Sec Form 4 Filing - STELLY TERI S @ MIDSOUTH BANCORP INC - 2010-06-30

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 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

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1. Name and Address of Reporting Person STELLY TERI S 2. Issuer Name and Ticker or Trading Symbol MIDSOUTH BANCORP INC [ MSL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SRVP/Controller of subsidiary (Last) (First) (Middle) 102 VERSAILLES BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2010 (Street) LAFAYETTE, LA70501 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/30/2010 A 347.08 ( 1 ) A $ 0 347.08 D Common Stock 06/30/2010 A 0 A $ 0 677 D Copmmon Stock 06/30/2010 A 0 A $ 0 22,475 I ESOP

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Stock Options $ 8.62 06/30/2010 A 0 ( 2 ) 02/09/2013 Common Stock 0 $ 0 1,985 D Stock Options $ 19.68 06/30/2010 A 0 ( 2 ) 02/26/2014 Common Stock 0 $ 0 903 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STELLY TERI S 102 VERSAILLES BLVD. LAFAYETTE, LA70501 SRVP/Controller of subsidiary Signatures Teri S. Stelly 07/02/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Grant of restricted stock which will vest in three equal installments of June 30, 2011, 2012 and 2013. ( 2 )Up to 20% of total during the second year; up to 40% during the third year; up to 60% during the fourth year; up to 80% during the fifth year; and during the sixth and each subsequent year until ten years from date of grant up to 100% of total number of shares.

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.
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