<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             IBERIABANK CORPORATION
             (Exact name of Registrant as specified in its charter)

           Louisiana                                          72-1280718
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                          Identification Number)


                          1101 East Admiral Doyle Drive
                           New Iberia, Louisiana 70560
                                  337-365-2361
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)


             IBERIABANK CORPORATION 2001 INCENTIVE COMPENSATION PLAN
                            (Full title of the Plan)


                                  Daryl G. Byrd
                          1101 East Admiral Doyle Drive
                        New Iberia, Louisiana 70560-6301
                                  337-365-2361
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                                    Copy to:
                             Anthony J. Correro, III
            Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P.
                        201 St. Charles Ave., 46th Floor
                        New Orleans, Louisiana 70170-4600
                                 (504) 586-5253


<PAGE>   2



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================
                                                     Proposed                 Proposed
     Title of                                        maximum                  maximum
 securities to be            Amount to be         offering price         aggregate offering            Amount of
    registered               registered(1)          per share                  price                registration fee
--------------------------------------------------------------------------------------------------------------------
<S>                          <C>                  <C>                    <C>                        <C>
Common Stock,
$1.00 par value                110,050              $  25.81(2)           $  2,840,390.50           $  710.10
--------------------------------------------------------------------------------------------------------------------

Common Stock,
$1.00 par value                389,950              $  27.75(3)           $ 10,821,112.50           $ 2705.28
====================================================================================================================
</TABLE>

(1)  Upon a recapitalization stock split, stock dividend, combination of shares
     or similar transaction in the future and during the effectiveness of this
     Registration Statement involving the Common Stock, $1.00 par value per
     share, of the Company, the number of shares thereof registered shall be
     adjusted in order to provide participants with the same relative rights
     before and after such adjustment in accordance with Rule 416(a) under the
     Securities Act of 1933.

(2)  Computed in accordance with Rule 457(h), calculated based upon the price at
     which currently outstanding options are exercisable.

(3)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based on
     the average of the high and low selling prices of the Common Stock as
     reported on the National Association of Securities Dealers Automated
     Quotation, National Market on June 28, 2001.

                                   ----------



                                       2


<PAGE>   3


                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed by IBERIABANK
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission"), are incorporated herein by reference:

(a)      The Company's Form 10-K dated March 30, 2001, filed pursuant to the
         Securities Exchange Act of 1934 (the "1934 Act").

(b)      The Company's quarterly report on Form 10-Q for the quarter ending
         March 31, 2001, filed pursuant to the 1934 Act.

(c)      The earnings reports contained in the Company's Forms 8-K dated January
         24, 2001 and April 11, 2001, filed with the Commission pursuant to
         Section 13 or 15(d) of the 1934 Act.

         All reports filed by the Company with the Commission, pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall, except to the extent
otherwise provided by Regulation S-K or any other rule promulgated by the
Commission, be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.

Item 4. DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 83 of the Louisiana Business Corporation Law (the "statute")
gives Louisiana corporations broad powers to indemnify their present and former
directors, officers, agents and employees and those of affiliated corporations
against expenses incurred in the defense of any lawsuit to which they are, or
might be, made parties by reason of being, or having been, such directors,
officers, agents or employees; subject to specific conditions and exclusions
gives a director, officer, agent or employee who successfully defends an action
the right to be so indemnified, and in some cases permits even those who
unsuccessfully defend actions to be so



                                       3
<PAGE>   4


indemnified; and authorizes Louisiana corporations to buy liability insurance on
behalf of any current or former director, officer, agent or employee. Such
indemnification is not exclusive of any other rights to which those indemnified
may be entitled under any by-law, agreement, authorization of shareholders or
otherwise.

         In accordance with the statute, Article 8 of the Company's Articles of
Incorporation provides as follows:

         Article 8. Personal Liability, Indemnification, Advancement of Expenses
and Other Rights of Officers, Directors, Employees and Agents.

