As filed with the Securities and Exchange Commission on June 3, 1998.
                                                     Registration No. 333-______

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                         ------------------------------

                              Teche Holding Company
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Louisiana                              72-1287456
            ---------                              ----------
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                 Identification No.)

                                211 Willow Street
                            Franklin, Louisiana 70538
                                 (318) 828-3212
                    (Address of principal executive offices)

                  Teche Holding Company 1997 Stock Option Plan
                  Teche Holding Company 1998 Stock Option Plan
                          ---------------------------
                            (Full Title of the Plans)

                               Richard Fisch, Esq.
                               Ruel B. Pile, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
            (Name, address and telephone number of agent for service)

                           --------------------------

                         CALCULATION OF REGISTRATION FEE
================================================================================
Title of                           Proposed          Proposed       Amount of
Securities to     Amount to    Maximum Offering  Maximum Offering  Registration
be Registered   be Registered   Price Per Unit       Price (2)       Fee (2)
-------------   -------------   --------------      -----------     --------

Common Stock
$.01 par value    68,000(1)           (2)           $1,377,375       $406.33
================================================================================

(1)      The maximum  number of shares of common stock issuable upon exercise of
         options  granted or to be granted under the Teche Holding  Company 1997
         Stock Option Plan and the Teche Holding  Company 1998 Stock Option Plan
         consists  of  68,000  shares  which  are being  registered  under  this
         Registration Statement and for which a registration fee is being paid.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  68,000 shares are being registered  hereby, of which
         10,000  shares are under  option at an exercise  price of $15.9375  per
         share ($159,375 in the aggregate).  The remainder of such shares, which
         are not  presently  subject  to  options  (58,000  shares),  are  being
         registered  based upon the closing  price of the common  stock of Teche
         Holding Company as reported on the American Stock Exchange on April 30,
         1998, of $21.00 per share  ($1,218,000  in the  aggregate)  for a total
         offering of $1,377,375.

         Under Rule 462 of the 1933 Act, the Registration  Statement on Form S-8
         shall be effective upon filing with the Commission.
<PAGE>



** THIS DOCUMENT CONSTITUTES THE PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.**

PROSPECTUS
----------

                                  68,000 Shares

                              -------------------

                              TECHE HOLDING COMPANY
                                  COMMON STOCK
                           (Par Value $.01 Per Share)

                              -------------------

                  TECHE HOLDING COMPANY 1997 STOCK OPTION PLAN
                AND TECHE HOLDING COMPANY 1998 STOCK OPTION PLAN

                              -------------------

         This  Prospectus  relates to 68,000 shares of common  stock,  par value
$.01 per share (the "Common Stock"), of Teche Holding Company (the "Company"), a
Louisiana  corporation  which is the parent savings and loan holding  company of
Teche Federal Savings Bank (the "Savings  Bank"),  which may be issued from time
to time by the  Company to  holders  of options  granted or to be granted by the
Company to selected officers, directors, key employees, and other persons of the
Company and any subsidiary of the Company  pursuant to the Teche Holding Company
1997 Stock  Option Plan and the Teche  Holding  Company  1998 Stock  Option Plan
(collectively  the "Plans").  Holders of options  granted or to be granted under
the Plans (the "Options") are referred to herein as "Optionees." Each offer made
under  the Plans  pursuant  to this  Prospectus  is made at the price and on the
terms and  conditions  contained  in the stock  option  agreements  entered into
between the Company and each Optionee.

         This  Prospectus  is for use as of the date  hereof  and in  subsequent
years.  Information which is likely to change from year to year will be included
in appendices to this Prospectus.

         The issued and outstanding Common Stock of the Company is traded on the
American Stock Exchange under the symbol "TSH." Shares of Common Stock which may
be issued  upon  exercise of options  granted or to be granted  under the Plans,
will also be traded on the  American  Stock  Exchange.  On April 30,  1998,  the
closing price of the Common Stock on the American  Stock Exchange was $21.00 per
share.

--------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------------------------------------------------

                   The date of this Prospectus is June 3, 1998


<PAGE>



         No person has been  authorized to give any  information  or to make any
representation  not contained in this  Prospectus,  and, if given or made,  such
information or representation  must not be relied upon as having been authorized
by the  Company.  This  Prospectus  does  not  constitute  an offer to sell or a
solicitation  of an offer to buy any  securities  other  than the  Common  Stock
offered by this  Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any  jurisdiction  to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this  Prospectus nor any sale made  hereunder  shall,  under any  circumstances,
create  any  implication  that  there has been no change in the  affairs  of the
Company  or that the  information  contained  herein is  correct  as of any time
subsequent to the date hereof.




<PAGE>



                                TABLE OF CONTENTS

                  Teche Holding Company 1997 Stock Option Plan
                  Teche Holding Company 1998 Stock Option Plan

                                                                          Page

General Information on Plans...........................................   1

Administration.........................................................   2

Purpose................................................................   2

Securities to be Offered...............................................   2

Eligibility to Participate in Plans....................................   2

Purchases of Securities Pursuant to the Plans
 and Payment for Securities Offered....................................   3

  Term of the Plans....................................................   3
  Stock Option Agreements..............................................   3
  Option Price.........................................................   3
  Limitations on Grant of Options......................................   3
  Option Period........................................................   3
  Non-transferability..................................................   4
  Conditions of Exercise...............................................   4
  Payment for Options..................................................   4
  Cashless Exercise....................................................   4
  Issuance of Common Stock.............................................   4

Recapitalization, Merger, Consolidation, Change in
 Control and Similar Transactions......................................   5

Amendment and Termination of the Plans.................................   6

Restrictions on Resale.................................................   6

Federal Income Tax Consequences........................................   6

Annual Report to Shareholders..........................................   7

Additional Information.................................................   7

Legal Opinion..........................................................   7





<PAGE>



                  Teche Holding Company 1997 Stock Option Plan
                  Teche Holding Company 1998 Stock Option Plan


General Information on Plans
----------------------------

         This  Prospectus  relates to 68,000 shares of the common stock ("Common
Stock"),  par value $.01 per share,  of Teche Holding  Company (the  "Company"),
which will be offered upon  exercise of options  granted or to be granted  under
the Teche  Holding  Company 1997 Stock  Option Plan ("1997  Plan") and the Teche
Holding Company 1998 Stock Option Plan ("1998 Plan")  (collectively  referred to
herein as the "Plans").

         The Company was formed under the laws of the State of Louisiana for the
purpose of  becoming a savings  and loan  holding  company and became the parent
corporation  of Teche  Federal  Savings Bank (the  "Savings  Bank") on April 18,
1995,  at which time the Company  acquired all of the shares of capital stock of
the Savings Bank. The Board of Directors of the Company adopted the 1997 Plan on
December  18,  1996 and the 1998  Plan on  October  22 1997.  The  Plans  are to
continue  in  effect  for a period  of ten years  from  each  Plan's  respective
Effective  Date  (the  date on which  such  Plan  was  adopted  by the  Board of
Directors), unless earlier terminated or extended by the Company.

         Pursuant to the Plans,  68,000 shares of Common Stock were reserved for
issuance by the Company upon exercise of Options awarded to officers, directors,
key  employees  and other  persons of the Company and any parent and  subsidiary
corporations.  Options  granted  under the Plans are not  intended to qualify as
incentive  stock  options  within the  meaning of  Section  422 of the  Internal
Revenue Code of 1986, as amended (the "Code").

         Upon  the  exercise  of  options,  the  Optionee  generally  recognizes
ordinary  income to the  extent  that the  exercise  price is less than the fair
market  value of the  Common  Stock  on the date of  exercise.  The  Company  is
entitled  to a federal  income tax  deduction  equal to the  amount of  ordinary
income  recognized by the Optionee at the time of such income  recognition.  See
"Federal Income Tax Consequences."

         The Plans is not qualified  under Section  401(a) of the Code and it is
exempt from the  provisions of the Employee  Retirement  Income  Security Act of
1974, as amended.

         The statements  herein concerning the terms and provisions of the Plans
are  summaries  and do not  purport  to be  complete.  All such  statements  are
qualified in their  entirety by reference to the full text of the Plans as filed
as Exhibits 4.1 and 4.2 to the  Registration  Statement of which this Prospectus
is a part.

         Additional updating and other information with respect to the Plans and
the Common  Stock  offered  hereby may be provided in the future to Optionees by
means of one or more  supplements or appendices to this  Prospectus.  Additional
information   about  the  Plans   (including   a  copy  of  the   Plans),   plan
administration,  and the  Company may be  obtained  at the  Company's  principal
offices, which are located at 211 Willow Street, Franklin,  Louisiana 70538. The
Company's telephone number is (318) 828-3212.


