UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        POST EFFECTIVE AMENDMENT NO. 2 TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                              TRUSTMARK CORPORATION
              (Exact name of registrant as specified in it 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 offices including zip code)


               Trustmark Corporation 1997 Long Term Incentive Plan
                            (Full title of the plan)


                                 LOUIS E. GREER
                            Chief Accounting Officer
                              Trustmark Corporation
                              248 E. Capitol Street
                                Jackson, MS 39201
                        (601) 208-2310, Fax (601)208-6871
                   (Name and address, including area code and
                     telephone number, 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
<TABLE>
<CAPTION>

                                    Proposed maximum   Proposed maximum
Title of securities  Amount to be    offering price   aggregate offering     Amount of
 to  be registered    registered       per share            price         registration fee
-------------------  -------------  ----------------  ------------------  ----------------
<S>                   <C>           <C>                <C>                 <C>
  Common Stock
$0.00 par value
   per share           1,366,124        $27.13           $37,062,944          $4,362
</TABLE>

Registration  fee has been  calculated in accordance  with Rule 457(h) under the
Securities  Act of 1933 and is based upon the average price at which 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]

Explanation
-----------
This  Post-Effective  Amendment  No. 2 is  being  filed  to  register  1,366,124
additional  shares issuable  pursuant to  Registrant's  1997 Long Term Incentive
Plan.

Registrant  initially  registered  300,000  shares  pursuant  to a  registration
statement  on Form S-8,  which  became  effective  September  18, 1997 (File No.
333-35889).  Effective March 30, 1998,  Registrant's  shares were split 2 for 1,
increasing the number of registered shares to 600,000.

Registrant  registered  300,000  additional  shares  pursuant to a  registration
statement  on  Form  S-8,  which  became  effective  June  21,  2000  (File  No.
333-39786), increasing the number of registered shares to 900,000.

This amendment increases the number of registered shares to 2,266,124.

The contents of the earlier  Registration  Statements on Form S-8 (File No. 333-
35889) and (File No. 333-39786) are incorporated herein by reference.


                                     Part II

Item 8.       Exhibits.

Exhibit No.   Description of Exhibit
-----------   ----------------------
5.1           Opinion and Consent of Brunini, Grantham, Grower & Hewes as to the
                legality of the issuance of the shares.

23.1          Consent of KPMG LLP

<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 Post  Effective
Amendment  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Jackson and State of  Mississippi on the 19th day of
April, 2005.

                              TRUSTMARK CORPORATION


                             /s/ Richard G. Hickson
                             ----------------------
                               Richard G. Hickson
                 Chairman, President and Chief Executive Officer
                          (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post Effective
Amendment has been signed by the following persons in the capacities and on the
date indicated.

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

/s/ Richard G. Hickson         Chairman, President and Chief      April 19, 2005
 ----------------------------  Executive Officer (Principal
Richard G. Hickson             Executive Officer), Director


/s/ Zach L. Wasson             Treasurer (Principal               April 19, 2005
----------------------------   Financial Officer)
Zach L. Wasson


/s/ Louis E. Greer             Chief Accounting Officer           April 19, 2005
----------------------------   (Principal Accounting Officer)
Louis E. Greer


/s/ J. Kelly Allgood           Director                           April 19, 2005
----------------------------
J. Kelly Allgood


/s/ Reuben V. Anderson         Director                           April 19, 2005
----------------------------
Reuben V. Anderson


/s/ John L. Black, Jr.         Director                           April 19, 2005
----------------------------
John L. Black, Jr.


/s/ William C. Deviney, Jr.    Director                           April 19, 2005
----------------------------
William C. Deviney, Jr.


/s/ C. Gerald Garnett          Director                           April 19, 2005
----------------------------
C. Gerald Garnett


/s/ Matthew L. Holleman, III   Director                           April 19, 2005
----------------------------
Matthew L. Holleman, III


/s/ Richard H. Puckett         Director                           April 19, 2005
----------------------------
Richard H. Puckett


/s/ Carolyn C. Shanks          Director                           April 19, 2005
----------------------------
Carolyn C. Shanks


                               Director
----------------------------
Kenneth W. Williams


/s/ William G. Yates, Jr       Director                           April 19, 2005
----------------------------
William G. Yates, Jr.

