Mail Stop 4561


								June 29, 2009




By U.S. Mail and Facsimile to (601) 208-6344

Mr. Richard G. Hickson
Chairman, President and Chief Executive Officer
Trustmark Corporation
248 East Capitol Street
Jackson, Mississippi 39201

Re:	Trustmark Corporation
File No. 000-03683
Form 10-Q for the Quarterly Period Ended March 31, 2009
Form 10-K for the fiscal year ended December 31, 2008
      Definitive Schedule 14A filed April 3, 2009



Dear Mr. Hickson:

      We have reviewed your proposed response to our comments
regarding your Form 10-K for the fiscal year ended December 31,
2008
and your draft amendment.  Our accounting review is limited to the
specific comments issued.  Where indicated, we think you should
revise your documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. Please file on EDGAR all correspondence including your two
letters
of May 19, 2009.


Form 10-Q for the Quarterly Period Ended March 31, 2009

2. We note your present various measures and ratios using tangible
common equity.  These financial measures and ratios appear to be
non-
GAAP measures as defined by Regulation G and Item 10(e) of
Regulation
S-K as they are not required by GAAP, Commission Rules, or banking
regulatory requirements.  To the extent you plan to provide these
non-GAAP financial descriptions and ratios in the future, the
staff
notes the following:

* To the extent you disclose or release publicly any material
information that includes a non-GAAP measure, you should be
cognizant
of the requirements in Regulation G to label the measure as non-
GAAP
and provide a reconciliation to the most clearly comparable GAAP
measure.

* To the extent that you plan to disclose these financial
descriptions and ratios in future Item 2.02 Form 8-K`s, you should
provide all of the disclosures required by Item 10(e)(1)(i) of
Regulation S-K as required by Instruction 2 to Item 2.02 of Form
8-K.

* To the extent these financial descriptions and ratios are
disclosed
in future filings with the Commission (including any amended
filings), you should comply with all of the requirements in Item
10(e) of Regulation S-K, including clearly labeling the financial
descriptions and ratios as non-GAAP measures and comply with all
of
the disclosure requirements.




      * * * * * * * * * * * * *



      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing;   and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
      You may contact Christina Harley, at 202-551-3695  or Hugh
West, Branch Chief, at 551-3872 if you have questions regarding
comments on the financial statements and related matters.  Please
contact either Jonathan E. Gottlieb at (202) 551-3416 or me at
(202)
551-3434 with any other questions.



						Sincerely,



						Michael Clampitt
						Senior Attorney