<PAGE>



                       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 EIN)
incorporation or organization)


               248 E. Capitol Street, Jackson, Mississippi 39201
              (Address of principal executive offices) (Zip Code)

               Trustmark Corporation 1997 Long Term Incentive 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

<PAGE>

                        CALCULATION OF REGISTRATION FEE

                                  PROPOSED        PROPOSED
TITLE OF                          MAXIMUM         MAXIMUM
SECURITIES       AMOUNT           OFFERING        AGGREGATE       AMOUNT OF
TO BE            TO BE            PRICE           OFFERING        REGISTRATION
REGISTERED       REGISTERED       PER SHARE       PRICE           FEE
----------       ----------       ---------       ---------       ------------
Common Stock       300,000         $27.0625       $8,118,750         $2,461
$0.00 par value
per share


(1)  Amount  registered  represents  number of shares  issuable upon exercise of
     options anticipated to be issued under the Trustmark  Corporation 1997 Long
     Term Incentive Plan (the "Plan").

(2)  Registration  fee has been  calculated in accordance with Rule 457(h) under
     the  Securities  Act of 1933 and is based upon the  highest  price at which
     currently issued options may be exercised.


     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,
have  been  provided  to  holders  of  options  issued  pursuant  to 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.

<PAGE>




     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  Corporation  ("Trustmark") on Form 10-K for
     the fiscal year ended December 31, 1996.

(b)  All other reports filed with the Commission by Trustmark since December 31,
     1996 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.

(c)  The  section  entitled  "Description  of  Registrant's   Securities  to  be
     Registered"  contained  in  the  Trustmark'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.

     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 its bylaws,  Trustmark may indemnify
or reimburse the expenses of any person against all reasonable expenses incurred

<PAGE>

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,   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 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 is or was a
director or officer against a liability incurred in the proceeding if the person
conducted  himself  in good  faith and he  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 had no reasonable cause to believe his conduct was unlawful
or, he  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 was  adjudged  liable on the basis  that he  received a
financial benefit to which he was not entitled,  whether or not involving action
in his official capacity.


<PAGE>




     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.

Item 7.  Exemption from Registration Claimed.
         Not applicable.

Item 8.  Exhibits.

     Exhibit No.  Description of Exhibit

     4.1.  Incorporated by reference to Registrant's  Form  10-K  filed for  the
           period ended December 31, 1996.

     5.    Opinion  of  Brunini, Grantham, Grower & Hewes as  to the legality of
           the issuance of the shares.

     23.1  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;


<PAGE>

     (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 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)  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 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, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the date indicated.  Each person whose signature appears below
constitutes  and appoints  Richard G.  Hickson and Gerard R. Host,  or either of
them,  his  true  and  lawful  attorney-in-fact  and  agent, with full  power of
substitution  for the  undersigned  and for the  undersigned's  name,  place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this Registration  Statement and to file the same

<PAGE>

with all exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange  Commission,  granting to said  attorney-in-fact and
agent the full power and authority to do or perform each and every act requisite
thereto,  and ratifying and  confirming  all that said  attorney-in-fact  and/or
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 16th day of
September, 1997.



                              TRUSTMARK CORPORATION

                              /s/ Richard G. Hickson
                              -----------------------
                              Richard G. Hickson
                              President and
                              Chief Executive Officer




<PAGE>




      Signature                             Title                       Date
---------------------------          ----------------------           ----------

/s/ Richard G. Hickson               President and Chief              9/16/97
---------------------------          Executive Officer
    Richard G. Hickson               (Principal Executive                  
                                     Officer)            
                                            
                                            
/s/ Gerard R. Host                   Treasurer (Principal             9/16/97
---------------------------          Financial & Accounting                
    Gerard R. Host                   Officer)


/s/ Frank R. Day                     Chairman                         9/16/97   
---------------------------                            
    Frank R. Day


/s/ J. Kelly Allgood                 Director                         9/16/97
---------------------------
    J. Kelly Allgood


/s/ Reuben V. Anderson               Director                         9/16/97
---------------------------
    Reuben V. Anderson


/s/ John L. Black. Jr.               Director                         9/16/97
---------------------------
    John L. Black, Jr.


/s/ Harry H. Bush                    Director                         9/16/97
---------------------------
    Harry H. Bush


/s/ Robert P. Cooke III              Director                         9/16/97
---------------------------
    Robert P. Cooke III

<PAGE>

/s/ William M. Deviney, Jr.          Director                         9/16/97
---------------------------
    William M. Deviney, Jr.


