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CUSIP NO. 800013	13G	Page 2 of 11 Pages

1.		NAME OF REPORTING PERSON
		I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
		Robin Robinson
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) (b)		[  ] [  ]
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION
		UNITED STATES

		5.		SOLE VOTING POWER
NUMBER OF				7,299
SHARES
BENEFICIALLY		6.		SHARED VOTING POWER
OWNED BY
EACH				147,143
REPORTING
PERSON		7.		SOLE DISPOSITIVE POWER
WITH:
				0
		8.		SHARED DISPOSITIVE POWER
				1,280,660

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		1,280,660
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*		[  ]
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		9.8%
12.		TYPE OF REPORTING PERSON*
		IN

 

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CUSIP NO. 800013	13G	Page 3 of 11 Pages

1.		NAME OF REPORTING PERSON
		I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
		Lampkin Butts
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) (b)		[  ] [  ]
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION
		UNITED STATES

		5.		SOLE VOTING POWER
NUMBER OF				38,498
SHARES
BENEFICIALLY		6.		SHARED VOTING POWER
OWNED BY
EACH				147,143
REPORTING
PERSON		7.		SOLE DISPOSITIVE POWER
WITH:
				13,248
		8.		SHARED DISPOSITIVE POWER
				1,280,660

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		1,293,908
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*		[  ]
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		9.9%
12.		TYPE OF REPORTING PERSON*
		IN

 

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CUSIP NO. 800013	13G	Page 4 of 11 Pages

1.		NAME OF REPORTING PERSON
		I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
		TRUSTMARK NATIONAL BANK 64-0180810
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) (b)		[  ] [  ]
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION
		UNITED STATES

		5.		SOLE VOTING POWER
NUMBER OF				0
SHARES
BENEFICIALLY		6.		SHARED VOTING POWER
OWNED BY
EACH				147,143
REPORTING
PERSON		7.		SOLE DISPOSITIVE POWER
WITH:
				0
		8.		SHARED DISPOSITIVE POWER
				1,280,660

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		1,280,660
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*		[  ]
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		9.8%
12.		TYPE OF REPORTING PERSON*
		BK

 

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CUSIP NO. 800013	13G	Page 6 of 11 Pages

Item 2(c). Citizenship:

Lampkin Butts and Robin Robinson are United States citizens.

Trustmark National Bank is a bank organized under the laws of the United States.

Item 2(d). Title of Class of Securities:

Common Stock, par value $1.00 per share.

 

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CUSIP NO. 800013	13G	Page 7 of 11 Pages

Item 2(e). Cusip Number:

             800013

Item 3.     If this statement is filed pursuant to § 240.13d-1(b) or § 240.13d-2(b) or (c), check whether the person filing is a:

	(a)	[ ]	Broker or dealer registered under Section 15 of the Act.
	(b)	[x]	Bank as defined in section 3(a)(6) of the Act. (Trustmark National Bank Only.)
	(c)	[ ]	Insurance company as defined in section 3(a)19 of the Act.
	(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940.
	(e)	[ ]	An investment adviser in accordance with § 240.13(d)-1(b)(1)(ii)(E);
	(f)	[ ]	An employee benefit plan or endowment fund in accordance with § 240.13(d)-1(b)(1)(ii)(F);
	(g)	[ ]	A parent holding company or control person in accordance with § 240.13(d)-1(b)(1)(ii)(G);
	(h)	[ ]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
	(j)	[ ]	Group, in accordance with § 240.13(d)-1(b)(1)(ii)(J).

Item 4.	Ownership
	The paragraphs below set forth information for each of the reporting persons as of the date of filing of this report with respect to the following:

(a)		amount beneficially owned;
(b)		percent of class; and
(c)		number of shares as to which such person has: (i) sole power to vote or to direct the vote; (ii) shared power to vote or to direct the vote; (iii)sole power to dispose or to direct the disposition; (iv) shared power to dispose or to direct the disposition.