         A. Personal Liability of Directors and Officers. A director or officer
of the corporation shall not be personally liable for monetary damages for any
action taken, or any failure to take any action, as a director or officer except
to the extent that by law a director's or officer's liability for monetary
damages may not be limited.

         B. Indemnification. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, including actions by or in the right of
the Corporation, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding to
the full extent permissible under Louisiana law.

         C. Advancement of Expenses. Reasonable expenses incurred by an officer,
director, employee or agent of the Corporation in defending an action, suit or
proceeding described in Section B of this Article 8 may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding if authorized by the board of directors (without regard to whether
participating members thereof are parties to such action, suit or proceeding),
upon receipt of an undertaking by or on behalf of such person to repay such
amount if it shall ultimately be determined that the person is not entitled to
be indemnified by the Corporation.

         D. Other Rights. The indemnification and advancement of expenses
provided by or pursuant to this Article 8 shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, insurance or other agreement, vote of
stockholders or directors (regardless of whether directors authorizing such
indemnification are beneficiaries thereof) or otherwise, both as to actions in
their official capacity and as to actions in another capacity while holding an
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.



                                       4
<PAGE>   5


         E. Insurance. The Corporation shall have the power to purchase and
maintain insurance or other similar arrangement on behalf of any person who is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture or other enterprise,
against any liability asserted against or incurred by him in any such capacity,
or arising out of his status as such, whether or not the Corporation would have
the power to indemnify him against such liability under the provisions of this
Article 8.

         F. Security Fund; Indemnity Agreements. By action of the Board of
Directors (notwithstanding their interest in the transaction), the Corporation
may create and fund a trust fund or other fund or form of self-insurance
arrangement of any nature, and may enter into agreements with its officers,
directors, employees and agents for the purpose of securing or insuring in any
manner its obligation to indemnify or advance expenses provided for in this
Article 8.

         G. Modification. The duties of the Corporation to indemnify and to
advance expenses to any person as provided in this Article 8 shall be in the
nature of a contract between the Corporation and each such person, and no
amendment or repeal of any provision of this Article 8, and no amendment or
termination of any trust or other fund or form of self-insurance arrangement
created pursuant to Section F of this Article 8, shall alter to the detriment of
such person the right of such person to the advance of expenses or
indemnification related to a claim based on an act or failure to act which took
place prior to such amendment, repeal or termination.

         H. Proceedings Initiated by Indemnified Persons. Notwithstanding any
other provision of this Article 8, the Corporation shall not indemnify a
director, officer, employee or agent for any liability incurred in an action,
suit or proceeding initiated (which shall not be deemed to include
counter-claims or affirmative defenses) or participated in as an intervenor or
amicus curiae by the person seeking indemnification unless such initiation of or
participation in the action, suit or proceeding is authorized, either before or
after its commencement, by the affirmative vote of a majority of the directors
in office.


                  The foregoing discussion of the Company's Articles of
Incorporation and of the statute is not intended to be exhaustive and is
qualified in its entirety by such Articles of Incorporation and the statute,
respectively.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.



                                       5
<PAGE>   6


Item 8. EXHIBITS.

         The following exhibits are filed as part of this Registration
Statement:

EXHIBIT NO.                IDENTIFICATION OF EXHIBIT

5                          Opinion Regarding Legality

23.1                       Consent of Counsel (included in Exhibit 5)

23.2                       Consent of Castaing, Hussey & Lolan, LLC

24                         Power of Attorney (contained in the signature page to
                           this registration statement)

99                         IBERIABANK Corporation 2001 Incentive Compensation
                           Plan (previously filed as an exhibit to the Company's
                           Definitive Proxy Statement filed with the Commission
                           April 18, 2001, and incorporated herein by reference
                           thereto)

Item 9. UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

                  (1)    To file, during any period in which offers or sales are
                         being made, a post-effective amendment to this
                         registration statement:

                                    (i)     To include any prospectus required
                         by Section 10(a)(3) of the Securities Act of 1933;

                                    (ii)    To reflect in the prospectus any
                         facts or events arising after the effective date of the
                         registration statement (or the most recent
                         post-effective amendment thereof) which, individually
                         or in the aggregate, represent a fundamental change in
                         the information set forth in the registration
                         statement. Notwithstanding the foregoing, any increase
                         or decrease in volume of securities offered (if the
                         total dollar value of the securities offered would not
                         exceed that which was registered) and any deviation
                         from the low or high end of the estimated maximum
                         offering range may be reflected in the form of
                         prospectus filed with the Commission pursuant to Rule
                         424(b) if, in the aggregate, the changes in volume and
                         price represent no more than a 20 percent change in the
                         maximum aggregate offering price set forth in the
                         "Calculation of Registration Fee" table in the
                         effective registration statement;

                                    (iii)   To include any material information
                         with respect to the plan of distribution not previously
                         disclosed in the registration statement or any material
                         change to such information in the registration
                         statement;

                  (2)    That, for the purpose of determining any liability
                         under the Securities Act of 1933, each such
                         post-effective amendment shall be deemed to be a new
                         registration statement relating to the securities
                         offered therein, and the offering



                                       6
<PAGE>   7


                         of such securities at that time shall be deemed to be
                         the initial bona fide offering thereof.

                  (3)    To remove from registration by means of a
                         post-effective amendment any of the securities being
                         registered which remain unsold at the termination of
                         the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                       7
<PAGE>   8


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New Iberia, State of Louisiana, on June 19, 2001.

                                     IBERIABANK Corporation


                                     By: /s/ DARYL G. BYRD
                                        --------------------------------------
                                        Daryl G. Byrd
                                        President and Chief Executive Officer



                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that such person whose signature
appears immediately below constitutes and appoints Daryl G. Byrd, Marilyn W.
Burch and Donald P. Lee, or any of them, his true and lawful attorney-in-fact
and agent, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 19, 2001.

<TABLE>
<CAPTION>

Signature                                               Title
---------                                               -----
<S>                                 <C>
 /s/ DARYL G. BYRD
-----------------------------       Chief Executive Officer, President and Director
Daryl G. Byrd                               (Principal Executive Officer)


 /s/ MARILYN W. BURCH
-----------------------------       Executive Vice President and Chief Financial
Marilyn W. Burch                    Officer (Principal Financial and Accounting
                                    Officer)


 /s/ WILLIAM H. FENSTERMAKER
-----------------------------       Chairman of the Board
William H. Fenstermaker
</TABLE>



                                       8
<PAGE>   9


 /s/ ELAINE D. ABELL
-----------------------------       Director
Elaine D. Abell


 /s/ HARRY V. BARTON, JR.
-----------------------------       Director
Harry V. Barton, Jr.


 /s/ ERNEST P. BREAUX, JR.
-----------------------------       Director
Ernest P. Breaux, Jr.


 /s/ CECIL C. BROUSSARD
-----------------------------       Director
Cecil C. Broussard


 /s/ RICHARD F. HEBERT
-----------------------------       Director
Richard F. Hebert


 /s/ LARREY G. MOUTON
-----------------------------       Director
Larrey G. Mouton


 /s/ E. STEWART SHEA, III
-----------------------------       Director
E. Stewart Shea, III



                                       9
<PAGE>   10


                                 EXHIBIT INDEX

<TABLE>
<CAPTION>

EXHIBIT
NUMBER              DESCRIPTION
-------             -----------
<S>                 <C>
   5                Opinion Regarding Legality