                                        1

<PAGE>



Administration
--------------

         The Plans are  administered  by committees  of the  Company's  Board of
Directors (the "Committees"). The Plans provide that each Committee will consist
of not less than two non-employee  directors of the Company. The members of each
Committee  are  appointed  by the Board and serve at the  pleasure of the Board.
Members of each Committee  shall be  "disinterested"  within the meaning of Rule
16b-3  promulgated  under Rule 16(b) of the Securities  Exchange Act of 1934, as
amended (the "1934 Act"). A majority of the entire  Committee shall constitute a
quorum,  and the action of a majority of the  members  present at any meeting at
which a quorum is present shall be deemed the action of the Committee.

         Subject to the express provisions of the Plans and resolutions  adopted
by the  Board,  the  Committees  have  authority  to  interpret  the  Plans,  to
prescribe,  amend, and rescind the rules and regulations  relating to the Plans,
and to  determine  the form and content of Options to be issued under the Plans.
In addition,  the  Committees  are  authorized to make all other  determinations
deemed necessary or advisable for the administration of the Plans and shall have
and may exercise  such other power and such  authority as may be delegated to it
by  the  Board  from  time  to  time.   All   decisions,   determinations,   and
interpretations  of the Committees  shall be final and conclusive to all persons
affected thereby.

         Additional  information  about  the  Plans  and the  Committees  may be
obtained  from the Company at the address of the Company  listed under  "General
Information on Plans."

Purpose
-------

         The purpose of both Plans is to promote the interests of the Company by
attracting  and  retaining  the  best  available   personnel  for  positions  of
substantial responsibility to serve as officers, directors, and key employees of
the Company and to provide additional incentive to such officers, directors, and
key employees of the Company to promote the success of the Company's business.

Securities to be Offered
------------------------

         The  aggregate  number of shares  of Common  Stock  which may be issued
pursuant to Options  granted or to be granted under the Plans is 68,000  shares,
subject to certain  adjustments  for  changes in the  capital  structure  of the
Company,  as described  below.  See  "Recapitalization,  Merger,  Consolidation,
Change in Control and  Similar  Transactions."  Any shares  subject to an Option
under the  Plans  which  expire  or are  terminated  unexercised  will  again be
available for issuance under the Plans.

Eligibility to Participate in Plans
-----------------------------------

         Options  to  purchase  Common  Stock  under the Plans may be awarded to
officers,  directors,  key  employees,  and other  persons of the  Company,  the
Savings Bank,  and any present or future parent or subsidiary  corporations.  In
selecting  participants under the Plans (the  "Participants") and in determining
the number of Options to be granted  to each  Participant,  the  Committees  may
consider  the  nature  of  the  services  rendered  by  each  Participant,  each
Participant's current and potential  contribution to the Company, and such other
factors as each Committee, in its sole discretion, shall deem relevant.

         For a  description  of the  number of  persons  currently  eligible  to
participate in the Plans and the number of persons actually participating in the
Plans, see "Participation in the Plans" at Appendix A.

                                        2

<PAGE>




Purchases of Securities Pursuant to the Plans and Payment for Securities Offered
--------------------------------------------------------------------------------

         Term of the Plans. The Plans shall continue in effect for a term of ten
years from the date such Plan was adopted by the Company's Board, after which no
further  awards may be  granted.  The  future  expiration  of the Plans,  or its
termination  by the  Board,  will not  affect  any  Option  previously  granted.
Notwithstanding the forgoing,  the granting of Incentive Stock Options, in order
to qualify as such under the Code,  shall not be made beyond ten years after the
date of adoption of the Plans by the Company.

         Stock  Option  Agreements.  The  Options  granted  under  the Plans are
evidenced by stock option agreements (the "Option Agreements")  substantially in
the  form  of the  Option  Agreements  filed  as  exhibits  to the  Registration
Statement of which this  Prospectus is a part.  Each Option  Agreement,  and any
amendment  thereto,  will  contain  terms  and  conditions  consistent  with the
requirements  of the  Plans  as  each  Committee  shall  determine.  The  Option
Agreements  shall constitute the only form of reports which  Participants  shall
receive related to the status of Options granted or which are exercisable  under
the Plans.

         The  Plans  provide  that the Board of  Directors  of the  Company  may
authorize the  Committee to direct the execution of an instrument  providing for
the modification of any outstanding Option,  provided that no such modification,
extension or renewal  shall  confer on the  Optionee any right or benefit  which
could not be conferred by the grant of a new Option at such time,  and shall not
materially  decrease  the  Optionee's  benefits  under the  Option  without  the
Optionee's  consent,  except as provided  under  Section 13 of the Plans,  which
permits modification of the Plans. See "Amendment and Termination of the Plans."

         Option Price.  The exercise price for the purchase of shares subject to
an Option at the date of grant  may not be less than 100  percent  (100%) of the
fair market value of the shares covered by the Option on that date. The exercise
price of Options must be paid for in full in cash or shares of Common Stock,  or
a combination of both.

         If the Common Stock is listed on a national  securities exchange at the
time of granting an Option  awarded  pursuant  to the Plans,  then the  exercise
price per share  shall be not less than the  average of the  highest  and lowest
selling price on such  exchange on the date such Option is granted;  or if there
were no  sales on said  date,  then the  price  shall be not less  than the mean
between  the bid and asked  price on such date.  If the  Common  Stock is traded
otherwise than on a national  securities exchange at the time of the granting of
an Option,  then the  exercise  price per share  shall be not less than the mean
between  the bid and asked  price on the date the Option is granted or, if there
is no bid and asked price on said date,  then on the next prior  business day on
which  there  was a bid and  asked  price.  If no such  bid and  asked  price is
available,  then  the  exercise  price  per  share  shall be  determined  by the
Committee in good faith.

         Limitations on Grant of Options. Except as may be specifically provided
by the  terms  of the  Plans,  the  granting  of  Options  is made  at the  sole
discretion of each Committee.

         Option Period.  The term of  exercisability  of an Option granted under
the Plans shall be established by each  Committee,  but may not be for more than
ten years from the date of grant of the Option. In general,  Options will not be
exercisable  after the expiration of their term as set forth in the Plans and/or
the Option Agreement.


                                        3

<PAGE>



         In the event that an  Optionee  ceases to serve as an  employee  of the
Company for any reason other than  permanent and total  disability or death,  an
exercisable  Option will generally  continue to be exercisable  for three months
but in no event after the  expiration  date of the  Option.  In the event of the
permanent and total  disability or death of an Optionee during such service,  an
exercisable  Option will continue to be exercisable  for one year in the case of
disability and two years in the case of death, to the extent  exercisable by the
Optionee  immediately  prior to his or her  permanent  and total  disability  or
death, but in no event after the expiration date of such Options.

         Under the Plans,  the Committees'  determination  regarding  whether an
Optionee's  employment  or service has ceased,  and the  effective  date thereof
shall be final and conclusive on all persons affected thereby.

         Non-transferability.  No Option granted under the Plans is transferable
other than by will or the laws of descent and distribution.

         Conditions  of  Exercise.  Options  may be  exercised  only  during the
periods specified in the Plans or the Option Agreement,  certain  information as
to which is provided above (see "Option Period").  Except as described above and
as may be limited by an Option Agreement, there is no limitation upon the number
of Options that may be exercised in any one year,  and Options not  exercised in
any one year may be exercised in  subsequent  years over the term of the Option.
The Committee may impose additional conditions upon the rights of an Optionee to
exercise any Option which are not inconsistent with the terms of the Plans.

         Payment for  Options.  Under the Plans,  full payment for each share of
Common Stock purchased upon the exercise of any Option shall be made at the time
of exercise of such Option and shall be paid in cash (in United States dollars),
Common Stock,  or a combination of cash and Common Stock.  Common Stock utilized
in full or partial  payment of the  exercise  price  shall be valued at its fair
market value at the date of exercise.  The Company  shall accept full or partial
payment in Common  Stock only to the extent  permitted  by  applicable  law.  No
shares of Common  Stock shall be issued until full  payment  therefore  has been
received  by the  Company,  and no  Optionee  shall  have any of the rights of a
shareholder of the Company until the shares of Common Stock are issued to him or
her.

