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


                                November 10, 1998
                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) 354-5111
              (Registrant's telephone number, including area code)



Item 5.  Other Events.

On Tuesday,  November  10,  1998,  Trustmark  Corporation's  Board of  Directors
authorized the repurchase of up to 7.5%, or  approximately  5.46 million shares,
of the Corporation's  common stock. The repurchase program,  which is subject to
market conditions and management  discretion,  will be implemented  through open
market purchases or privately negotiated transactions.

Trustmark also announced a 27% increase in its regular  quarterly  dividend from
8.25 cents to 10.5 cents per share. The Board of Directors declared the dividend
payable on December 15, 1998, to  shareholders of record as of December 1, 1998.
This action raises the annual dividend rate from 33 cents to 42 cents per share.

In making these  announcements,  Richard G. Hickson,  Trustmark's  President and
Chief Executive Officer said "The decisions to initiate this repurchase  program
and to  significantly  increase  our  dividend  are votes of  confidence  in the
inherent value in Trustmark shares."

Trustmark  Corporation,  whose stock is traded on the NASDAQ exchange (TRMK), is
the parent company of Trustmark National Bank which is headquartered in Jackson,
Mississippi.  Trustmark National Bank operates 140 branch locations and 147 ATMs
in Mississippi.

To the extent that statements in this report relate to the plans,  objectives or
future performance of Trustmark  Corporation,  these statements may be deemed to
be forward looking statements. Such statements are based on management's current
expectations and the current economic environment. Actual strategies and results
in future periods may differ  materially  from those  currently  expected due to
various risks and uncertainties.  Additional discussion of factors affecting the
company's  business and prospects is contained in its periodic  filings with the
Securities and Exchange Commission.




                                   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/ Frank R. Day                        BY:   /s/ Richard G. Hickson
      -----------------------------                 ----------------------------
      Frank R. Day                                  Richard G. Hickson
      Chairman of the Board                         President & Chief
                                                    Executive Officer

DATE: November 12, 1998                       DATE: November 12, 1998


BY:   /s/ Gerard R. Host
      -----------------------------
      Gerard R. Host
      Treasurer
      (Chief Financial and
      Accounting Officer)

DATE: November 12, 1998