  23.1              Consent of Counsel (included in Exhibit 5)

  23.2              Consent of Castaing, Hussey & Lolan, LLC
</TABLE>



                                       10
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{"company-data": {"conformed-name": "IBERIABANK CORP", "cik": "0000933141", "assigned-sic": "6022", "irs-number": "721280718", "state-of-incorporation": "LA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64402", "film-number": "1673872"}, "business-address": {"street1": "1101 E ADMIRAL DOYLE DR", "city": "NEW IBERIA", "state": "LA", "zip": "70560", "phone": "3183652361"}, "mail-address": {"street1": "1101 EAST ADMIRAL DOYLE DR", "city": "NEW IBERIA", "state": "LA", "zip": "70560"}, "former-company": {"former-conformed-name": "ISB FINANCIAL CORP/LA", "date-changed": "19941123"}}
1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             IBERIABANK CORPORATION
             (Exact name of Registrant as specified in its charter)

           Louisiana                                          72-1280718
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                          Identification Number)

                          1101 East Admiral Doyle Drive
                           New Iberia, Louisiana 70560
                                  337-365-2361
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

             IBERIABANK CORPORATION 2001 INCENTIVE COMPENSATION PLAN
                            (Full title of the Plan)

                                  Daryl G. Byrd
                          1101 East Admiral Doyle Drive
                        New Iberia, Louisiana 70560-6301
                                  337-365-2361
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                             Anthony J. Correro, III
            Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P.
                        201 St. Charles Ave., 46th Floor
                        New Orleans, Louisiana 70170-4600
                                 (504) 586-5253
2

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                     Proposed                 Proposed
     Title of                                        maximum                  maximum
 securities to be            Amount to be         offering price         aggregate offering            Amount of
    registered               registered(1)          per share                  price                registration fee
--------------------------------------------------------------------------------------------------------------------
Common Stock,
$1.00 par value                110,050              $  25.81(2)           $  2,840,390.50           $  710.10
--------------------------------------------------------------------------------------------------------------------

Common Stock,
$1.00 par value                389,950              $  27.75(3)           $ 10,821,112.50           $ 2705.28
====================================================================================================================
(1)  Upon a recapitalization stock split, stock dividend, combination of shares
     or similar transaction in the future and during the effectiveness of this
     Registration Statement involving the Common Stock, $1.00 par value per
     share, of the Company, the number of shares thereof registered shall be
     adjusted in order to provide participants with the same relative rights
     before and after such adjustment in accordance with Rule 416(a) under the
     Securities Act of 1933.

(2)  Computed in accordance with Rule 457(h), calculated based upon the price at
     which currently outstanding options are exercisable.

(3)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based on
     the average of the high and low selling prices of the Common Stock as
     reported on the National Association of Securities Dealers Automated
     Quotation, National Market on June 28, 2001.

                                   ----------

                                       2
3

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed by IBERIABANK
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission"), are incorporated herein by reference:

(a)      The Company's Form 10-K dated March 30, 2001, filed pursuant to the
         Securities Exchange Act of 1934 (the "1934 Act").

(b)      The Company's quarterly report on Form 10-Q for the quarter ending
         March 31, 2001, filed pursuant to the 1934 Act.

(c)      The earnings reports contained in the Company's Forms 8-K dated January
         24, 2001 and April 11, 2001, filed with the Commission pursuant to
         Section 13 or 15(d) of the 1934 Act.

         All reports filed by the Company with the Commission, pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall, except to the extent
otherwise provided by Regulation S-K or any other rule promulgated by the
Commission, be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.

Item 4. DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 83 of the Louisiana Business Corporation Law (the "statute")
gives Louisiana corporations broad powers to indemnify their present and former
directors, officers, agents and employees and those of affiliated corporations
against expenses incurred in the defense of any lawsuit to which they are, or
might be, made parties by reason of being, or having been, such directors,
officers, agents or employees; subject to specific conditions and exclusions
gives a director, officer, agent or employee who successfully defends an action
the right to be so indemnified, and in some cases permits even those who
unsuccessfully defend actions to be so

                                       3
4

indemnified; and authorizes Louisiana corporations to buy liability insurance on
behalf of any current or former director, officer, agent or employee. Such
indemnification is not exclusive of any other rights to which those indemnified
may be entitled under any by-law, agreement, authorization of shareholders or
otherwise.