         Cashless Exercise.  An Optionee who has held an Option for at least six
months  may  engage in the  "cashless  exercise"  of the  Option.  In a cashless
exercise,  an Optionee  gives the Company  written notice of the exercise of the
Option together with an order to a registered  broker-dealer or equivalent third
party,  to sell part or all of the Optioned  Stock and to deliver  enough of the
proceeds  to the  Company to pay the Option  exercise  price and any  applicable
withholding  taxes.  If the Optionee does not sell the optioned  stock through a
registered  broker-dealer  or  equivalent  third party,  he can give the Company
written  notice of the  exercise of the Option and the third party  purchaser of
the  optioned  stock  shall pay the Option  exercise  price plus any  applicable
withholding taxes to the Company.

         Issuance of Common Stock.  Shares issued to Optionees  upon exercise of
Options shall be either newly issued shares of the Company,  treasury  shares or
shares purchased in the market, at the Company's discretion. In either case, the
Optionee shall not pay any fees,  commissions,  or other charges for such Common
Stock  other than the  exercise  price as stated in the Option  Agreement.  Cash
proceeds  from the sale of Common  Stock  issued  pursuant  to the  exercise  of
Options will be added to the general funds of the Company to be used for general
corporate  purposes.  Shares of Common Stock shall not be issued with respect to
any Option  granted  under the Plans  unless the  issuance  and delivery of such
Common

                                        4

<PAGE>



Stock shall  comply with all  relevant  provisions  of law,  including,  without
limitation,  the Securities Act of 1933, as amended (the "1933 Act"),  the rules
and regulations promulgated thereunder, any applicable state securities law, and
the  requirements  of any stock exchange upon which the Common Stock may then be
listed.

         Inability of the Company to obtain approval from any regulatory body or
authority  deemed by the  Company or counsel  thereto  to be  necessary  for the
lawful issuance and sale of any Common Stock hereunder shall relieve the Company
of any liability with respect to the  non-issuance or sale of such Common Stock.
As a condition to the exercise of an Option,  the Company may require the person
exercising  the Option to make such  representations  and  warranties  as may be
necessary  to  assure  the  availability  of an  exemption  from any  additional
registration requirements of federal or state securities laws.

Recapitalization,   Merger,  Consolidation,   Change  in  Control,  and  Similar
Transactions
--------------------------------------------------------------------------------

         Subject to any  required  action by the  shareholders  of the  Company,
within the sole discretion of the Committee,  the aggregate  number of shares of
Common  Stock for which  Options may be granted  under the Plans,  the number of
shares of Common Stock covered by each outstanding Option and the exercise price
per share of Common Stock of each Option shall be  proportionately  adjusted for
any  increase  or  decrease  in the number of issued and  outstanding  shares of
Common Stock  resulting  from a subdivision  or  consolidation  of shares or the
payment  of a stock  dividend  on the  Common  Stock or any  other  increase  or
decrease in the number of such shares of Common Stock effected without a receipt
of  consideration  by the  Company  (other  than by  shares  held by  dissenting
stockholders).

         In the  event  of any  change  in  control,  recapitalization,  merger,
consolidation,  exchange  of shares,  spin-off,  reorganization,  tender  offer,
liquidation, or other extraordinary corporate action, the Committee, in its sole
discretion,  shall  have the power,  prior to or  subsequent  to such  action or
events, to (i) appropriately adjust the number of shares of Common Stock subject
to  each  Option,  the  exercise  price  per  share  of  Common  Stock,  and the
consideration  to be given or received by the Company  upon the  exercise of any
outstanding  Options;  (ii)  cancel  any  or  all  previously  granted  Options,
providing that  appropriate  consideration is paid to the Optionee in connection
therewith; and/or (iii) make such other adjustments in connection with the Plans
as  each  Committee,  in  its  sole  discretion,  deems  necessary,   desirable,
appropriate, or advisable.

         The  Committee  has at all times the power to  accelerate  the exercise
date  of  all  Options  granted  under  the  Plans;   provided,   however,   the
exercisability  of such Options may be  accelerated  only in the event of death,
permanent  and total  disability,  or change in control in  accordance  with the
Plans.  In the case of any change in control of the Company as determined by the
Committee,  all  outstanding  options shall become  immediately  exercisable.  A
change in control is defined in the Plans as: (i) the sale of all, or a material
portion,  of the  assets of the  Company;  (ii) the  merger or  recapitalization
whereby the Company is not the  surviving  entity;  (iii) a change of control of
the Company as otherwise defined by the Office of Thrift Supervision  ("OTS") or
its  regulations;  and (iv) the  acquisition,  directly  or  indirectly,  of the
beneficial  ownership  (within the meaning of Section  13(d) of the 1934 Act and
rules and regulations  promulgated thereunder) of 25% or more of the outstanding
voting  securities of the Company by any person,  trust,  entity or group.  This
limitation  shall not apply to a transaction  in which the purchase of shares by
underwriters  in  connection  with a public  offering  of Common  Stock,  or the
purchase of shares of up to 25% of any class of  securities  of the Company by a
tax-qualified employee

                                        5

<PAGE>



stock benefit plan. The  determination  of each Committee as to whether a change
in control has occurred shall be conclusive and binding.

Amendment and Termination of the Plans
--------------------------------------

         The Board of Directors may alter,  suspend, or discontinue the Plans at
any time within its sole discretion.

Restrictions on Resale
----------------------

         Unless  specifically  included as a term and  condition  of any Option,
there  are no  restrictions  on the  resale of Common  Stock  acquired  upon the
exercise of Options.  The Plans permit each  Committee to provide as a condition
to the exercise of an Option that the shares  acquired upon the exercise of such
Options may be subject to a "Right of Repurchase" by the Company.  At this time,
the  Company  has no  intention  to grant  Options  subject  to such  "Right  of
Repurchase."  Such  shares  of Common  Stock,  however,  may be  resold  only in
compliance  with the  registration  requirements of the 1933 Act, and applicable
state securities laws.

         Under the 1933 Act,  affiliates  of the  Company  generally  may resell
shares of Common Stock  purchased  pursuant to the Plans only (i) in  accordance
with the  provisions  of Rule 144  under the 1933 Act,  or (ii)  pursuant  to an
applicable current and effective registration statement under the 1933 Act.

         As defined in Rule 405 under the 1933 Act, an  affiliate of the Company
is a person who  directly,  or  indirectly  through one or more  intermediaries,
controls,  or is controlled by, or is under common control with the Company. The
determination  of whether a person is an affiliate of the Company is primarily a
factual  one  based  upon  whether  he   possesses,   directly  or   indirectly,
individually  or in  concert  with  others,  the  power to  direct  or cause the
direction  of the  management  or policies of the Company,  whether  through the
ownership of voting stock, by executive position, by membership on the Board, by
contract or  otherwise.  Therefore,  each  Optionee  should  consult his counsel
concerning  whether  he is  an  affiliate  of  the  Company  and  the  attendant
restrictions on the resale under the 1933 Act of Common Stock acquired  pursuant
to the Plans.

         In  addition,  the receipt of an Option to purchase  Common Stock by an
officer or director of the Company,  or the  beneficial  owner of 10% or more of
the outstanding  Common Stock, is a reportable  transaction  under Section 16 of
the 1934 Act, and Forms 3, 4, or 5 are required to be filed with the  Securities
and Exchange  Commission in  connection  with such  transaction.  The sale by an
officer,  director,  or 10% holder of Common Stock issued upon an exercise of an
Option  within six months after the receipt of such Option may create  liability
of such persons to the Company  under the  "short-swing  profit"  provisions  of
Section 16(b) of the 1934 Act.

Federal Income Tax Consequences
-------------------------------

         Under  present  federal tax laws,  awards under the Plans will have the
following consequences:

         1. The exercise of an Option will result in the recognition of ordinary
            income by the Optionee on the date of exercise in an amount equal to
            the difference between the exercise price and the fair market value,
            on the date of  exercise,  of the shares  acquired  pursuant  to the
            exercise of such Option.

                                        6

<PAGE>




         2. The Company will be allowed a tax deduction for federal tax purposes
            equal to the amount of ordinary income  recognized by an Optionee at
            the time the  Optionee  recognizes  such  ordinary  income  under an
            Option.

         The  foregoing  provides a general  summary of the  federal  income tax
consequences  applicable to Optionees under the Plans. Each Optionee is urged to
consult his or her own tax advisor for information  regarding applicable federal
and state tax consequences.

Annual Report to Shareholders
-----------------------------

         The Company's  financial  statements for the period ended September 30,
1997, as contained in the Company's Form 10-K are  incorporated  by reference in
the  Registration  Statement to which this  Prospectus is a part. In the future,
the  Company's  latest  Annual  Report  to  Stockholders,   including  financial
statements,  will be  mailed  to all  stockholders  of record as of the close of
business on such record date. Any person wishing to receive a copy of the Annual
Report to  Stockholders  may obtain a copy by writing the Company at the address
set forth below under "Additional Information."

