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

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT ~~REPORTPursuant to~~REPORT ~~Section 13 or 15(d) of the Securities Exchange Act of 1934Date of Report (Date of earliest event reported): January 24, 2013~~

~~BANCTRUST~~Pursuant ~~FINANCIAL~~to ~~GROUP,~~Section 13 ~~INC.(Exact name~~or of15 ~~registrant as specified in its charter~~(d) of

~~Alabama(State~~the orSecurities ~~other~~Exchange Act ~~jurisdiction~~ of ~~incorporation)~~ 1934

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

Date of Report (Date of earliest event reported): February 15, 2013

107 St. Francis Street, Suite 3100, Mobile, Alabama	36602
(Address of principal executive office)	(Zip Code)

BANCTRUST FINANCIAL GROUP, INC.

~~Registrant’s~~(Exact ~~telephone~~name ~~number,~~of ~~including~~registrant ~~area~~as ~~code~~specified –in ~~(251~~its charter) ~~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):

Alabama

0-15423

63-0909434

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

⃞ 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))


107 St. Francis Street, Suite 3100, Mobile, Alabama		36602
(Address of principal executive offices)		(Zip Code)

~~Item~~Registrant’s ~~8.01~~telephone ~~Other~~number, ~~Events.~~including area code: (251) 431-7800

OnNot ~~January~~applicable 24, 2013, BancTrust Financial Group, Inc., an Alabama corporation (“BancTrust”) issued a press release announcing that all required regulatory approvals have been received in connection with the proposed merger of BancTrust into Trustmark Corporation. Subject to customary closing conditions contained in the merger agreement, the transaction is expected to be effective as of the close of business on Friday, February 15, 2013. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

~~Forward-Looking~~(Former ~~Statements~~ name or former address, if changed since last report)

~~Certain~~Check ~~statements contained in this document constitute forward-looking statements within~~ the ~~meaning~~appropriate ofbox ~~the Private Securities Litigation~~below ~~Reform~~if Act of 1995. You can identify forward-looking statements by words such as “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “could,” “future” or the ~~negative~~Form of those terms or other words of similar meaning. You should read statements that contain these words carefully because they discuss our future expectations or state other “forward8-~~looking”~~K ~~information. These~~filing ~~forward-looking~~is ~~statements include,~~intended ~~but are not limited~~ to, ~~statements~~simultaneously ~~relating~~satisfy to anticipated future operating and financial performance measures, including net interest margin, credit quality, business initiatives, growth opportunities and growth rates, among other things, and encompass any estimate, prediction, expectation, projection, opinion, anticipation, outlook or statement of belief included therein as well as the ~~management~~ ~~assumptions~~filing ~~underlying~~obligation ~~these forward-looking statements. You should be aware that the occurrence~~ of the ~~events~~registrant ~~described~~ under ~~the caption~~any ~~“Risk~~of ~~Factors” in Trustmark’s and BancTrust’s filings with~~ the ~~Securities~~ ~~and~~following ~~Exchange~~provisions: Commission could have an adverse effect on our business, results of operations and financial condition. Should one or more of these risks materialize, or should any such underlying assumptions prove to be significantly different, actual results may vary significantly from those anticipated, estimated, projected or expected.

~~Risks~~¨ ~~that~~Written ~~could~~communications ~~cause~~pursuant ~~actual results~~ to ~~differ~~Rule ~~materially~~425 ~~from~~under ~~current expectations of Management include, but are not limited to, changes in~~ the ~~level~~Securities ofAct ~~nonperforming~~(17 ~~assets~~CFR and charge-offs, local, state and national economic and market conditions, including the extent and duration of the current volatility in the credit and financial markets, changes in our ability to measure the fair value of assets in our portfolio, material changes in the level and/or volatility of market interest rates, the performance and demand for the products and services we offer, including the level and timing of withdrawals from our deposit accounts, the costs and effects of litigation and of unexpected or adverse outcomes in such litigation, our ability to attract noninterest-bearing deposits and other low-cost funds, competition in loan and deposit pricing, as well as the entry of new competitors into our markets through de novo expansion and acquisitions, economic conditions, including the potential impact of the European financial crisis on the U230.S. economy and the markets we serve, and monetary and other governmental actions designed to address the level and volatility of interest rates and the volatility of securities, currency and other markets, the enactment of legislation and changes in existing regulations, or enforcement practices, or the adoption of new regulations, changes in accounting standards and practices, including changes in the interpretation of existing standards, that affect our consolidated financial statements, changes in consumer spending, borrowings and savings habits, technological changes, changes in the financial performance or condition of our borrowers, changes in our ability to control expenses, changes in our compensation and benefit plans, greater than expected costs or difficulties related to the integration of acquisitions or new products and lines of business, natural disasters, environmental disasters, acts of war or terrorism, the expected completion of the proposed merger of BancTrust into Trustmark, including the ability to maintain relationships with customers, employees or suppliers as well as the ability to successfully integrate the business and realize cost savings and any other synergies and the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect and other risks described in our filings with the Securities and Exchange Commission. 425)

~~Although~~¨ weSoliciting ~~believe~~material ~~that~~pursuant ~~the~~to ~~expectations~~Rule ~~reflected in such forward~~14a-~~looking~~12 ~~statements~~under are reasonable, we can give no assurance that such expectations will prove to be correct. Except as required by law, we undertake no obligation to update or revise any of this information, whether as the ~~result~~Exchange ofAct ~~new~~(17 ~~information,~~CFR ~~future events or developments or otherwise~~240.~~Item 9.01 Financial Statements and Exhibits.~~ 14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(db) ~~Exhibits~~ under the Exchange Act (17 CFR 240.14d-2(b))

Exhibit No.	Description of Exhibit
99.1	Press Release issued by BancTrust Financial Group, Inc. on January 24, 2013.

