his conduct was not opposed to
the  best  interests  of the  corporation,  and,  in the  case  of any  criminal
proceeding,  that he or she had no  reasonable  cause to believe his conduct was
unlawful or, he or she engaged in conduct for which broader  indemnification has
been made  permissible  or  obligatory  under a provision  of the  corporation's
articles of  incorporation.  Unless  ordered by a court,  a corporation  may not
indemnify a director or officer in  connection  with a  proceeding  by or in the
right of the corporation,  except for reasonable expenses incurred in connection
with the  proceeding if it is determined  that the director has met the relevant
standard of conduct  specified above, or, in connection with any proceeding with
respect to conduct for which he or she was adjudged  liable on the basis that he
or she received a financial benefit to which he or she was not entitled, whether
or not involving action in his or her official capacity.

Under the Mississippi Business Corporation Act, a corporation may, additionally,
before final disposition of a proceeding,  advance funds to pay for or reimburse
the reasonable  expenses incurred by the director or officer who is a party to a
proceeding under certain circumstances.

As permitted by the Mississippi Business Corporation Act, Article VI, Section 2,
of the  Registrant's  bylaws permit it to 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
or she 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 or she 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 or she is finally  adjudged  to have been
guilty of or liable for negligence or willful  misconduct in the  performance of
his or her 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.

The Registrant has also purchased a directors' and officers' liability insurance
policy.  Within the  coverage  limit,  the policy  provides  coverage (a) to the
Registrant's directors and officers where the Registrant either is not permitted
by law or is unable, due to insolvency, to indemnify its directors and officers;
and (b) to the Registrant  where the Registrant does indemnify the directors and
officers as permitted, and/or required by law.

Item 7.    Exemption from Registration Claimed.
           ------------------------------------

Not applicable.

Item 8.    Exhibits.
           ---------

An Exhibit Index appears at page 7 hereof.

Item 9.    Undertakings.
           -------------

(a)  Rule 415 Offerings. 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;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   registration    statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement;

          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement;

          Provided,  however,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not
          apply if the information  required to be included in a  post-effective
          amendment by those  paragraphs is contained in periodic  reports filed
          with or  furnished to the  Commission  by the  Registrant  pursuant to
          section 13 or section 15(d) of the Exchange Act that are  incorporated
          by reference in the registration statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act, 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 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)  Filings incorporating  subsequent Exchange Act documents by reference.  The
     undersigned  Registrant hereby undertakes that, for purposes of determining
     any liability  under the  Securities  Act, each filing of the  Registrant's
     annual  report  pursuant to section  13(a) or section 15(d) of the Exchange
     Act that is incorporated by reference in the  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)  Filing of registration  statement on Form S-8.  Insofar as  indemnification
     for  liabilities  arising  under the  Securities  Act 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  Commission  such  indemnification  is against
     public  policy  as  expressed  in the  Securities  Act and  is,  therefore,
     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 of the Registrant in
     the  successful  defense of any action,  suit or proceeding) is asserted by
     such  director,  officer  or  controlling  person  in  connection  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
     Securities  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, State of Mississippi, on May 10, 2005.

                              Trustmark Corporation
                                  (Registrant)

                           By: /s/ Richard G. Hickson
                             ----------------------
                               Richard G. Hickson
                 Chairman, President and Chief Executive Officer
                          (principal executive officer)

                               POWERS OF ATTORNEY
                                       AND
                                   SIGNATURES

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
hereby constitutes and appoints Richard G. Hickson,  Zach L. Wasson and Louis E.
Greer,  and  each of  them,  with  full  power  of  substitution,  as his or her
attorneys-in-fact and agents for him or her and in his or her name and on his or
her behalf as a director of Trustmark  Corporation to prepare,  execute and file
any and all amendments,  including post-effective  amendments, or supplements to
this  registration  statement on Form S-8, and other  documents  (including  any
necessary amendments thereof) which such  attorneys-in-fact may deem appropriate
or necessary and to cause the same to be filed with the Commission.

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities  indicated
below on this 10th day of May, 2005.

     Signature                                               Title
     ---------                                               -----

/s/ Richard G. Hickson                             Chairman, President, Chief
----------------------                           Executive Officer and Director
Richard G. Hickson                                (principal executive officer)

/s/ Zach L. Wasson                                         Treasurer
------------------                                (principal financial officer)
Zach L. Wasson

/s/ Louis E. Greer                                  Chief Accounting Officer
------------------                               (principal accounting officer)
Louis E. Greer

/s/ J. Kelly Allgood                                        Director
--------------------
J. Kelly Allgood

/s/ Reuben V. Anderson                                      Director
----------------------
Reuben V. Anderson

/s/ William C. Deviney, Jr.                                 Director
---------------------------
William C. Deviney, Jr.

/s/ C. Gerald Garnett                                       Director
---------------------
C. Gerald Garnett

/s/ Matthew L. Holleman, III                                Director
----------------------------
Matthew L. Holleman, III

/s/ John M. McCullouch                                      Director
----------------------
John M. McCullouch

/s/ Richard H. Puckett                                      Director
----------------------
Richard H. Puckett

/s/ Carolyn C. Shanks                                       Director
---------------------
Carolyn C. Shanks

/s/ R. Michael Summerford                                   Director
-------------------------
R. Michael Summerford

/s/ Kenneth W. Williams                                     Director
-----------------------
Kenneth W. Williams

/s/ William G. Yates, Jr.                                   Director
-------------------------
William G. Yates, Jr.
EXHIBIT INDEX

Exhibit
Number
-------

4.1  2005 Stock and Incentive  Compensation  Plan  (incorporated by reference to
     Exhibit 10-a to the Registrant's Quarterly Report on Form 10-Q filed on May
     10, 2005).

4.2  Articles  of  Incorporation  of  Trustmark  Corporation   (incorporated  by
     reference to Exhibit 3-a to the Registrant's Annual Report on Form 10-K for
     the fiscal year ended December 31, 2002).

4.3  Bylaws of Trustmark  Corporation,  as amended (incorporated by reference to
     Exhibit 3-b to the  Registrant's  Annual Report on Form 10-K for the fiscal
     year ended December 31, 2002).

5    Opinion of Troutman Sanders LLP, filed herewith.

23.1 Consent of Troutman Sanders LLP (contained in Exhibit 5 hereto).

23.2 Consent of KPMG LLP, filed herewith.

24   Powers of Attorney  (included on the  signature  page of this  registration
     statement).