Additional Information
----------------------

         Additional  updating  information  with respect to the Common Stock and
the Plans covered herein may be provided in the future to Participants under the
Plans by means of appendices to this Prospectus. The nature and frequency of any
reports to be made to Participants as to their  participation  in the Plans will
be determined by each Committee.

         The Company upon written or oral request,  will provide  without charge
to any person to whom this Prospectus is delivered:  a copy of the Plans, a copy
of its latest Annual Report to Stockholders  (when  available) and a copy of any
and all of the documents that have been  incorporated  by reference in Item 3 of
Part II of the  Registration  Statement of which this  Prospectus is a part, and
that such  documents  are  deemed  incorporated  by  reference  in this 1933 Act
Section 10(a) Prospectus.  Further,  other documents required to be delivered to
Participants as specified in Item 9 of Part II of the Registration Statement are
available upon request. Any such request can be oral or in writing and should be
addressed to the Corporate  Secretary,  211 Willow Street,  Franklin,  Louisiana
70538. The Registrant's telephone number is (318) 828-3212.

Legal Opinion
-------------

         The validity of the Common Stock offered  hereby has been passed on for
the Company by Malizia,  Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite
700 East, Washington, D.C. 20005.



                                        7

<PAGE>



                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference
--------------------------------------------------------

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act")  and,  accordingly,  files
periodic  reports  and  other  information  with  the  Securities  and  Exchange
Commission (the "Commission").  Reports, proxy statements, and other information
concerning the Company filed with the Commission may be inspected and copies may
be obtained (at present rates) at the  Commission's  Public  Reference  Section,
Room 1024, 450 Fifth Street, N.W., Washington, DC 20549.

         The following  documents filed with the Commission are  incorporated by
reference in this Registration Statement and the Prospectus  constituting Part I
of this Registration Statement:

         (1)    The Company's Registration Statement on Form S-1 (No. 33-874865)
filed with the Commission on December 16, 1994 and amendments thereto;

         (2) The Company's  Annual Report on Form 10-K filed with the Commission
for the fiscal year ended September 30, 1997, as filed with the Commission;

         (3) The Company's Definitive Proxy Statement related to the January 21,
1998 Annual Meeting of stockholders, as filed with the Commission;

         (4) The Company's  Registration Statement on Form 8-A as filed with the
Commission on February 9, 1995;

         (5) The  Company's  Quarterly  Statement  on Form 10-Q for the  periods
ended December 31, 1997 and March 31, 1998 as filed with the Commission; and

         (6)  Information as to the Options which will be included in the future
either in the Company's proxy statements,  annual reports, or appendices to this
Prospectus.

         All  documents  filed by the Company  pursuant  to Sections  13, 14, or
15(d) of the 1934 Act after the date hereof and prior to the  termination of the
offering  of the shares of Common  Stock shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a 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  12:83 of the  Louisiana  Business  Corporation  Law as amended
("LBCL")  authorizes a  corporation  such as the Company to indemnify  officers,
directors, employees and agents under certain

                                      II-1

<PAGE>



circumstances.   Section  12.83.B  of  the  LBCL  requires   indemnification  of
directors, officers, employees and agents who have been successful on the merits
or otherwise in defense of certain actions,  suits,  proceedings claims,  issues
and matters. Article XVI of the Company's Articles of Incorporation provides for
indemnification.

         Section  12.24.C of the LBCL allows for the  limitation of liability of
directors and officers.  Article XV of the Company's  Articles of  Incorporation
provides for the limitation of liability of officers and directors.

         The Company believes that these provisions assist the Company in, among
other things,  attracting and retaining  qualified  persons to serve the Company
and its subsidiary.  However,  a result of such provisions  could be to increase
the expenses of the Company and  effectively  reduce the ability of stockholders
to sue on behalf of the Company  since  certain suits could be barred or amounts
that might  otherwise be obtained on behalf of the Company  could be required to
be repaid by the Company to an indemnified party.

         The Company  has in force a Directors  and  Officers  Liability  Policy
underwritten  by CNA Insurance  Company with a $3.0 million  aggregate  limit of
liability  and an  aggregate  deductible  of  $50,000  per loss both for  claims
directly  against  officers  and  directors  and for claims where the Company is
required to indemnify directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed.
---------------------------------------------

         Not applicable.

Item 8.  Exhibits
-----------------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

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;

                                      II-2

<PAGE>




                  (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;

provided however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not apply if the
registration  statement  is on Form S-3,  Form S-8 or F-3,  and the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic reports filed by the registrant  pursuant to Section 13 or
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
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  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) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus,  to deliver,  or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

         (d)  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  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 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 expressed in the Securities
Act of 1933 Act and will be governed by the final adjudication of such issue.



                                      II-3

<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act of 1933,  Teche
Holding  Company  certifies  that it has  reasonable  grounds to believe that it
meets all of the  requirements  for filing a Registration  Statement 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 Franklin in the State
of Louisiana, on the 28th day of April 1998.

                                    Teche Holding Company


                                    By:  /s/ Patrick O. Little
                                         ---------------------------------------
                                           Patrick O. Little
                                           President, Chief Executive Officer,
                                           and Director
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Teche Holding Company, do
hereby  severally  constitute  and  appoint  Patrick O.  Little  true and lawful
attorney  and  agent,  to do any and all  things  and  acts in our  names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the  capacities  indicated  below which said  Patrick O. Little may
deem  necessary or advisable to enable Teche Holding  Company to comply with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange  Commission,  in connection with the Registration
Statement on Form S-8 relating to the offering of the  Company's  Common  Stock,
including specifically, but not limited to, power and authority to sign, for any
of us in our names in the capacities indicated below, the Registration Statement
and any and all amendments (including post-effective amendments) thereto; and we
hereby  ratify and confirm all that said  Patrick O. Little shall 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 below by the  following  persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
<S>      <S>                                         <C>      <C>
By:      /s/ Patrick O. Little                       By:      /s/ J.L. Chauvin
         -----------------------------------------            -------------------------------------------- 
         Patrick O. Little                                    J.L. Chauvin
         President, Chief Executive Officer,                  Vice President and Treasurer
         and Director                                         (Principal Financial and Accounting Officer)
         (Principal Executive Officer)

Date:    April 28, 1998                              Date:    April 28, 1998



By:      /s/ W. Ross Little                          By:      /s/ Robert Earl Mouton
         -----------------------------------------            -------------------------------------------- 
         W. Ross Little                                       Robert Earl Mouton
         Chairman of the Board                                Director

Date:    April 28, 1998                              Date:    April 28, 1998

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>      <S>                                         <C>      <C>

By:      /s/ Mary Coon Biggs                         By:      /s/ Christian L. Olivier
         -----------------------------------------            -------------------------------------------- 
         Mary Coon Biggs                                      Christian L. Olivier
         Director                                             Director

Date:    April 28, 1998                              Date:    April 28, 1998


By:      /s/ Virginia Kyle Hine                      By:      /s/ W. Ross Little, Jr.
         -----------------------------------------            -------------------------------------------- 
         Virginia Kyle Hine                                   W. Ross Little, Jr.
         Director                                             Director and Secretary

Date:    April 28, 1998                              Date:    April 28, 1998


By:      /s/ Henry L. Friedman                       By:      /s/ Thomas F. Kramer, M.D.
         -----------------------------------------            -------------------------------------------- 
         Henry L. Friedman                                    Thomas F. Kramer, M.D.
         Director                                             Director

Date:    April 28, 1998                              Date:    April 28, 1998


By:
         -----------------------------------------      
         Donelson T. Caffery, Jr.
         Director

Date:                        , 1998
         ---------------- ---

</TABLE>



<PAGE>





                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit                                             Description                                   Page
-------                                             -----------                                   ----
<S>                        <C>                                                                    <C>

  4.1                      Teche Holding Company                                                    19
                           1997 Stock Option Plan

  4.2                      Teche Holding Company                                                    29
                           1998 Stock Option Plan

  4.3                      Form of Stock Option Agreements                                          38

  5.1                      Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the                45
                           validity of the Common Stock being registered

  23.1                     Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears                 --
                           in their opinion filed as Exhibit 5.1)

  23.2                     Consent of Independent Accountants                                       48

  24                       Reference is made to the Signatures section of this                      --
                           Registration Statement for the Power of Attorney
                           contained therein

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 52040}]
{"company-data": {"conformed-name": "TECHE HOLDING CO", "cik": "0000934538", "assigned-sic": "6035", "irs-number": "721287456", "state-of-incorporation": "LA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55913", "film-number": "98641740"}, "business-address": {"street1": "211 WILLOW ST", "city": "FRANKLIN", "state": "LO", "zip": "70538", "phone": "3188283212"}, "mail-address": {"street1": "211 WILLOW ST", "city": "FRANKLIN", "state": "LA", "zip": "70538"}}
As filed with the Securities and Exchange Commission on June 3, 1998.
                                                     Registration No. 333-______

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                         ------------------------------

                              Teche Holding Company
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Louisiana                              72-1287456
            ---------                              ----------
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                 Identification No.)