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~SIGNATURES~~ Introductory Note

~~Pursuant~~On toFebruary 15, 2013, BancTrust Financial Group, Inc. (“BancTrust”) completed its merger (the ~~requirements~~“Merger”) with and into Trustmark Corporation (“Trustmark”) pursuant to an Agreement and Plan of ~~the~~Reorganization, ~~Securities~~dated ~~Exchange~~as ~~Act~~of May 28, 2012 and amended as of ~~1934~~October 5, ~~the Registrant~~2012, ~~has~~by ~~duly~~and ~~caused~~between ~~this~~Trustmark ~~report~~and toBancTrust be(as ~~signed~~amended, onthe ~~its~~“Merger ~~behalf~~Agreement”). byAs a result of the Merger, BancTrust’s separate ~~undersigned~~corporate ~~thereunto~~existence ~~duly~~ceased ~~authorized~~and Trustmark continued as the surviving corporation.

		BANCTRUST FINANCIAL GROUP, INC.
		(Registrant)
Date:	January 24, 2013	By:	/s/ F. Michael Johnson
			F. Michael Johnson
			Executive Vice President, Chief Financial Officer and Secretary

Item 2.01

Completion of Acquisition or Disposition of Assets.

~~EXHIBIT~~The information set forth in the Introductory Note above and Item ~~INDEX~~ 5.01 below is incorporated herein by reference.

Exhibit No.	Description of Exhibit
99.1	Press Release issued by BancTrust Financial Group, Inc. on January 24, 2013.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the Merger, BancTrust notified The Nasdaq Global Select Market (“Nasdaq”) on February 15, 2013, that each outstanding share of BancTrust common stock, $0.01 par value, was converted into the right to receive 0.125 of a share of Trustmark common stock and requested that Nasdaq file with the Securities and Exchange Commission (“SEC”) an application on Form 25 to report that the shares of common stock of BancTrust are no longer listed on the Nasdaq. Accordingly, trading of BancTrust’s common stock on Nasdaq was suspended prior to the commencement of trading on February 19, 2013. Additionally, BancTrust intends to file with the SEC a Certification on Form 15 under the Exchange Act requesting that the shares of BancTrust common stock be deregistered and that BancTrust’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.03

Material Modification to Rights of Security Holders.

On February 15, 2013, pursuant to the terms of the Merger Agreement, each share of BancTrust’s common stock was converted into the right to receive 0.125 of a share of Trustmark common stock, plus cash in lieu of fractional shares. As of the effective time of the Merger, holders of BancTrust’s common stock immediately prior to the effective time of the Merger ceased to have any rights as shareholders of BancTrust, other than the right to receive the Merger consideration.

Additionally, each outstanding and unvested option to purchase shares of BancTrust common stock that was not exercised on or before the Effective Time was terminated and cancelled for no consideration. Each outstanding share of BancTrust restricted stock became fully vested and free of restrictions immediately prior to the Effective Time, and at the Effective Time was converted into the right to receive 0.125 shares of common stock of Trustmark. The deferred stock rights in respect of BancTrust common stock under the BancTrust director deferred compensation plan were converted into the right to receive the number of shares of Trustmark common stock equal to the number of shares of BancTrust common stock underlying the deferred stock right multiplied by 0.125 shares of common stock of Trustmark, with distributions to be made in accordance with the terms of the plan and the Merger Agreement.

The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference as Exhibit 2.1.

Item 5.01

Changes in Control of Registrant.

On February 15, 2013, pursuant to the terms of the Merger Agreement, BancTrust merged with and into Trustmark, with Trustmark continuing as the surviving corporation.

Immediately following the Merger, BankTrust, an Alabama banking corporation and wholly owned subsidiary of BancTrust, merged with and into Trustmark National Bank, a national banking association and wholly owned subsidiary of Trustmark, with Trustmark National Bank surviving the merger and continuing its corporate existence.

Item 8.01

Other Events.

Effective February 15, 2013, pursuant to a Securities Purchase Agreement dated as of February 11, 2013, among Trustmark, BancTrust and the U.S. Department of Treasury (“Treasury”), Trustmark purchased from Treasury all of the outstanding shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, of BancTrust, originally issued by BancTrust to Treasury in connection with BancTrust’s participation in Treasury’s Troubled Asset Relief Program Capital Purchase Program (the “TARP Preferred Stock”), and the warrant issued by BancTrust to Treasury on December 19, 2008 in connection with the issuance of the TARP Preferred Stock, for an aggregate purchase price of $50,015,000.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description of Exhibit

2.1		Agreement and Plan of Reorganization by and between Trustmark Corporation and BancTrust Financial Group, Inc., dated May 28, 2012 (attached as Exhibit 2.1 to BancTrust Financial Group, Inc.’s Current Report on Form 8-K filed on June 1, 2012 and incorporated herein by reference).

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.

Date: February 15, 2013	By:	/s/ F. Michael Johnson
		Name:	F. Michael Johnson
		Title:	Executive Vice President, Chief Financial Officer and Secretary

EXHIBIT INDEX


Exhibit No.		Description of Exhibit

2.1		Agreement and Plan of Reorganization by and between Trustmark Corporation and BancTrust Financial Group, Inc., dated May 28, 2012 (attached as Exhibit 2.1 to BancTrust Financial Group, Inc.’s Current Report on Form 8-K filed on June 1, 2012 and incorporated herein by reference).

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