<PAGE>

Exhibit 5.1

                     BRUNINI, GRANTHAM, GROWER & HEWES, PLLC

TELEPHONE                       ATTORNEYS AT LAW            MAILING ADDRESS
(601) 948-3101               1400 TRUSTMARK BUILDING    POST OFFICE DRAWER 119
                             248 EAST CAPITOL STREET  JACKSON, MISSISSIPPI 39205
FACSIMILE                   JACKSON, MISSISSIPPI 39201
(601) 960-6902

                                 April 15, 2005

Trustmark Corporation
248 East Capitol Street
Jackson, Mississippi 39201

Ladies and Gentlemen:

     We  have  acted  as  counsel  to  Trustmark   Corporation,   a  Mississippi
corporation  ("Trustmark")  in connection with the preparation of Post Effective
Amendment  No. 2 to its  registration  statement  on Form S-8 as filed  with the
Securities  and Exchange  Commission  pursuant to the Securities Act of 1933, as
amended (the "Registration  Statement") which Registration  Statement relates to
the proposed  offer by Trustmark to certain of its  employees of up to 1,385,974
additional shares (the "Shares") of the common stock of Trustmark  issuable upon
the  exercise  of certain  options  which have been or may be granted  under the
Trustmark  1997 Long Term  Incentive  Plan (the  "Plan").  This opinion is being
furnished to you to be included as an Exhibit to the Registration Statement.

     We are of the  opinion  that the  Shares  have  been  duly  authorized  for
issuance and, when the  Registration  Statement has been declared  effective and
the Shares  issued in  accordance  with the Plan,  such  Shares  will be validly
issued, fully paid and non-accessible.

     We hereby  consent  to the  filing of this  opinion  as an  Exhibit  to the
Registration  Statement  and to the  reference  to our firm in the  Registration
Statement.

                                 Very truly yours,

                                 /s/ Robert D. Drinkwater

<PAGE>
Exhibit 23.1

            Consent of Independent Registered Public Accounting Firm


The Board of Directors
Trustmark Corporation:


We consent to the use of our reports  dated March 11, 2005,  with respect to the
consolidated balance sheets of Trustmark Corporation as of December 31, 2004 and
2003,   and  the  related   consolidated   statements  of  income,   changes  in
shareholders'  equity  and cash  flows for each of the  years in the  three-year
period ended December 31, 2004,  management's assessment of the effectiveness of
internal  control over  financial  reporting  as of December  31, 2004,  and the
effectiveness  of internal  control over financial  reporting as of December 31,
2004, incorporated by reference herein.

/s/ KPMG LLP

Jackson, Mississippi
April 14, 2005
[{"type": "S-8", "sequence": "1", "filename": "s8_041905.txt", "description": "S-8 1997 REMAINING SHARES", "secsgml_size_bytes": 9612}]
{"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": "333-124178", "film-number": "05760890"}, "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"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        POST EFFECTIVE AMENDMENT NO. 2 TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                              TRUSTMARK CORPORATION
              (Exact name of registrant as specified in it 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 offices including zip code)

               Trustmark Corporation 1997 Long Term Incentive Plan
                            (Full title of the plan)

                                 LOUIS E. GREER
                            Chief Accounting Officer
                              Trustmark Corporation
                              248 E. Capitol Street
                                Jackson, MS 39201
                        (601) 208-2310, Fax (601)208-6871
                   (Name and address, including area code and
                     telephone number, 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 maximum   Proposed maximum
Title of securities  Amount to be    offering price   aggregate offering     Amount of
 to  be registered    registered       per share            price         registration fee
-------------------  -------------  ----------------  ------------------  ----------------
Common Stock
$0.00 par value
   per share           1,366,124        $27.13           $37,062,944          $4,362
Registration  fee has been  calculated in accordance  with Rule 457(h) under the
Securities  Act of 1933 and is based upon the average price at which 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]

Explanation
-----------
This  Post-Effective  Amendment  No. 2 is  being  filed  to  register  1,366,124
additional  shares issuable  pursuant to  Registrant's  1997 Long Term Incentive
Plan.

Registrant  initially  registered  300,000  shares  pursuant  to a  registration
statement  on Form S-8,  which  became  effective  September  18, 1997 (File No.
333-35889).  Effective March 30, 1998,  Registrant's  shares were split 2 for 1,
increasing the number of registered shares to 600,000.

Registrant  registered  300,000  additional  shares  pursuant to a  registration
statement  on  Form  S-8,  which  became  effective  June  21,  2000  (File  No.
333-39786), increasing the number of registered shares to 900,000.

This amendment increases the number of registered shares to 2,266,124.

The contents of the earlier  Registration  Statements on Form S-8 (File No. 333-
35889) and (File No. 333-39786) are incorporated herein by reference.

                                     Part II

Item 8.       Exhibits.

Exhibit No.   Description of Exhibit
-----------   ----------------------
5.1           Opinion and Consent of Brunini, Grantham, Grower & Hewes as to the
                legality of the issuance of the shares.