                                211 Willow Street
                            Franklin, Louisiana 70538
                                 (318) 828-3212
                    (Address of principal executive offices)

                  Teche Holding Company 1997 Stock Option Plan
                  Teche Holding Company 1998 Stock Option Plan
                          ---------------------------
                            (Full Title of the Plans)

                               Richard Fisch, Esq.
                               Ruel B. Pile, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
            (Name, address and telephone number of agent for service)

                           --------------------------

                         CALCULATION OF REGISTRATION FEE
================================================================================
Title of                           Proposed          Proposed       Amount of
Securities to     Amount to    Maximum Offering  Maximum Offering  Registration
be Registered   be Registered   Price Per Unit       Price (2)       Fee (2)
-------------   -------------   --------------      -----------     --------

Common Stock
$.01 par value    68,000(1)           (2)           $1,377,375       $406.33
================================================================================

(1)      The maximum  number of shares of common stock issuable upon exercise of
         options  granted or to be granted under the Teche Holding  Company 1997
         Stock Option Plan and the Teche Holding  Company 1998 Stock Option Plan
         consists  of  68,000  shares  which  are being  registered  under  this
         Registration Statement and for which a registration fee is being paid.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  68,000 shares are being registered  hereby, of which
         10,000  shares are under  option at an exercise  price of $15.9375  per
         share ($159,375 in the aggregate).  The remainder of such shares, which
         are not  presently  subject  to  options  (58,000  shares),  are  being
         registered  based upon the closing  price of the common  stock of Teche
         Holding Company as reported on the American Stock Exchange on April 30,
         1998, of $21.00 per share  ($1,218,000  in the  aggregate)  for a total
         offering of $1,377,375.

         Under Rule 462 of the 1933 Act, the Registration  Statement on Form S-8
         shall be effective upon filing with the Commission.
** THIS DOCUMENT CONSTITUTES THE PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.**

PROSPECTUS
----------

                                  68,000 Shares

                              -------------------

                              TECHE HOLDING COMPANY
                                  COMMON STOCK
                           (Par Value $.01 Per Share)

                              -------------------

                  TECHE HOLDING COMPANY 1997 STOCK OPTION PLAN
                AND TECHE HOLDING COMPANY 1998 STOCK OPTION PLAN

                              -------------------

         This  Prospectus  relates to 68,000 shares of common  stock,  par value
$.01 per share (the "Common Stock"), of Teche Holding Company (the "Company"), a
Louisiana  corporation  which is the parent savings and loan holding  company of
Teche Federal Savings Bank (the "Savings  Bank"),  which may be issued from time
to time by the  Company to  holders  of options  granted or to be granted by the
Company to selected officers, directors, key employees, and other persons of the
Company and any subsidiary of the Company  pursuant to the Teche Holding Company
1997 Stock  Option Plan and the Teche  Holding  Company  1998 Stock  Option Plan
(collectively  the "Plans").  Holders of options  granted or to be granted under
the Plans (the "Options") are referred to herein as "Optionees." Each offer made
under  the Plans  pursuant  to this  Prospectus  is made at the price and on the
terms and  conditions  contained  in the stock  option  agreements  entered into
between the Company and each Optionee.

         This  Prospectus  is for use as of the date  hereof  and in  subsequent
years.  Information which is likely to change from year to year will be included
in appendices to this Prospectus.

         The issued and outstanding Common Stock of the Company is traded on the
American Stock Exchange under the symbol "TSH." Shares of Common Stock which may
be issued  upon  exercise of options  granted or to be granted  under the Plans,
will also be traded on the  American  Stock  Exchange.  On April 30,  1998,  the
closing price of the Common Stock on the American  Stock Exchange was $21.00 per
share.

--------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------------------------------------------------

                   The date of this Prospectus is June 3, 1998
No person has been  authorized to give any  information  or to make any
representation  not contained in this  Prospectus,  and, if given or made,  such
information or representation  must not be relied upon as having been authorized
by the  Company.  This  Prospectus  does  not  constitute  an offer to sell or a
solicitation  of an offer to buy any  securities  other  than the  Common  Stock
offered by this  Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any  jurisdiction  to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this  Prospectus nor any sale made  hereunder  shall,  under any  circumstances,
create  any  implication  that  there has been no change in the  affairs  of the
Company  or that the  information  contained  herein is  correct  as of any time
subsequent to the date hereof.
TABLE OF CONTENTS

                  Teche Holding Company 1997 Stock Option Plan
                  Teche Holding Company 1998 Stock Option Plan

                                                                          Page

General Information on Plans...........................................   1

Administration.........................................................   2

Purpose................................................................   2

Securities to be Offered...............................................   2

Eligibility to Participate in Plans....................................   2

Purchases of Securities Pursuant to the Plans
 and Payment for Securities Offered....................................   3

  Term of the Plans....................................................   3
  Stock Option Agreements..............................................   3
  Option Price.........................................................   3
  Limitations on Grant of Options......................................   3
  Option Period........................................................   3
  Non-transferability..................................................   4
  Conditions of Exercise...............................................   4
  Payment for Options..................................................   4
  Cashless Exercise....................................................   4
  Issuance of Common Stock.............................................   4

Recapitalization, Merger, Consolidation, Change in
 Control and Similar Transactions......................................   5

Amendment and Termination of the Plans.................................   6

Restrictions on Resale.................................................   6

Federal Income Tax Consequences........................................   6

Annual Report to Shareholders..........................................   7

Additional Information.................................................   7

Legal Opinion..........................................................   7
Teche Holding Company 1997 Stock Option Plan
                  Teche Holding Company 1998 Stock Option Plan

General Information on Plans
----------------------------

         This  Prospectus  relates to 68,000 shares of the common stock ("Common
Stock"),  par value $.01 per share,  of Teche Holding  Company (the  "Company"),
which will be offered upon  exercise of options  granted or to be granted  under
the Teche  Holding  Company 1997 Stock  Option Plan ("1997  Plan") and the Teche
Holding Company 1998 Stock Option Plan ("1998 Plan")  (collectively  referred to
herein as the "Plans").

         The Company was formed under the laws of the State of Louisiana for the
purpose of  becoming a savings  and loan  holding  company and became the parent
corporation  of Teche  Federal  Savings Bank (the  "Savings  Bank") on April 18,
1995,  at which time the Company  acquired all of the shares of capital stock of
the Savings Bank. The Board of Directors of the Company adopted the 1997 Plan on
December  18,  1996 and the 1998  Plan on  October  22 1997.  The  Plans  are to
continue  in  effect  for a period  of ten years  from  each  Plan's  respective
Effective  Date  (the  date on which  such  Plan  was  adopted  by the  Board of
Directors), unless earlier terminated or extended by the Company.

         Pursuant to the Plans,  68,000 shares of Common Stock were reserved for
issuance by the Company upon exercise of Options awarded to officers, directors,
key  employees  and other  persons of the Company and any parent and  subsidiary
corporations.  Options  granted  under the Plans are not  intended to qualify as
incentive  stock  options  within the  meaning of  Section  422 of the  Internal
Revenue Code of 1986, as amended (the "Code").

         Upon  the  exercise  of  options,  the  Optionee  generally  recognizes
ordinary  income to the  extent  that the  exercise  price is less than the fair
market  value of the  Common  Stock  on the date of  exercise.  The  Company  is
entitled  to a federal  income tax  deduction  equal to the  amount of  ordinary
income  recognized by the Optionee at the time of such income  recognition.  See
"Federal Income Tax Consequences."

         The Plans is not qualified  under Section  401(a) of the Code and it is
exempt from the  provisions of the Employee  Retirement  Income  Security Act of
1974, as amended.

         The statements  herein concerning the terms and provisions of the Plans
are  summaries  and do not  purport  to be  complete.  All such  statements  are
qualified in their  entirety by reference to the full text of the Plans as filed
as Exhibits 4.1 and 4.2 to the  Registration  Statement of which this Prospectus
is a part.

