SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RAINEY WILLIAM O

(Last)

(First)

(Middle)

P. O. BOX 291

(Street)

JACKSON

39205

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRUSTMARK CORP [ TRMK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Wholly Owned Subsidiary

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
common	10/22/2004		M		5,000	A	$22.5625	34,751	D
common	10/22/2004		S		5,000	D	$31.505	29,751	D
common	10/22/2004		M		5,500	A	$22.7812	35,251	D
common	10/22/2004		S		5,500	D	$31.505	29,751	D
common	10/22/2004		M		3,250	A	$25.4569	33,001	D
common	10/22/2004		S		3,250	D	$31.505	29,751	D
common	10/22/2004		M		1,625	A	$24.09	31,376	D
common	10/22/2004		S		1,625	D	$31.505	29,751	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employe Stock Option	$22.5625	10/22/2004		M			5,000	05/09/2002	05/09/2008	common	5,000	⁽¹⁾	10,375	D
Employee Stock Option	$22.7812	10/22/2004		M			5,500	05/11/2003	05/11/2009	common	5,500	⁽²⁾	4,875	D
Employee Stock Option	$25.4569	10/22/2004		M			3,250	04/09/2004	04/09/2012	common	3,250	⁽³⁾	1,625	D
Employee Stock Option	$24.09	10/22/2004		M			1,625	04/15/2004	04/15/2013	common	1,625	⁽⁴⁾	0	D

Explanation of Responses:

1. Exercise price of derivative securities is $22.5625

2. Exercise price of derivative securities is $22.7812

3. Exercise price of derivative securities is $25.4569

4. Exercise price of derivative securities is $24.09

Remarks:

	William O. Rainey by: T. Harris Collier, III, POA	10/25/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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