23.1          Consent of KPMG LLP
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 Post  Effective
Amendment  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Jackson and State of  Mississippi on the 19th day of
April, 2005.

                              TRUSTMARK CORPORATION

                             /s/ Richard G. Hickson
                             ----------------------
                               Richard G. Hickson
                 Chairman, President and Chief Executive Officer
                          (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post Effective
Amendment has been signed by the following persons in the capacities and on the
date indicated.

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

/s/ Richard G. Hickson         Chairman, President and Chief      April 19, 2005
 ----------------------------  Executive Officer (Principal
Richard G. Hickson             Executive Officer), Director

/s/ Zach L. Wasson             Treasurer (Principal               April 19, 2005
----------------------------   Financial Officer)
Zach L. Wasson

/s/ Louis E. Greer             Chief Accounting Officer           April 19, 2005
----------------------------   (Principal Accounting Officer)
Louis E. Greer

/s/ J. Kelly Allgood           Director                           April 19, 2005
----------------------------
J. Kelly Allgood

/s/ Reuben V. Anderson         Director                           April 19, 2005
----------------------------
Reuben V. Anderson

/s/ John L. Black, Jr.         Director                           April 19, 2005
----------------------------
John L. Black, Jr.

/s/ William C. Deviney, Jr.    Director                           April 19, 2005
----------------------------
William C. Deviney, Jr.

/s/ C. Gerald Garnett          Director                           April 19, 2005
----------------------------
C. Gerald Garnett

/s/ Matthew L. Holleman, III   Director                           April 19, 2005
----------------------------
Matthew L. Holleman, III

/s/ Richard H. Puckett         Director                           April 19, 2005
----------------------------
Richard H. Puckett

/s/ Carolyn C. Shanks          Director                           April 19, 2005
----------------------------
Carolyn C. Shanks

                               Director
----------------------------
Kenneth W. Williams

/s/ William G. Yates, Jr       Director                           April 19, 2005
----------------------------
William G. Yates, Jr.
Exhibit 5.1

                     BRUNINI, GRANTHAM, GROWER & HEWES, PLLC

TELEPHONE                       ATTORNEYS AT LAW            MAILING ADDRESS
(601) 948-3101               1400 TRUSTMARK BUILDING    POST OFFICE DRAWER 119
                             248 EAST CAPITOL STREET  JACKSON, MISSISSIPPI 39205
FACSIMILE                   JACKSON, MISSISSIPPI 39201
(601) 960-6902

                                 April 15, 2005

Trustmark Corporation
248 East Capitol Street
Jackson, Mississippi 39201

Ladies and Gentlemen:

     We  have  acted  as  counsel  to  Trustmark   Corporation,   a  Mississippi
corporation  ("Trustmark")  in connection with the preparation of Post Effective
Amendment  No. 2 to its  registration  statement  on Form S-8 as filed  with the
Securities  and Exchange  Commission  pursuant to the Securities Act of 1933, as
amended (the "Registration  Statement") which Registration  Statement relates to
the proposed  offer by Trustmark to certain of its  employees of up to 1,385,974
additional shares (the "Shares") of the common stock of Trustmark  issuable upon
the  exercise  of certain  options  which have been or may be granted  under the
Trustmark  1997 Long Term  Incentive  Plan (the  "Plan").  This opinion is being
furnished to you to be included as an Exhibit to the Registration Statement.

     We are of the  opinion  that the  Shares  have  been  duly  authorized  for
issuance and, when the  Registration  Statement has been declared  effective and
the Shares  issued in  accordance  with the Plan,  such  Shares  will be validly
issued, fully paid and non-accessible.

     We hereby  consent  to the  filing of this  opinion  as an  Exhibit  to the
Registration  Statement  and to the  reference  to our firm in the  Registration
Statement.

                                 Very truly yours,

                                 /s/ Robert D. Drinkwater
Exhibit 23.1

            Consent of Independent Registered Public Accounting Firm

The Board of Directors
Trustmark Corporation:

We consent to the use of our reports  dated March 11, 2005,  with respect to the
consolidated balance sheets of Trustmark Corporation as of December 31, 2004 and
2003,   and  the  related   consolidated   statements  of  income,   changes  in
shareholders'  equity  and cash  flows for each of the  years in the  three-year
period ended December 31, 2004,  management's assessment of the effectiveness of
internal  control over  financial  reporting  as of December  31, 2004,  and the
effectiveness  of internal  control over financial  reporting as of December 31,
2004, incorporated by reference herein.

/s/ KPMG LLP

Jackson, Mississippi
April 14, 2005