         Additional updating and other information with respect to the Plans and
the Common  Stock  offered  hereby may be provided in the future to Optionees by
means of one or more  supplements or appendices to this  Prospectus.  Additional
information   about  the  Plans   (including   a  copy  of  the   Plans),   plan
administration,  and the  Company may be  obtained  at the  Company's  principal
offices, which are located at 211 Willow Street, Franklin,  Louisiana 70538. The
Company's telephone number is (318) 828-3212.

                                        1
Administration
--------------

         The Plans are  administered  by committees  of the  Company's  Board of
Directors (the "Committees"). The Plans provide that each Committee will consist
of not less than two non-employee  directors of the Company. The members of each
Committee  are  appointed  by the Board and serve at the  pleasure of the Board.
Members of each Committee  shall be  "disinterested"  within the meaning of Rule
16b-3  promulgated  under Rule 16(b) of the Securities  Exchange Act of 1934, as
amended (the "1934 Act"). A majority of the entire  Committee shall constitute a
quorum,  and the action of a majority of the  members  present at any meeting at
which a quorum is present shall be deemed the action of the Committee.

         Subject to the express provisions of the Plans and resolutions  adopted
by the  Board,  the  Committees  have  authority  to  interpret  the  Plans,  to
prescribe,  amend, and rescind the rules and regulations  relating to the Plans,
and to  determine  the form and content of Options to be issued under the Plans.
In addition,  the  Committees  are  authorized to make all other  determinations
deemed necessary or advisable for the administration of the Plans and shall have
and may exercise  such other power and such  authority as may be delegated to it
by  the  Board  from  time  to  time.   All   decisions,   determinations,   and
interpretations  of the Committees  shall be final and conclusive to all persons
affected thereby.

         Additional  information  about  the  Plans  and the  Committees  may be
obtained  from the Company at the address of the Company  listed under  "General
Information on Plans."

Purpose
-------

         The purpose of both Plans is to promote the interests of the Company by
attracting  and  retaining  the  best  available   personnel  for  positions  of
substantial responsibility to serve as officers, directors, and key employees of
the Company and to provide additional incentive to such officers, directors, and
key employees of the Company to promote the success of the Company's business.

Securities to be Offered
------------------------

         The  aggregate  number of shares  of Common  Stock  which may be issued
pursuant to Options  granted or to be granted under the Plans is 68,000  shares,
subject to certain  adjustments  for  changes in the  capital  structure  of the
Company,  as described  below.  See  "Recapitalization,  Merger,  Consolidation,
Change in Control and  Similar  Transactions."  Any shares  subject to an Option
under the  Plans  which  expire  or are  terminated  unexercised  will  again be
available for issuance under the Plans.

Eligibility to Participate in Plans
-----------------------------------

         Options  to  purchase  Common  Stock  under the Plans may be awarded to
officers,  directors,  key  employees,  and other  persons of the  Company,  the
Savings Bank,  and any present or future parent or subsidiary  corporations.  In
selecting  participants under the Plans (the  "Participants") and in determining
the number of Options to be granted  to each  Participant,  the  Committees  may
consider  the  nature  of  the  services  rendered  by  each  Participant,  each
Participant's current and potential  contribution to the Company, and such other
factors as each Committee, in its sole discretion, shall deem relevant.

         For a  description  of the  number of  persons  currently  eligible  to
participate in the Plans and the number of persons actually participating in the
Plans, see "Participation in the Plans" at Appendix A.

                                        2
Purchases of Securities Pursuant to the Plans and Payment for Securities Offered
--------------------------------------------------------------------------------

         Term of the Plans. The Plans shall continue in effect for a term of ten
years from the date such Plan was adopted by the Company's Board, after which no
further  awards may be  granted.  The  future  expiration  of the Plans,  or its
termination  by the  Board,  will not  affect  any  Option  previously  granted.
Notwithstanding the forgoing,  the granting of Incentive Stock Options, in order
to qualify as such under the Code,  shall not be made beyond ten years after the
date of adoption of the Plans by the Company.

         Stock  Option  Agreements.  The  Options  granted  under  the Plans are
evidenced by stock option agreements (the "Option Agreements")  substantially in
the  form  of the  Option  Agreements  filed  as  exhibits  to the  Registration
Statement of which this  Prospectus is a part.  Each Option  Agreement,  and any
amendment  thereto,  will  contain  terms  and  conditions  consistent  with the
requirements  of the  Plans  as  each  Committee  shall  determine.  The  Option
Agreements  shall constitute the only form of reports which  Participants  shall
receive related to the status of Options granted or which are exercisable  under
the Plans.

         The  Plans  provide  that the Board of  Directors  of the  Company  may
authorize the  Committee to direct the execution of an instrument  providing for
the modification of any outstanding Option,  provided that no such modification,
extension or renewal  shall  confer on the  Optionee any right or benefit  which
could not be conferred by the grant of a new Option at such time,  and shall not
materially  decrease  the  Optionee's  benefits  under the  Option  without  the
Optionee's  consent,  except as provided  under  Section 13 of the Plans,  which
permits modification of the Plans. See "Amendment and Termination of the Plans."

         Option Price.  The exercise price for the purchase of shares subject to
an Option at the date of grant  may not be less than 100  percent  (100%) of the
fair market value of the shares covered by the Option on that date. The exercise
price of Options must be paid for in full in cash or shares of Common Stock,  or
a combination of both.

         If the Common Stock is listed on a national  securities exchange at the
time of granting an Option  awarded  pursuant  to the Plans,  then the  exercise
price per share  shall be not less than the  average of the  highest  and lowest
selling price on such  exchange on the date such Option is granted;  or if there
were no  sales on said  date,  then the  price  shall be not less  than the mean
between  the bid and asked  price on such date.  If the  Common  Stock is traded
otherwise than on a national  securities exchange at the time of the granting of
an Option,  then the  exercise  price per share  shall be not less than the mean
between  the bid and asked  price on the date the Option is granted or, if there
is no bid and asked price on said date,  then on the next prior  business day on
which  there  was a bid and  asked  price.  If no such  bid and  asked  price is
available,  then  the  exercise  price  per  share  shall be  determined  by the
Committee in good faith.

         Limitations on Grant of Options. Except as may be specifically provided
by the  terms  of the  Plans,  the  granting  of  Options  is made  at the  sole
discretion of each Committee.

         Option Period.  The term of  exercisability  of an Option granted under
the Plans shall be established by each  Committee,  but may not be for more than
ten years from the date of grant of the Option. In general,  Options will not be
exercisable  after the expiration of their term as set forth in the Plans and/or
the Option Agreement.

                                        3
In the event that an  Optionee  ceases to serve as an  employee  of the
Company for any reason other than  permanent and total  disability or death,  an
exercisable  Option will generally  continue to be exercisable  for three months
but in no event after the  expiration  date of the  Option.  In the event of the
permanent and total  disability or death of an Optionee during such service,  an
exercisable  Option will continue to be exercisable  for one year in the case of
disability and two years in the case of death, to the extent  exercisable by the
Optionee  immediately  prior to his or her  permanent  and total  disability  or
death, but in no event after the expiration date of such Options.

         Under the Plans,  the Committees'  determination  regarding  whether an
Optionee's  employment  or service has ceased,  and the  effective  date thereof
shall be final and conclusive on all persons affected thereby.

         Non-transferability.  No Option granted under the Plans is transferable
other than by will or the laws of descent and distribution.

         Conditions  of  Exercise.  Options  may be  exercised  only  during the
periods specified in the Plans or the Option Agreement,  certain  information as
to which is provided above (see "Option Period").  Except as described above and
as may be limited by an Option Agreement, there is no limitation upon the number
of Options that may be exercised in any one year,  and Options not  exercised in
any one year may be exercised in  subsequent  years over the term of the Option.
The Committee may impose additional conditions upon the rights of an Optionee to
exercise any Option which are not inconsistent with the terms of the Plans.

         Payment for  Options.  Under the Plans,  full payment for each share of
Common Stock purchased upon the exercise of any Option shall be made at the time
of exercise of such Option and shall be paid in cash (in United States dollars),
Common Stock,  or a combination of cash and Common Stock.  Common Stock utilized
in full or partial  payment of the  exercise  price  shall be valued at its fair
market value at the date of exercise.  The Company  shall accept full or partial
payment in Common  Stock only to the extent  permitted  by  applicable  law.  No
shares of Common  Stock shall be issued until full  payment  therefore  has been
received  by the  Company,  and no  Optionee  shall  have any of the rights of a
shareholder of the Company until the shares of Common Stock are issued to him or
her.

