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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant~~ ~~to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~PURSUANT ofTO ~~Report~~SECTION ~~(Date~~13 ofOR ~~earliest event reported~~15(d): ~~August~~OF 5,THE ~~2011 (August 3, 2011)~~

~~MERCHANTS~~SECURITIES &EXCHANGE ~~MARINE~~ACT ~~BANCORP, INC. (Exact~~OF ~~name of registrant as~~1934 ~~specified in its charter)~~

Mississippi		000-53198		26-2498567
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Date of Report (Date of earliest event reported): December 14, 2011 (December 9, 2011)

3118 Pascagoula Street, Pascagoula, Mississippi		39567
(Address of Principal Executive Offices)		(Zip Code)

MERCHANTS & MARINE BANCORP, INC.

(Exact name of registrant as specified in its charter)

Mississippi

000-53198

26-2498567

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3118 Pascagoula Street, Pascagoula, Mississippi 39567

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (228) 762-3311

Not Applicable ~~(Former name or former address if changed since last report.)~~

~~Check~~(Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the Form~~changed ~~8-K~~since ~~filing~~last isreport) ~~intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~

oCheck ~~Written communications~~the ~~pursuant~~appropriate tobox ~~Rule~~below ~~425~~if ~~under~~ the ~~Securities~~Form ~~Act~~8-K ~~(17~~filing ~~CFR 230.425) o~~is ~~Soliciting~~intended ~~material pursuant~~ to ~~Rule~~simultaneously ~~14a-12~~satisfy ~~under~~ the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR 240.14a-12)~~the oregistrant ~~Pre-commencement~~under ~~communications~~any ~~pursuant~~of ~~to Rule 14d-2(b) under~~ the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General ~~240~~Instruction A.~~14d-~~2~~(b)) o~~. ~~Pre-commencement communications pursuant to Rule 13e-4(c~~below): ~~under the Exchange Act (17 CFR 240.13e-4(c))~~

1 ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Item~~¨ ~~8.01~~Soliciting ~~Other~~material ~~Events~~pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

On¨ ~~August 3, 2011,~~Pre-commencement ~~Merchants~~communications &pursuant ~~Marine~~to ~~Bancorp,~~Rule ~~Inc., a Mississippi corporation~~ 14d-2(~~the “Company”~~b) ~~issued~~under ~~a press release announcing that~~ the ~~Company’s~~ ~~wholly-owned~~Exchange ~~subsidiary,~~Act ~~Merchants & Marine Bank, a Mississippi state banking corporation, entered into a Purchase and Assumption Agreement, dated as of August 3, 2011~~ (~~the~~17 ~~“Purchase Agreement”)~~CFR ~~with Heritage First Bank, an Alabama state banking corporation~~ 240.14d-2(~~“Heritage First”~~b) and wholly-owned subsidiary of Heritage First Bancorp, Inc., a Georgia corporation, to acquire approximately $55 million of the assets and certain liabilities of the branch offices of Heritage First located in Crossville and Gulf Shores, Alabama, respectively. The Purchase Agreement is subject to customary closing conditions, including receipt of applicable regulatory approvals. The Company intends to consummate the Purchase Agreement during the fourth quarter of 2011. )

~~Item~~¨ ~~9.01~~Pre-commencement ~~Financial~~communications ~~Statements~~pursuant ~~and~~to ~~Exhibits~~Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

99Item 8.101 ~~Press~~Other ~~release dated August 3, 2011~~Events.

~~SIGNATURES~~On December 9, 2011, Merchants & Marine Bank (the “Bank”), a wholly-owned subsidiary of Merchants & Marine Bancorp, Inc., a Mississippi corporation (the “Company”) closed the Purchase and Assumption Agreement, dated as of August 3, 2011 with Heritage First Bank, an Alabama state banking corporation (“Heritage First”) and wholly-owned subsidiary of Heritage First Bancorp, Inc., a Georgia corporation, whereby the Bank acquired approximately $55 million of the assets and certain liabilities of the branch offices of Heritage First located in Crossville and Gulf Shores, Alabama, respectively.

~~Pursuant~~SIGNATURES ~~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.~~

~~MERCHANTS~~Pursuant ~~& MARINE~~to ~~BANCORP~~the requirements of the Securities Exchange Act of 1934, ~~INC.~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 5, 2011	By:	/s/ Royce Cumbest
			MERCHANTS & MARINE BANCORP, INC.
		Royce Cumbest
Date: December 14, 2011			By:	/s/ Royce Cumbest
		Chairman of the Board, President and Chief Executive Officer
				Royce Cumbest
		(Principal Executive Officer)
				Chairman of the Board, President and
				Chief Executive Officer
				(Principal Executive Officer)

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release dated August 3, 2011.

Filing Compare · Merchants & Marine Bancorp, Inc.