UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d) OFof ~~THE~~the

~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act ~~OF 1934~~of 1934

Date of Report (Date of earliest event reported): ~~March 20~~April 5, 2012 ~~(February 21, 2012)~~

MERCHANTS & MARINE BANCORP, INC.

(Exact name of ~~registrant~~Registrant as specified in its charter)

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

3118 Pascagoula Street, Pascagoula, Mississippi 39567


3118 Pascagoula Street, Pascagoula, Mississippi				39567
(Address of principal executive offices)				(Zip Code)

(~~Address of principal executive offices, including zip code~~228) 762-3311

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

Not Applicable

(Former ~~name~~Name or former address, if changed since last report)

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 4~~ITEM 5.0107. ~~Changes~~SUBMISSION inOF ~~Registrant’s~~MATTERS ~~Certifying~~TO ~~Accountant.~~A VOTE OF SECURITY HOLDERS.

OnThe ~~February 21,~~2012 annual meeting of shareholders (the “2012, Annual Meeting”) of Merchants & Marine Bancorp, Inc., ~~a Mississippi corporation~~ (the “Company”) was held on April 5, ~~dismissed~~2012. At the ~~Company’s~~2012 ~~independent~~Annual ~~registered~~Meeting, ~~public~~Scott ~~accounting~~B. ~~firm,~~Lemon ~~Wolfe,~~Diann ~~McDuff &~~M. ~~Oppie~~Payne, PThomas B. Van Antwerp, and Julius A. (~~“Wolfe~~Jay) Willis, ~~McDuff & Oppie”)~~Jr., ~~The~~DMD ~~decision~~were toelected ~~dismiss~~as ~~Wolfe~~directors, ~~McDuff &~~each ~~Oppie~~to ~~was recommended~~hold byoffice until the Company’s ~~audit~~2015 annual ~~committee~~meeting ~~and~~of ~~approved~~shareholders byor ~~the~~until ~~Company’s~~his ~~board~~or ofher ~~directors~~successor is elected and qualified.

~~Wolfe,~~The ~~McDuff &~~voting ~~Oppie’s~~results ~~reports on the Company’s financial statements as~~ of ~~and for~~ the ~~years ended~~director ~~December 31~~elections, ~~2011~~which ~~and~~were ~~December 31,~~described ~~2010~~in ~~did~~more ~~not~~detail ~~contain~~in ~~any~~the ~~adverse~~definitive ~~opinion~~proxy orstatement ~~disclaimer~~relating ~~of opinion and were not modified as~~ to ~~uncertainty, audit scope, or accounting principles. During~~ the ~~fiscal~~2012 ~~years~~annual ~~ended~~meeting ~~December 31,~~that ~~2011 and 2010 and through~~ the ~~date~~Company offiled ~~this~~with ~~Form 8-K, there were no disagreements between~~ the ~~Company~~Securities and ~~Wolfe,~~Exchange ~~McDuff &~~Commission ~~Oppie~~ on ~~any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Wolfe, McDuff~~March ~~& Oppie~~9, ~~would have caused Wolfe~~2012, ~~McDuff &~~are ~~Oppie~~set toforth ~~make reference to the matter in connection with its report~~below.

Wolfe, McDuff & Oppie has not advised the Company of any of the matters described in Item 304(a)(1)(v) of Regulation S-K of the Securities and Exchange Commission.


	Votes For		Votes Withheld		Broker Non -Votes
Scott B. Lemon		884,282		2,617	47,758
Diann M. Payne		884,542		2,357	47,758
Thomas B. Van Antwerp		886,803		96	47,758
Julius A. (Jay) Willis, Jr., DMD		886,803		96	47,758

~~The~~In ~~Company~~addition ~~has requested Wolfe, McDuff & Oppie~~ to ~~furnish~~ the ~~Company~~foregoing, ~~with a letter addressed to~~ the ~~Securities~~remaining ~~and~~directors ~~Exchange~~not ~~Commission~~up ~~stating~~for ~~whether~~re-election ~~Wolfe,~~at ~~McDuff & Oppie agrees with~~ the ~~above~~2012 ~~statements.~~Annual ~~A copy of Wolfe, McDuff & Oppie’s letter, dated~~Meeting ~~March 20,~~continue ~~2012,~~to isserve ~~attached~~on asthe ~~Exhibit~~Board ~~16.1~~of ~~to this Form 8-K~~Directors.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed as part of this report:

16.1 Letter of Wolfe, McDuff & Oppie

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.

	MERCHANTS & MARINE BANCORP, INC.
Date: March 20, 2012	By:	/s/ Royce Cumbest
Date: April 9, 2012	By:	/s/ Royce Cumbest
		Royce Cumbest
		Chairman of the Board, President and
		Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
		Chief Executive Officer
		(Principal Executive Officer)

EXHIBIT INDEX

ExhibitNumber		Description
16.1		Letter of Wolfe, McDuff & Oppie

Filing Compare · Merchants & Marine Bancorp, Inc.