         In accordance with the statute, Article 8 of the Company's Articles of
Incorporation provides as follows:

         Article 8. Personal Liability, Indemnification, Advancement of Expenses
and Other Rights of Officers, Directors, Employees and Agents.

         A. Personal Liability of Directors and Officers. A director or officer
of the corporation shall not be personally liable for monetary damages for any
action taken, or any failure to take any action, as a director or officer except
to the extent that by law a director's or officer's liability for monetary
damages may not be limited.

         B. Indemnification. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, including actions by or in the right of
the Corporation, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding to
the full extent permissible under Louisiana law.

         C. Advancement of Expenses. Reasonable expenses incurred by an officer,
director, employee or agent of the Corporation in defending an action, suit or
proceeding described in Section B of this Article 8 may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding if authorized by the board of directors (without regard to whether
participating members thereof are parties to such action, suit or proceeding),
upon receipt of an undertaking by or on behalf of such person to repay such
amount if it shall ultimately be determined that the person is not entitled to
be indemnified by the Corporation.

         D. Other Rights. The indemnification and advancement of expenses
provided by or pursuant to this Article 8 shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, insurance or other agreement, vote of
stockholders or directors (regardless of whether directors authorizing such
indemnification are beneficiaries thereof) or otherwise, both as to actions in
their official capacity and as to actions in another capacity while holding an
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.

                                       4
5

         E. Insurance. The Corporation shall have the power to purchase and
maintain insurance or other similar arrangement on behalf of any person who is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture or other enterprise,
against any liability asserted against or incurred by him in any such capacity,
or arising out of his status as such, whether or not the Corporation would have
the power to indemnify him against such liability under the provisions of this
Article 8.

         F. Security Fund; Indemnity Agreements. By action of the Board of
Directors (notwithstanding their interest in the transaction), the Corporation
may create and fund a trust fund or other fund or form of self-insurance
arrangement of any nature, and may enter into agreements with its officers,
directors, employees and agents for the purpose of securing or insuring in any
manner its obligation to indemnify or advance expenses provided for in this
Article 8.

         G. Modification. The duties of the Corporation to indemnify and to
advance expenses to any person as provided in this Article 8 shall be in the
nature of a contract between the Corporation and each such person, and no
amendment or repeal of any provision of this Article 8, and no amendment or
termination of any trust or other fund or form of self-insurance arrangement
created pursuant to Section F of this Article 8, shall alter to the detriment of
such person the right of such person to the advance of expenses or
indemnification related to a claim based on an act or failure to act which took
place prior to such amendment, repeal or termination.

         H. Proceedings Initiated by Indemnified Persons. Notwithstanding any
other provision of this Article 8, the Corporation shall not indemnify a
director, officer, employee or agent for any liability incurred in an action,
suit or proceeding initiated (which shall not be deemed to include
counter-claims or affirmative defenses) or participated in as an intervenor or
amicus curiae by the person seeking indemnification unless such initiation of or
participation in the action, suit or proceeding is authorized, either before or
after its commencement, by the affirmative vote of a majority of the directors
in office.

                  The foregoing discussion of the Company's Articles of
Incorporation and of the statute is not intended to be exhaustive and is
qualified in its entirety by such Articles of Incorporation and the statute,
respectively.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

                                       5
6

Item 8. EXHIBITS.