         Cashless Exercise.  An Optionee who has held an Option for at least six
months  may  engage in the  "cashless  exercise"  of the  Option.  In a cashless
exercise,  an Optionee  gives the Company  written notice of the exercise of the
Option together with an order to a registered  broker-dealer or equivalent third
party,  to sell part or all of the Optioned  Stock and to deliver  enough of the
proceeds  to the  Company to pay the Option  exercise  price and any  applicable
withholding  taxes.  If the Optionee does not sell the optioned  stock through a
registered  broker-dealer  or  equivalent  third party,  he can give the Company
written  notice of the  exercise of the Option and the third party  purchaser of
the  optioned  stock  shall pay the Option  exercise  price plus any  applicable
withholding taxes to the Company.

         Issuance of Common Stock.  Shares issued to Optionees  upon exercise of
Options shall be either newly issued shares of the Company,  treasury  shares or
shares purchased in the market, at the Company's discretion. In either case, the
Optionee shall not pay any fees,  commissions,  or other charges for such Common
Stock  other than the  exercise  price as stated in the Option  Agreement.  Cash
proceeds  from the sale of Common  Stock  issued  pursuant  to the  exercise  of
Options will be added to the general funds of the Company to be used for general
corporate  purposes.  Shares of Common Stock shall not be issued with respect to
any Option  granted  under the Plans  unless the  issuance  and delivery of such
Common

                                        4
Stock shall  comply with all  relevant  provisions  of law,  including,  without
limitation,  the Securities Act of 1933, as amended (the "1933 Act"),  the rules
and regulations promulgated thereunder, any applicable state securities law, and
the  requirements  of any stock exchange upon which the Common Stock may then be
listed.

         Inability of the Company to obtain approval from any regulatory body or
authority  deemed by the  Company or counsel  thereto  to be  necessary  for the
lawful issuance and sale of any Common Stock hereunder shall relieve the Company
of any liability with respect to the  non-issuance or sale of such Common Stock.
As a condition to the exercise of an Option,  the Company may require the person
exercising  the Option to make such  representations  and  warranties  as may be
necessary  to  assure  the  availability  of an  exemption  from any  additional
registration requirements of federal or state securities laws.

Recapitalization,   Merger,  Consolidation,   Change  in  Control,  and  Similar
Transactions
--------------------------------------------------------------------------------

         Subject to any  required  action by the  shareholders  of the  Company,
within the sole discretion of the Committee,  the aggregate  number of shares of
Common  Stock for which  Options may be granted  under the Plans,  the number of
shares of Common Stock covered by each outstanding Option and the exercise price
per share of Common Stock of each Option shall be  proportionately  adjusted for
any  increase  or  decrease  in the number of issued and  outstanding  shares of
Common Stock  resulting  from a subdivision  or  consolidation  of shares or the
payment  of a stock  dividend  on the  Common  Stock or any  other  increase  or
decrease in the number of such shares of Common Stock effected without a receipt
of  consideration  by the  Company  (other  than by  shares  held by  dissenting
stockholders).

         In the  event  of any  change  in  control,  recapitalization,  merger,
consolidation,  exchange  of shares,  spin-off,  reorganization,  tender  offer,
liquidation, or other extraordinary corporate action, the Committee, in its sole
discretion,  shall  have the power,  prior to or  subsequent  to such  action or
events, to (i) appropriately adjust the number of shares of Common Stock subject
to  each  Option,  the  exercise  price  per  share  of  Common  Stock,  and the
consideration  to be given or received by the Company  upon the  exercise of any
outstanding  Options;  (ii)  cancel  any  or  all  previously  granted  Options,
providing that  appropriate  consideration is paid to the Optionee in connection
therewith; and/or (iii) make such other adjustments in connection with the Plans
as  each  Committee,  in  its  sole  discretion,  deems  necessary,   desirable,
appropriate, or advisable.

         The  Committee  has at all times the power to  accelerate  the exercise
date  of  all  Options  granted  under  the  Plans;   provided,   however,   the
exercisability  of such Options may be  accelerated  only in the event of death,
permanent  and total  disability,  or change in control in  accordance  with the
Plans.  In the case of any change in control of the Company as determined by the
Committee,  all  outstanding  options shall become  immediately  exercisable.  A
change in control is defined in the Plans as: (i) the sale of all, or a material
portion,  of the  assets of the  Company;  (ii) the  merger or  recapitalization
whereby the Company is not the  surviving  entity;  (iii) a change of control of
the Company as otherwise defined by the Office of Thrift Supervision  ("OTS") or
its  regulations;  and (iv) the  acquisition,  directly  or  indirectly,  of the
beneficial  ownership  (within the meaning of Section  13(d) of the 1934 Act and
rules and regulations  promulgated thereunder) of 25% or more of the outstanding
voting  securities of the Company by any person,  trust,  entity or group.  This
limitation  shall not apply to a transaction  in which the purchase of shares by
underwriters  in  connection  with a public  offering  of Common  Stock,  or the
purchase of shares of up to 25% of any class of  securities  of the Company by a
tax-qualified employee

                                        5
stock benefit plan. The  determination  of each Committee as to whether a change
in control has occurred shall be conclusive and binding.

Amendment and Termination of the Plans
--------------------------------------

         The Board of Directors may alter,  suspend, or discontinue the Plans at
any time within its sole discretion.

Restrictions on Resale
----------------------

         Unless  specifically  included as a term and  condition  of any Option,
there  are no  restrictions  on the  resale of Common  Stock  acquired  upon the
exercise of Options.  The Plans permit each  Committee to provide as a condition
to the exercise of an Option that the shares  acquired upon the exercise of such
Options may be subject to a "Right of Repurchase" by the Company.  At this time,
the  Company  has no  intention  to grant  Options  subject  to such  "Right  of
Repurchase."  Such  shares  of Common  Stock,  however,  may be  resold  only in
compliance  with the  registration  requirements of the 1933 Act, and applicable
state securities laws.

         Under the 1933 Act,  affiliates  of the  Company  generally  may resell
shares of Common Stock  purchased  pursuant to the Plans only (i) in  accordance
with the  provisions  of Rule 144  under the 1933 Act,  or (ii)  pursuant  to an
applicable current and effective registration statement under the 1933 Act.

         As defined in Rule 405 under the 1933 Act, an  affiliate of the Company
is a person who  directly,  or  indirectly  through one or more  intermediaries,
controls,  or is controlled by, or is under common control with the Company. The
determination  of whether a person is an affiliate of the Company is primarily a
factual  one  based  upon  whether  he   possesses,   directly  or   indirectly,
individually  or in  concert  with  others,  the  power to  direct  or cause the
direction  of the  management  or policies of the Company,  whether  through the
ownership of voting stock, by executive position, by membership on the Board, by
contract or  otherwise.  Therefore,  each  Optionee  should  consult his counsel
concerning  whether  he is  an  affiliate  of  the  Company  and  the  attendant
restrictions on the resale under the 1933 Act of Common Stock acquired  pursuant
to the Plans.

         In  addition,  the receipt of an Option to purchase  Common Stock by an
officer or director of the Company,  or the  beneficial  owner of 10% or more of
the outstanding  Common Stock, is a reportable  transaction  under Section 16 of
the 1934 Act, and Forms 3, 4, or 5 are required to be filed with the  Securities
and Exchange  Commission in  connection  with such  transaction.  The sale by an
officer,  director,  or 10% holder of Common Stock issued upon an exercise of an
Option  within six months after the receipt of such Option may create  liability
of such persons to the Company  under the  "short-swing  profit"  provisions  of
Section 16(b) of the 1934 Act.

Federal Income Tax Consequences
-------------------------------

         Under  present  federal tax laws,  awards under the Plans will have the
following consequences:

         1. The exercise of an Option will result in the recognition of ordinary
            income by the Optionee on the date of exercise in an amount equal to
            the difference between the exercise price and the fair market value,
            on the date of  exercise,  of the shares  acquired  pursuant  to the
            exercise of such Option.

                                        6
2. The Company will be allowed a tax deduction for federal tax purposes
            equal to the amount of ordinary income  recognized by an Optionee at
            the time the  Optionee  recognizes  such  ordinary  income  under an
            Option.

         The  foregoing  provides a general  summary of the  federal  income tax
consequences  applicable to Optionees under the Plans. Each Optionee is urged to
consult his or her own tax advisor for information  regarding applicable federal
and state tax consequences.

