SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
  CORPORATION FINANCE
         MAIL STOP 4720

January  11, 201 6

Via E -Mail
Mr. E. Robinson McGraw
Chairman of the Board, President and Chief Executive Officer
Renasant Corporation
209 Troy Street
Tupelo, MS 38804 -4827

Re: Renasant Corporation
 Registration Statement on Form S -4
Filed December 24, 2015
  File No. 333-208753

Dear Mr. McGraw :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and
providing the requested information.   If you do not believe our comments apply t o your
facts and circumstances or do not believe an amendment is appropriate, please tell us why
in your response.

After reviewing any amendment to your registration statement and the
information you provide in response to these comments, we may have ad ditional
comments.

Compensation to BSP, page 41

1. As required by Item 4(b) of Form S -4 and Item 1015(b)(4) of Regulation M -A,
please revise your disclosure  to quantify the fee KeyWorth Bank paid to BSP
when it rendered its fairness opinion , as well as describe the contingent nature and
the amount of the fees to be paid to BSP  upon the closing of the merger
transaction.  To the extent known, please disclose the amount of the fees paid by
KeyWorth Bank to PBS during the past two years for its services as  KeyWorth ’s
financial advisor.

Mr. E. Robinson McGraw
Renasant Corporation
January  11, 201 6
Page 2

 Opinion of BSP Securities, LLC, Annex B

2. Please have  BSP revise its fairness opinion to delete the limitation on reliance in
the second to last sentence in the penultimate  paragraph on page B -3 of the
opinion.

Employment  Agreement with Renasant, page 44

3. Please file as exhibit s the employment agreement s with Messrs. Pope  and
Stevens , KeyWorth Bank’s current  Chief Executive Officer and President and
Chief Operating Officer , respectively,  or otherwise tell us why you are no t
required to file them.  Refer to Item 601(b)(10) of Regulation S -K for guidance .

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 the information the Securities
Act of 1933 and all applicable Securities Act rules require.   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.

Notwithstanding our comments, in the event you request acceleration of the
effective date of the pending registration statement, please provide a written statement
from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commiss ion from taking any
action with respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and ac curacy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will
consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange
Act of 1934 as they relate to the proposed public offering of the securities specified in the
above registration statement.  Please allow adequate time for us to revi ew any
amendment prior to the requested effective date of the registration statement.

Mr. E. Robinson McGraw
Renasant Corporation
January  11, 201 6
Page 3

 Please contact Jonathan E. Gottlieb , Staff Attorney , at (202) 551 -3416 or me at
(202) 551 -3369 with any questions.

Sincerely,

/s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
        Office of Financial Services

cc: Mark W. Jeanfreau , Esquire (via e -mail)