/s/ D.G. Fountain, Jr.               Director                         9/16/97
---------------------------
    D.G. Fountain, Jr.


/s/ C. Gerald Garnett                Director                         9/16/97
---------------------------
    C. Gerald Garnett


/s/ Matthew L. Holleman III          Director                         9/16/97
---------------------------
    Matthew L. Holleman III


/s/ Fred A. Jones                    Director                         9/16/97
---------------------------
    Fred A. Jones


/s/ T.H. Kendall III                 Director                         9/16/97
---------------------------
    T.H. Kendall III


/s/ Larry L. Lambiotte               Director                         9/16/97
---------------------------
    Larry L. Lambiotte


/s/ Robert V. Massengill             Director                         9/16/97
---------------------------
    Robert V. Massengill


<PAGE>


/s/ Donald E. Meiners                Director                         9/16/97
---------------------------
    Donald E. Meiners


/s/ William Neville III              Director                         9/16/97
---------------------------
    William Neville III


/s/ Richard H. Puckett               Director                         9/16/97
---------------------------
    Richard H. Puckett


/s/ Charles W. Renfrow               Director                         9/16/97
---------------------------
    Charles W. Renfrow


/s/ Clyda S. Rent                    Director                         9/16/97
---------------------------
    Clyda S. Rent


/s/ William Thomas Shows             Director                         9/16/97
---------------------------
    William Thomas Shows


/s/ Harry M. Walker                  Director                         9/16/97
---------------------------
    Harry M. Walker


/s/ LeRoy G. Walker, Jr.             Director                         9/16/97
---------------------------
    LeRoy G. Walker, Jr.


<PAGE>


/s/ Paul H. Watson, Jr.              Director                         9/16/97
---------------------------
    Paul H. Watson, Jr.


/s/ John C. Wheeless, Jr.            Director                         9/16/97
---------------------------
    John C. Wheeless, Jr.


/s/ Allen Wood, Jr.                  Director                         9/16/97
---------------------------
    Allen Wood, Jr.




<PAGE>





                                  EXHIBIT INDEX


Exhibit Number                              Description
--------------          --------------------------------------------------------

    4.1                 Trustmark 1997 Long Term Incentive Plan *
    5.1                 Opinion and Consent of Brunini, Grantham, Grower & Hewes
   23.1                 Consent of Arthur Andersen LLP






*Incorporated by reference.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8-OPTION SHARES", "secsgml_size_bytes": 18479}]
{"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": "333-35889", "film-number": "97682273"}, "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"}}
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 EIN)
incorporation or organization)

               248 E. Capitol Street, Jackson, Mississippi 39201
              (Address of principal executive offices) (Zip Code)

               Trustmark Corporation 1997 Long Term Incentive 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        REGISTRATION
REGISTERED       REGISTERED       PER SHARE       PRICE           FEE
----------       ----------       ---------       ---------       ------------
Common Stock       300,000         $27.0625       $8,118,750         $2,461
$0.00 par value
per share

(1)  Amount  registered  represents  number of shares  issuable upon exercise of
     options anticipated to be issued under the Trustmark  Corporation 1997 Long
     Term Incentive Plan (the "Plan").

(2)  Registration  fee has been  calculated in accordance with Rule 457(h) under
     the  Securities  Act of 1933 and is based upon the  highest  price at which
     currently issued options may be exercised.

     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,
have  been  provided  to  holders  of  options  issued  pursuant  to 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  Corporation  ("Trustmark") on Form 10-K for
     the fiscal year ended December 31, 1996.

(b)  All other reports filed with the Commission by Trustmark since December 31,
     1996 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.

(c)  The  section  entitled  "Description  of  Registrant's   Securities  to  be
     Registered"  contained  in  the  Trustmark'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.

     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 its bylaws,  Trustmark 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,   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 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 is or was a
director or officer against a liability incurred in the proceeding if the person
conducted  himself  in good  faith and he  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 had no reasonable cause to believe his conduct was unlawful
or, he  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 was  adjudged  liable on the basis  that he  received a
financial benefit to which he was not entitled,  whether or not involving action
in his official capacity.
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.

Item 7.  Exemption from Registration Claimed.
         Not applicable.

Item 8.  Exhibits.

