FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Abington Leonard Q 		2. Issuer Name and Ticker or Trading Symbol

MIDSOUTH BANCORP INC [ MSL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

102 VERSAILLES BLVD. 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/28/2012
(Street)

LAFAYETTE, LA 70501
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   12/28/2012     A    441981   A   (1) 441981   D    
Common Stock   2/28/2012     A    13064   A   (1) 13064   I   By Family Trust 1  
Common Stock   12/28/2012     A    13064   A   (1) 13064   I   By Family Trust 2  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Convertible Preferred Stock   $18   12/28/2012     A      58421       12/28/2012     (2) Common Stock   324561     (1) 58421   D    
Series C Convertible Preferred Stock   $18   12/28/2012     A      1726       12/28/2012     (2) Common Stock   9588     (1) 1726   I   By Family Trust 1  
Series C Convertible Preferred Stock   $18   12/28/2012     A      1726       12/28/2012     (2) Common Stock   9588     (1) 1726   I   By Family Trust 2  

Explanation of Responses:
( 1)  Received in exchange for shares of PSB Financial Corporation common stock in connection with the merger of PSB into MidSouth Bancorp, Inc., effective as of December 28, 2012, pursuant to the Agreement and Plan of Merger, dated as of September 26, 2012. Pursuant to the Merger Agreement each share of PSB common stock was converted into the right to receive (i) $218.77 in cash, (ii) 10.3441 shares of MidSouth common stock, (iii) 1.3673 shares of MidSouth Series C Convertible Preferred Stock, and (iv) one contingent value right representing the right to receive a cash payment of up to $27.35, plus interest in the amount of 4.00% per annum, with the exact amount based on the resolution of certain identified PSB loans over a three-year period following the December 28, 2012.
( 2)  The Series C Convertible Preferred Stock has no expiration date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Abington Leonard Q
102 VERSAILLES BLVD.
LAFAYETTE, LA 70501 		X



Signatures
Shaleen B. Pellerin, Attorney in Fact 12/31/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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