UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT ~~REPORT~~REPORTPursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934Date of Report (Date of earliest event reported): October 5, 2012

~~Pursuant~~BANCTRUST toFINANCIAL ~~Section 13~~GROUP, orINC. 15(d)Exact name of ~~the~~registrant ~~Securities~~as ~~Exchange~~specified ~~Act~~in ofits ~~1934~~ charter)

~~Date~~ Alabama(State ofor ~~Report~~other ~~(Date~~jurisdiction of ~~earliest event reported~~incorporation): ~~September 26, 2012~~

BANCTRUST FINANCIAL GROUP, INC.


0-15423		63-0909434
(Commission File Number)		(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)


107 St. Francis Street, Mobile, Alabama		36602
(Address of principal executive office)		(Zip Code)

Alabama

(State or other jurisdiction of incorporation)

0-15423		63-0909434
(Commission File Number)		(IRS Employer Identification No.)
107 St. Francis Street, Mobile, Alabama		36602
(Address of principal executive office)		(Zip Code)

Registrant’s telephone number, including area code – (251) 431-7800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

¨Item ~~Written~~1.01 ~~communications~~Entry ~~pursuant~~into toa ~~Rule~~Material ~~425~~Definitive ~~under the Securities Act (17 CFR 230~~Agreement.~~425)~~

¨ On ~~Soliciting~~October ~~material~~5, ~~pursuant~~2012, toBancTrust ~~Rule~~Financial ~~14a-12~~Group, ~~under~~Inc., an Alabama corporation (“BancTrust”), and Trustmark Corporation, a Mississippi corporation (“Trustmark”), entered into Amendment No. 1 (the “Amendment”) ~~Exchange~~to ~~Act~~the Agreement and Plan of Reorganization (17the ~~CFR~~“Merger Agreement”), ~~240~~dated as of May 28, 2012, by and between BancTrust and Trustmark.~~14a-12~~ Pursuant to the Amendment, the parties agreed to (1) close the merger of BancTrust with and into Trustmark on the later to occur of (a) the fifth business day following satisfaction or waiver (subject to applicable law) of the last to occur of the closing conditions (other than those conditions that by their nature are to be satisfied or waived at the closing), and (b) January 25, 2013, and (2) extend the outside closing date from December 31, 2012 to February 28, 2013. A copy of the Amendment is attached hereto as Exhibit 2.1 and incorporated herein by reference. The description of the Amendment as set forth herein is qualified in its entirety by reference to the full text of the Amendment.

¨Item ~~Pre-commencement~~8.01 ~~communications~~Other ~~pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240~~Events.~~14d-2(b))~~

¨ On ~~Pre-commencement~~October ~~communications~~9, ~~pursuant~~2012, toBancTrust ~~Rule~~and ~~13e-4(c)~~Trustmark ~~under~~issued ~~the~~a ~~Exchange~~joint ~~Act~~press ~~(17~~release announcing ~~CFR~~the ~~240~~Amendment described above.~~13e-4(c))~~

Item 59.0701 ~~Submission~~Financial ofStatements ~~Matters~~and ~~to a Vote of Security Holders~~Exhibits.

~~On September 26, 2012, BancTrust Financial Group, Inc. (“BancTrust”) held a special meeting of its shareholders (the “Special Meeting”) to (i) approve the Agreement and Plan~~ ~~of Reorganization, dated May 28, 2012, by and between Trustmark Corporation~~ (~~“Trustmark”~~d) and BancTrust (the “Merger Agreement”), pursuant to which BancTrust will merge with and into Trustmark Corporation (the “Merger”), and (ii) approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to BancTrust’s named executive officers that is based on or otherwise relates to the Merger Exhibits. ~~Notice of the~~ meeting and proxy solicitation materials were mailed to shareholders of record on or about August 13, 2012. As of the record date of August 10, 2012, there were a total of 17,967,388 shares of BancTrust common stock outstanding and entitled to vote at the Special Meeting. The holders of 14,255,267 shares of BancTrust common stock were present at the Special Meeting, either in person or represented by proxy, constituting a quorum. The items voted on at the Special Meeting and the votes for each proposal were as follows:

Proposal 1 – Approval of the Merger Agreement

Exhibit No.	Description of Exhibit

2.1	Amendment No. 1, dated October 5, 2012, to the Agreement and Plan of Reorganization, dated as of May 28, 2012, by and between Trustmark Corporation and BancTrust Financial Group, Inc.
99.1	Press Release dated October 9, 2012.

The proposal to approve the Merger Agreement was approved by the required affirmative vote of the holders of at least 66 2/3% of the outstanding shares of BancTrust common stock. The number of votes cast by holders of BancTrust common stock for and against this proposal, and the number of abstentions and broker nonvotes on this proposal, were as follows:

For		Against		Abstentions		Broker Nonvotes
13,902,397		119,540		233,380		0

Proposal 2 – Non-Binding Advisory Vote Regarding Executive Compensation

The proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to BancTrust’s named executive officers that is based on or otherwise relates to the Merger was approved by the required affirmative vote of a majority of the shares of BancTrust common stock present at the Special Meeting, in person or by proxy. The number of votes cast by holders of BancTrust common stock for and against this proposal, and the number of abstentions and broker nonvotes on this proposal, were as follows:

For		Against		Abstentions		Broker Nonvotes
10,778,567		2,548,038		928,662		0

In connection with the Special Meeting, BancTrust also solicited proxies with respect to a proposal to adjourn the Special Meeting if necessary to solicit additional proxies in favor of the approval of the Merger Agreement (referred to in the proxy materials as Proposal 3). The adjournment proposal was withdrawn and not submitted to the shareholders of BancTrust for approval at the Special Meeting because the holders of BancTrust common stock approved the Merger Agreement by the requisite vote, as disclosed above.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, ~~thereunto~~hereunto duly authorized.

		BANCTRUST FINANCIAL GROUP, INC.
		(Registrant)
Date: September 26, 2012		By:		/s/ F. Michael Johnson
DATE:	October 9, 2012	By:	/s/ F. Michael Johnson
			F. Michael Johnson	~~F. Michael Johnson~~
			Executive Vice President, Chief Financial Officer and Secretary	~~Executive Vice President, Chief Financial Officer and Secretary~~

EXHIBIT INDEX

Exhibit No.	Description of Exhibit

2.1	Amendment No. 1, dated October 5, 2012, to the Agreement and Plan of Reorganization, dated as of May 28, 2012, by and between Trustmark Corporation and BancTrust Financial Group, Inc.
99.1	Press Release dated October 9, 2012.

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