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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

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 (Month/Day/Year) 12/28/2012 (Street) LAFAYETTE, LA 70501 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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   441,981 A (1) 441,981 D   Common Stock 02/28/2012   A   13,064 A (1) 13,064 I By Family Trust 1 Common Stock 12/28/2012   A   13,064 A (1) 13,064 I By Family Trust 2

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Underlying Securities (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

58,421

12/28/2012

(2)

Common Stock

324,561

(1)

58,421

D

Series C Convertible Preferred Stock

$ 18

12/28/2012

A

1,726

12/28/2012

(2)

Common Stock

9,588

(1)

1,726

I

By Family Trust 1

Series C Convertible Preferred Stock

$ 18

12/28/2012

A

1,726

12/28/2012

(2)

Common Stock

9,588

(1)

1,726

I

By Family Trust 2

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

Explanation of Responses:

*	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).
(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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.