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


                                  May 23, 2003
                Date of Report (Date of earliest event reported)


                              TRUSTMARK CORPORATION
             (Exact name of registrant as specified in its charter)


  Mississippi                       0-3683                        64-0471500
(State or other            (Commission File Number)             (IRS Employer
 jurisdiction of                                             Identification No.)
 incorporation)



                             248 East Capitol Street
                                Jackson, MS 39201
          (Address, including zip code, of principal executive office)


                                 (601) 208-5111
              (Registrant's telephone number, including area code)







Item 5.  Other Events

On May 22, 2003, Trustmark  Corporation  (Trustmark)  (NASDAQ:TRMK) and The Banc
Corporation, Birmingham, Alabama, (NASDAQ:TBNC) jointly announced the signing of
a Letter of Intent pursuant to which Trustmark  National Bank will acquire seven
Florida branches of The Bank,  known as the Emerald Coast Division,  serving the
markets  from Destin to Panama City for a $46.8  million  deposit  premium.  The
Letter of Intent,  which is  subject  to due  diligence,  the  negotiation  of a
definitive   purchase  and  assumption   agreement  and   regulatory   approval,
contemplates  the assumption of all deposit  accounts,  the purchase of selected
loans and the purchase of the seven Emerald Coast branch locations. At March 31,
2003, the Emerald Coast branches  reported deposits of $205 million and loans of
$230  million.  The proposed  transaction  is expected to close during the third
quarter of 2003.

Richard G. Hickson, Chairman and CEO of Trustmark,  stated, "We are delighted to
expand  Trustmark's  franchise in the dynamic  Destin and Panama  City,  Florida
markets.  The associates and advisory  directors of the Emerald Coast operations
of  The  Bank  are   well-respected   and  share  our   commitment  to  customer
satisfaction.  The  customers of these  branches and the  demographics  of these
markets represent an outstanding  opportunity for Trustmark.  We look forward to
building our franchise in Florida, one of the fastest growing and most desirable
markets in the southeast."

James A. Taylor, Chairman and CEO of The Banc Corporation commented,  "This is a
significant transaction for The Banc Corporation and our shareholders. Trustmark
will be gaining a tremendous  group of employees and a solid customer base. This
move will allow us to reallocate our resources into our  Birmingham,  Huntsville
and remaining Florida panhandle franchise where we anticipate significant growth
in the coming years. It will also increase our book value by approximately $1.70
per share."

In order to facilitate its entry into Florida, Trustmark has signed a definitive
agreement  to acquire an existing  Florida  state bank charter from an unrelated
party.  The merger of this Florida  state bank charter into  Trustmark  National
Bank will  provide  Trustmark  with the  right to  conduct  business  throughout
Florida.  Trustmark  will not be acquiring  any loans or deposits as part of the
charter transaction,  which is subject to regulatory approval and expected to be
completed during the third quarter of 2003.

Trustmark  is a financial  services  company  providing  banking  and  financial
solutions  through  over 130 offices and 2,300  associates  in  Mississippi  and
Tennessee.   For  additional   information,   visit   Trustmark's  web  site  at
www.trustmark.com.

The Banc  Corporation is a $1.45 billion bank holding company  headquartered  in
Birmingham,  Alabama.  The principal  subsidiary of The Banc  Corporation is The
Bank, an Alabama  commercial banking  organization  headquartered in Birmingham,
Alabama.  The  Bank  currently  has a total  of  thirty-four  locations,  twenty
throughout the state of Alabama and fourteen  locations along Florida's  emerald
coast and panhandle.

--------------------------------------------------------------------------------
Forward Looking Statements by Trustmark Corporation
This press release contains forward-looking statements within the meaning of and
pursuant to the safe harbor  provisions  of the  Private  Securities  Litigation
Reform  Act  of  1995.  A  forward-looking   statement  in  this  press  release
encompasses  any  estimate,  prediction,   expectation,   projection,   opinion,
anticipation,  outlook or statement of belief included  therein,  as well as the
management assumptions underlying those forward-looking statements. Factors that
might cause future  results to differ from such  forward-looking  statements are
described in Trustmark's  filings with the  Securities and Exchange  Commission.
Trustmark  undertakes no obligation to update or revise any of this information,
whether as the result of new  information,  future  events or  developments,  or
otherwise.


Forward Looking Statements by The Banc Corporation
Statements in this document that are not historical facts are hereby  identified
as "forward  looking  statements" for the purpose of the safe harbor provided by
Section  21E of the  Securities  Exchange  Act of 1934  and  Section  27A of the
Securities Act of 1933. The Banc Corporation cautions that such "forward looking
statements,"  wherever  they  occur  in this  document  or in  other  statements
attributable to The Banc  Corporation are necessarily  estimates  reflecting the
best judgment of The Banc  Corporation's  senior management and involve a number
of risks and uncertainties  that could cause actual results to differ materially
from those suggested by the "forward looking  statements." Such "forward looking
statements"  should,  therefore  be  considered  in light of  various  important
factors  set  forth  from  time to time in The Banc  Corporation's  reports  and
registration statements filed with the SEC.

The Banc  Corporation  disclaims  any intent or  obligation  to update  "forward
looking statements."

Trustmark's  investor  contacts are Zach Wasson,  Executive  Vice  President and
Chief Financial  Officer  (601-208-6816),  and Joseph Rein, First Vice President
(601-208-6898). Trustmark's media contact is Gray Wiggers, Senior Vice President
(601-208-5942).

The Banc  Corporation's  investor contact is Tom Jung, Senior Vice President and
Director  of  Marketing  and  Investor   Relations   (205-327-3547).   The  Banc
Corporation's  media contact is Carolyn Miles of The Abernathy  MacGregor  Group
(212-371-5999).








                                   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.

                              TRUSTMARK CORPORATION


BY:    /s/ Richard G. Hickson                   BY:    /s/ Zach L. Wasson
       ----------------------                          ------------------
       Richard G. Hickson                              Zach L. Wasson
       Chairman of the Board, President                Treasurer (Principal
       & Chief Executive Officer                       Financial Officer

DATE:  May 23, 2003                             DATE:  May 23, 2003