Annual Report to Shareholders
-----------------------------

         The Company's  financial  statements for the period ended September 30,
1997, as contained in the Company's Form 10-K are  incorporated  by reference in
the  Registration  Statement to which this  Prospectus is a part. In the future,
the  Company's  latest  Annual  Report  to  Stockholders,   including  financial
statements,  will be  mailed  to all  stockholders  of record as of the close of
business on such record date. Any person wishing to receive a copy of the Annual
Report to  Stockholders  may obtain a copy by writing the Company at the address
set forth below under "Additional Information."

Additional Information
----------------------

         Additional  updating  information  with respect to the Common Stock and
the Plans covered herein may be provided in the future to Participants under the
Plans by means of appendices to this Prospectus. The nature and frequency of any
reports to be made to Participants as to their  participation  in the Plans will
be determined by each Committee.

         The Company upon written or oral request,  will provide  without charge
to any person to whom this Prospectus is delivered:  a copy of the Plans, a copy
of its latest Annual Report to Stockholders  (when  available) and a copy of any
and all of the documents that have been  incorporated  by reference in Item 3 of
Part II of the  Registration  Statement of which this  Prospectus is a part, and
that such  documents  are  deemed  incorporated  by  reference  in this 1933 Act
Section 10(a) Prospectus.  Further,  other documents required to be delivered to
Participants as specified in Item 9 of Part II of the Registration Statement are
available upon request. Any such request can be oral or in writing and should be
addressed to the Corporate  Secretary,  211 Willow Street,  Franklin,  Louisiana
70538. The Registrant's telephone number is (318) 828-3212.

Legal Opinion
-------------

         The validity of the Common Stock offered  hereby has been passed on for
the Company by Malizia,  Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite
700 East, Washington, D.C. 20005.

                                        7
PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference
--------------------------------------------------------

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act")  and,  accordingly,  files
periodic  reports  and  other  information  with  the  Securities  and  Exchange
Commission (the "Commission").  Reports, proxy statements, and other information
concerning the Company filed with the Commission may be inspected and copies may
be obtained (at present rates) at the  Commission's  Public  Reference  Section,
Room 1024, 450 Fifth Street, N.W., Washington, DC 20549.

         The following  documents filed with the Commission are  incorporated by
reference in this Registration Statement and the Prospectus  constituting Part I
of this Registration Statement:

         (1)    The Company's Registration Statement on Form S-1 (No. 33-874865)
filed with the Commission on December 16, 1994 and amendments thereto;

         (2) The Company's  Annual Report on Form 10-K filed with the Commission
for the fiscal year ended September 30, 1997, as filed with the Commission;

         (3) The Company's Definitive Proxy Statement related to the January 21,
1998 Annual Meeting of stockholders, as filed with the Commission;

         (4) The Company's  Registration Statement on Form 8-A as filed with the
Commission on February 9, 1995;

         (5) The  Company's  Quarterly  Statement  on Form 10-Q for the  periods
ended December 31, 1997 and March 31, 1998 as filed with the Commission; and

         (6)  Information as to the Options which will be included in the future
either in the Company's proxy statements,  annual reports, or appendices to this
Prospectus.

         All  documents  filed by the Company  pursuant  to Sections  13, 14, or
15(d) of the 1934 Act after the date hereof and prior to the  termination of the
offering  of the shares of Common  Stock shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a 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  12:83 of the  Louisiana  Business  Corporation  Law as amended
("LBCL")  authorizes a  corporation  such as the Company to indemnify  officers,
directors, employees and agents under certain

                                      II-1
circumstances.   Section  12.83.B  of  the  LBCL  requires   indemnification  of
directors, officers, employees and agents who have been successful on the merits
or otherwise in defense of certain actions,  suits,  proceedings claims,  issues
and matters. Article XVI of the Company's Articles of Incorporation provides for
indemnification.

         Section  12.24.C of the LBCL allows for the  limitation of liability of
directors and officers.  Article XV of the Company's  Articles of  Incorporation
provides for the limitation of liability of officers and directors.

         The Company believes that these provisions assist the Company in, among
other things,  attracting and retaining  qualified  persons to serve the Company
and its subsidiary.  However,  a result of such provisions  could be to increase
the expenses of the Company and  effectively  reduce the ability of stockholders
to sue on behalf of the Company  since  certain suits could be barred or amounts
that might  otherwise be obtained on behalf of the Company  could be required to
be repaid by the Company to an indemnified party.

         The Company  has in force a Directors  and  Officers  Liability  Policy
underwritten  by CNA Insurance  Company with a $3.0 million  aggregate  limit of
liability  and an  aggregate  deductible  of  $50,000  per loss both for  claims
directly  against  officers  and  directors  and for claims where the Company is
required to indemnify directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed.
---------------------------------------------

         Not applicable.

Item 8.  Exhibits
-----------------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

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;

                                      II-2
(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;

provided however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not apply if the
registration  statement  is on Form S-3,  Form S-8 or F-3,  and the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic reports filed by the registrant  pursuant to Section 13 or
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
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  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) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus,  to deliver,  or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

         (d)  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  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 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 expressed in the Securities
Act of 1933 Act and will be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act of 1933,  Teche
Holding  Company  certifies  that it has  reasonable  grounds to believe that it
meets all of the  requirements  for filing a Registration  Statement 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 Franklin in the State
of Louisiana, on the 28th day of April 1998.

                                    Teche Holding Company

                                    By:  /s/ Patrick O. Little
                                         ---------------------------------------
                                           Patrick O. Little
                                           President, Chief Executive Officer,
                                           and Director
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Teche Holding Company, do
hereby  severally  constitute  and  appoint  Patrick O.  Little  true and lawful
attorney  and  agent,  to do any and all  things  and  acts in our  names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the  capacities  indicated  below which said  Patrick O. Little may
deem  necessary or advisable to enable Teche Holding  Company to comply with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange  Commission,  in connection with the Registration
Statement on Form S-8 relating to the offering of the  Company's  Common  Stock,
including specifically, but not limited to, power and authority to sign, for any
of us in our names in the capacities indicated below, the Registration Statement
and any and all amendments (including post-effective amendments) thereto; and we
hereby  ratify and confirm all that said  Patrick O. Little shall 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 below by the  following  persons in the
capacities and on the date indicated.
By:      /s/ Patrick O. Little                       By:      /s/ J.L. Chauvin
         -----------------------------------------            -------------------------------------------- 
         Patrick O. Little                                    J.L. Chauvin
         President, Chief Executive Officer,                  Vice President and Treasurer
         and Director                                         (Principal Financial and Accounting Officer)
         (Principal Executive Officer)

Date:    April 28, 1998                              Date:    April 28, 1998

By:      /s/ W. Ross Little                          By:      /s/ Robert Earl Mouton
         -----------------------------------------            -------------------------------------------- 
         W. Ross Little                                       Robert Earl Mouton
         Chairman of the Board                                Director

Date:    April 28, 1998                              Date:    April 28, 1998
By:      /s/ Mary Coon Biggs                         By:      /s/ Christian L. Olivier
         -----------------------------------------            -------------------------------------------- 
         Mary Coon Biggs                                      Christian L. Olivier
         Director                                             Director

Date:    April 28, 1998                              Date:    April 28, 1998

By:      /s/ Virginia Kyle Hine                      By:      /s/ W. Ross Little, Jr.
         -----------------------------------------            -------------------------------------------- 
         Virginia Kyle Hine                                   W. Ross Little, Jr.
         Director                                             Director and Secretary

Date:    April 28, 1998                              Date:    April 28, 1998

By:      /s/ Henry L. Friedman                       By:      /s/ Thomas F. Kramer, M.D.
         -----------------------------------------            -------------------------------------------- 
         Henry L. Friedman                                    Thomas F. Kramer, M.D.
         Director                                             Director

Date:    April 28, 1998                              Date:    April 28, 1998

By:
         -----------------------------------------      
         Donelson T. Caffery, Jr.
         Director

Date:                        , 1998
         ---------------- ---
INDEX TO EXHIBITS
Exhibit                                             Description                                   Page
-------                                             -----------                                   ----
4.1                      Teche Holding Company                                                    19
                           1997 Stock Option Plan

  4.2                      Teche Holding Company                                                    29
                           1998 Stock Option Plan

  4.3                      Form of Stock Option Agreements                                          38

  5.1                      Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the                45
                           validity of the Common Stock being registered

  23.1                     Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears                 --
                           in their opinion filed as Exhibit 5.1)

  23.2                     Consent of Independent Accountants                                       48

  24                       Reference is made to the Signatures section of this                      --
                           Registration Statement for the Power of Attorney
                           contained therein