UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. ~~20549~~20549FORM 8-KCURRENT REPORTPursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

~~FORM~~ Date ~~8-K~~of Report (Date of earliest event reported): October 29, 2012

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

BANCTRUST FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Alabama(State or other jurisdiction of incorporation)

Alabama	0-15423	63-0909434
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

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

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

Registrant's telephone number, including area code: (251) 431-7800

~~Registrant’s~~Not ~~telephone~~applicable ~~number~~(Former name or former address, ~~including~~if ~~area~~changed ~~code~~since –last ~~(251~~report) ~~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 communications ~~1.01~~pursuant ~~Entry~~to ~~into~~Rule a425 ~~Material~~under ~~Definitive~~the ~~Agreement~~Securities Act (17 CFR 230.425)

~~On October 5, 2012, BancTrust Financial Group, Inc., an Alabama~~⃞ ~~corporation (“BancTrust”), and Trustmark Corporation, a Mississippi~~Soliciting ~~corporation~~material ~~(“Trustmark”),~~pursuant ~~entered~~to ~~into~~Rule ~~Amendment~~14a-12 ~~No.~~under ~~1 (~~the ~~“Amendment”)~~ toExchange ~~the~~Act ~~Agreement and Plan of Reorganization~~ (~~the~~17 ~~“Merger~~CFR ~~Agreement”), dated as of May 28, 2012, by and between BancTrust and Trustmark~~240. ~~Pursuant to the Amendment, the parties agreed to (1~~14a-12) ~~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 communications ~~8.01~~pursuant ~~Other~~to ~~Events~~Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

On⃞ Pre-commencement communications ~~October~~pursuant 9,to ~~2012,~~Rule ~~BancTrust~~13e-4(c) ~~and~~under ~~Trustmark~~the ~~issued~~Exchange aAct ~~joint~~(17 ~~press release~~CFR ~~announcing the Amendment described above~~240.13e-4(c))

Item 2.02

Results of Operations and Financial Condition

On October 29, 2012, BancTrust Financial Group, Inc. issued a press release announcing its financial results for the third quarter ended September 30, 2012. A copy of the press release is furnished herewith as Exhibit 99.1.

The information in this Form 8-K concerning such press release and Exhibit 99.1 attached hereto shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
Exhibit Number	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 issued October 29, 2012
99.1	Press Release dated October 9, 2012.

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, hereunto duly authorized.

		BANCTRUST FINANCIAL GROUP, INC.
		(Registrant)
DATE:	October 29, 2012	By:	/s/ F. Michael Johnson
DATE:	October 9, 2012	By:	/s/ F. Michael Johnson
			F. Michael Johnson
			Executive Vice President, Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
Exhibit	Description
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 issued October 29, 2012
99.1	Press Release dated October 9, 2012.

Filing Compare · BANCTRUST FINANCIAL GROUP INC