         The following exhibits are filed as part of this Registration
Statement:

EXHIBIT NO.                IDENTIFICATION OF EXHIBIT

5                          Opinion Regarding Legality

23.1                       Consent of Counsel (included in Exhibit 5)

23.2                       Consent of Castaing, Hussey & Lolan, LLC

24                         Power of Attorney (contained in the signature page to
                           this registration statement)

99                         IBERIABANK Corporation 2001 Incentive Compensation
                           Plan (previously filed as an exhibit to the Company's
                           Definitive Proxy Statement filed with the Commission
                           April 18, 2001, and incorporated herein by reference
                           thereto)

Item 9. UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

                  (1)    To file, during any period in which offers or sales are
                         being made, a post-effective amendment to this
                         registration statement:

                                    (i)     To include any prospectus required
                         by Section 10(a)(3) of the Securities Act of 1933;

                                    (ii)    To reflect in the prospectus any
                         facts or events arising after the effective date of the
                         registration statement (or the most recent
                         post-effective amendment thereof) which, individually
                         or in the aggregate, represent a fundamental change in
                         the information set forth in the registration
                         statement. Notwithstanding the foregoing, any increase
                         or decrease in volume of securities offered (if the
                         total dollar value of the securities offered would not
                         exceed that which was registered) and any deviation
                         from the low or high end of the estimated maximum
                         offering range may be reflected in the form of
                         prospectus filed with the Commission pursuant to Rule
                         424(b) if, in the aggregate, the changes in volume and
                         price represent no more than a 20 percent change in the
                         maximum aggregate offering price set forth in the
                         "Calculation of Registration Fee" table in the
                         effective registration statement;

                                    (iii)   To include any material information
                         with respect to the plan of distribution not previously
                         disclosed in the registration statement or any material
                         change to such information in the registration
                         statement;

                  (2)    That, for the purpose of determining any liability
                         under the Securities Act of 1933, each such
                         post-effective amendment shall be deemed to be a new
                         registration statement relating to the securities
                         offered therein, and the offering

                                       6
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                         of such securities at that time shall be deemed to be
                         the initial bona fide offering thereof.

                  (3)    To remove from registration by means of a
                         post-effective amendment any of the securities being
                         registered which remain unsold at the termination of
                         the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       7
8

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New Iberia, State of Louisiana, on June 19, 2001.

                                     IBERIABANK Corporation

                                     By: /s/ DARYL G. BYRD
                                        --------------------------------------
                                        Daryl G. Byrd
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that such person whose signature
appears immediately below constitutes and appoints Daryl G. Byrd, Marilyn W.
Burch and Donald P. Lee, or any of them, his true and lawful attorney-in-fact
and agent, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 19, 2001.
Signature                                               Title
---------                                               -----
/s/ DARYL G. BYRD
-----------------------------       Chief Executive Officer, President and Director
Daryl G. Byrd                               (Principal Executive Officer)

 /s/ MARILYN W. BURCH
-----------------------------       Executive Vice President and Chief Financial
Marilyn W. Burch                    Officer (Principal Financial and Accounting
                                    Officer)

 /s/ WILLIAM H. FENSTERMAKER
-----------------------------       Chairman of the Board
William H. Fenstermaker
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 /s/ ELAINE D. ABELL
-----------------------------       Director
Elaine D. Abell

 /s/ HARRY V. BARTON, JR.
-----------------------------       Director
Harry V. Barton, Jr.

 /s/ ERNEST P. BREAUX, JR.
-----------------------------       Director
Ernest P. Breaux, Jr.

 /s/ CECIL C. BROUSSARD
-----------------------------       Director
Cecil C. Broussard

 /s/ RICHARD F. HEBERT
-----------------------------       Director
Richard F. Hebert

 /s/ LARREY G. MOUTON
-----------------------------       Director
Larrey G. Mouton

 /s/ E. STEWART SHEA, III
-----------------------------       Director
E. Stewart Shea, III

                                       9
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                                 EXHIBIT INDEX
EXHIBIT
NUMBER              DESCRIPTION
-------             -----------
5                Opinion Regarding Legality

  23.1              Consent of Counsel (included in Exhibit 5)

  23.2              Consent of Castaing, Hussey & Lolan, LLC
10