     Exhibit No.  Description of Exhibit

     4.1.  Incorporated by reference to Registrant's  Form  10-K  filed for  the
           period ended December 31, 1996.

     5.    Opinion  of  Brunini, Grantham, Grower & Hewes as  to the legality of
           the issuance of the shares.

     23.1  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;
(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 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)  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 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, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the date indicated.  Each person whose signature appears below
constitutes  and appoints  Richard G.  Hickson and Gerard R. Host,  or either of
them,  his  true  and  lawful  attorney-in-fact  and  agent, with full  power of
substitution  for the  undersigned  and for the  undersigned's  name,  place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this Registration  Statement and to file the same
with all exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange  Commission,  granting to said  attorney-in-fact and
agent the full power and authority to do or perform each and every act requisite
thereto,  and ratifying and  confirming  all that said  attorney-in-fact  and/or
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 16th day of
September, 1997.

                              TRUSTMARK CORPORATION

                              /s/ Richard G. Hickson
                              -----------------------
                              Richard G. Hickson
                              President and
                              Chief Executive Officer
Signature                             Title                       Date
---------------------------          ----------------------           ----------

/s/ Richard G. Hickson               President and Chief              9/16/97
---------------------------          Executive Officer
    Richard G. Hickson               (Principal Executive                  
                                     Officer)            
                                            
                                            
/s/ Gerard R. Host                   Treasurer (Principal             9/16/97
---------------------------          Financial & Accounting                
    Gerard R. Host                   Officer)

/s/ Frank R. Day                     Chairman                         9/16/97   
---------------------------                            
    Frank R. Day

/s/ J. Kelly Allgood                 Director                         9/16/97
---------------------------
    J. Kelly Allgood

/s/ Reuben V. Anderson               Director                         9/16/97
---------------------------
    Reuben V. Anderson

/s/ John L. Black. Jr.               Director                         9/16/97
---------------------------
    John L. Black, Jr.

/s/ Harry H. Bush                    Director                         9/16/97
---------------------------
    Harry H. Bush

/s/ Robert P. Cooke III              Director                         9/16/97
---------------------------
    Robert P. Cooke III
/s/ William M. Deviney, Jr.          Director                         9/16/97
---------------------------
    William M. Deviney, Jr.

/s/ D.G. Fountain, Jr.               Director                         9/16/97
---------------------------
    D.G. Fountain, Jr.

/s/ C. Gerald Garnett                Director                         9/16/97
---------------------------
    C. Gerald Garnett

/s/ Matthew L. Holleman III          Director                         9/16/97
---------------------------
    Matthew L. Holleman III

/s/ Fred A. Jones                    Director                         9/16/97
---------------------------
    Fred A. Jones

/s/ T.H. Kendall III                 Director                         9/16/97
---------------------------
    T.H. Kendall III

/s/ Larry L. Lambiotte               Director                         9/16/97
---------------------------
    Larry L. Lambiotte

/s/ Robert V. Massengill             Director                         9/16/97
---------------------------
    Robert V. Massengill
/s/ Donald E. Meiners                Director                         9/16/97
---------------------------
    Donald E. Meiners

/s/ William Neville III              Director                         9/16/97
---------------------------
    William Neville III

/s/ Richard H. Puckett               Director                         9/16/97
---------------------------
    Richard H. Puckett

/s/ Charles W. Renfrow               Director                         9/16/97
---------------------------
    Charles W. Renfrow

/s/ Clyda S. Rent                    Director                         9/16/97
---------------------------
    Clyda S. Rent

/s/ William Thomas Shows             Director                         9/16/97
---------------------------
    William Thomas Shows

/s/ Harry M. Walker                  Director                         9/16/97
---------------------------
    Harry M. Walker

/s/ LeRoy G. Walker, Jr.             Director                         9/16/97
---------------------------
    LeRoy G. Walker, Jr.
/s/ Paul H. Watson, Jr.              Director                         9/16/97
---------------------------
    Paul H. Watson, Jr.

/s/ John C. Wheeless, Jr.            Director                         9/16/97
---------------------------
    John C. Wheeless, Jr.

/s/ Allen Wood, Jr.                  Director                         9/16/97
---------------------------
    Allen Wood, Jr.
EXHIBIT INDEX

Exhibit Number                              Description
--------------          --------------------------------------------------------

    4.1                 Trustmark 1997 Long Term Incentive Plan *
    5.1                 Opinion and Consent of Brunini, Grantham, Grower & Hewes
   23.1                 Consent of Arthur Andersen LLP

*Incorporated by reference.