 

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CUSIP NO. 800013	13G	Page 8 of 11 Pages

1. This amended statement is filed on behalf of Lampkin Butts and Robin Robinson, individually and in their capacities as trustees of the Employee Stock Ownership Plan and Trust of Sanderson Farms, Inc. and Affiliates (the “ESOP”), and on behalf of Trustmark National Bank in its capacity as a trustee of the ESOP. The ESOP is the record owner of 1,280,660 shares of common stock of the Company. Trustmark National Bank and Mr. Butts and Ms. Robinson, in their respective capacities as trustees of the ESOP, share with each other investment power with respect to those shares of common stock and therefore are each deemed to beneficially own, under applicable regulations of the Securities and Exchange Commission, the 1,280,660 shares of common stock owned of record by the ESOP. The trustees also share voting power with respect to 147,143 shares that have not been allocated to the ESOP participants. The participants in the ESOP exercise sole voting power as to the shares allocated to their respective accounts under the ESOP.

2. Ms. Robinson may be deemed to beneficially own the 1,280,660 shares of the Company’s common stock held of record by the ESOP, which represents approximately 9.8% of the Company’s outstanding stock. See note (1) above for a description of the nature of Ms. Robinson’s beneficial ownership of the 1,280,660 shares of common stock owned of record by the ESOP. Ms. Robinson, pursuant to Rule 13d-4, disclaims beneficial ownership of all shares of common stock owned of record by the ESOP, except the shares allocated to her individual account. There are 7,299 shares allocated to Ms. Robinson’s account in the Company’s ESOP, with respect to which Ms. Robinson has sole voting power, but over which she shares investment power with the other trustees of the ESOP.

 

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CUSIP NO. 800013	13G	Page 9 of 11 Pages

3.		Mr. Butts may be deemed to beneficially own 1,293,908 shares of the Company’s common stock, which represents approximately 9.9% of the Company’s outstanding common stock. See note (1) for a description of the nature of Mr. Butts’ beneficial ownership of the 1,280,660 shares of common stock owned of record by the ESOP. The 1,293,908 shares also include 13,248 shares owned of record by Mr. Butts, and the 25,250 shares allocated to his account under the Company’s ESOP, as to which Mr. Butts has sole voting power, but shares investment power with the other trustees of the ESOP. Mr. Butts, pursuant to Rule 13d-4, disclaims beneficial ownership of all shares of common stock owned of record by the ESOP, except the 25,250 shares allocated to his individual account.
4.		Trustmark National Bank beneficially owns 1,280,660 shares of common stock of the Company, which amount represents 9.8% of the outstanding shares of common stock of the Company. See note (1) for a description of the nature of Trustmark National Bank’s beneficial ownership of such shares, which are all owned of record by the ESOP. Trustmark National Bank, pursuant to Rule 13d-4, disclaims beneficial ownership of all shares of common stock owned by the ESOP.
Item 5. Ownership of Five Percent or Less of a Class:
		Not Applicable.

 

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CUSIP NO. 800013	13G	Page 10 of 11 Pages

Item 6.		Ownership of More than Five Percent on Behalf of Another Person:
		Upon termination of employment, the participants in the ESOP have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the shares of the Company’s common stock allocated to their accounts in the ESOP.
Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
		Not Applicable.
Item 8.		Identification and Classification of Members of the Group:
		Not Applicable.
Item 9.		Notice of Dissolution of Group:
		Not Applicable.
Item 10.		Certification:
		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Material to be filed as Exhibits:

 

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CUSIP NO. 800013	13G	Page 11 of 11 Pages

SIGNATURES

      After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:   February 17, 2004

		/s/Lampkin Butts
		Lampkin Butts
		Individually and in his capacity as a trustee of the Employee Stock Ownership Plan and Trust of Sanderson Farms, Inc. and Affiliates
		/s/Robin Robinson
		Robin Robinson
		Individually and in her capacity as a trustee of the Employee Stock Ownership Plan and Trust of Sanderson Farms, Inc. and Affiliates
		TRUSTMARK NATIONAL BANK,
		In its capacity as a trustee of the Employee Stock Ownership Plan and Trust of Sanderson Farms, Inc. and Affiliates
		BY: /s/ Charles Windham, Jr.
		ITS: Vice President and Trust Officer

 

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