As filed with the Securities and Exchange Commission on January 28, 2000.
                                                     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
                      ------------------------------------
                    (Address of principal executive offices)

         Teche Holding Company Stock Option Agreement with Scott Sutton
     Teche Federal Savings Bank Restricted Stock Agreement with Scott Sutton
     -----------------------------------------------------------------------

                            (Full Title of the Plans)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
                      ------------------------------------
            (Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
======================== =================== ====================== ======================= ========================
Title of                                       Proposed Maximum        Proposed Maximum            Amount of
Securities to               Amount to be           Offering           Aggregate Offering         Registration
be Registered              Registered (1)       Price Per Share           Price (2)                 Fee (2)
-------------              --------------       ---------------      -------------------    ------------------------
<S>                      <C>                        <C>                  <C>                      <C>
Common Stock
$0.01 par value
per share                  36,682 shares              (2)                  $582,344                 $153.74
======================== =================== ====================== ======================= ========================
</TABLE>
(1)      The maximum number of shares of common stock issuable upon awards to be
         granted under the Teche Holding  Company  Stock Option  Agreement  with
         Scott  Sutton  consists  of 30,682  shares and under the Teche  Federal
         Savings Bank  Restricted  Stock Agreement with Scott Sutton (the "RSA")
         consists  of  6,000  shares  which  are  being  registered  under  this
         Registration  Statement and for which a registration fee is being paid.
         Additionally, an indeterminate number of additional shares which may be
         offered and issued to prevent  dilution  resulting  from stock  splits,
         dividends or similar transactions.
(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.  An aggregate of 36,682  shares are being  registered
         hereby,  of which 30,682 shares are under option at a weighted  average
         exercise  price of $16.34 per share  ($501,344 in the  aggregate).  The
         remainder  of such shares  (6,000  shares)  awarded  under the RSA, are
         being  registered  based upon the  average of the high and low  selling
         prices  of the  Common  Stock  of the  Registrant  as  reported  on the
         American  Stock  Exchange  on  January  24,  2000,  of $13.50 per share
         ($81,000 in the aggregate), for a total offering of $582,344.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration  of 36,682
shares of Teche Holding  Company (the "Company" or  "Registrant")  common stock,
$.01 par value per share (the  "Common  Stock")  issuable  to Scott  Sutton,  an
employee of the  subsidiary of the  Registrant as  compensation  for services in
accordance  with the Teche  Holding  Company Stock Option  Agreement  with Scott
Sutton,  under which 30,682  shares are issuable and the Teche  Federal  Savings
Bank Restricted Stock Agreement with Scott Sutton,  under which 6,000 shares are
issuable (together, the "Plans").  Documents containing the information required
by Part I of this  Registration  Statement will be sent or given to Scott Sutton
as specified by Rule 428(b)(1). Such documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act") on  February  9, 1995 and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
September 30, 1999, as filed with the Commission;

         (b) The  description  of the  Company's  securities as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
February 9, 1995.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.
------

         Not Applicable


                                       2
<PAGE>

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 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;

                                       3
<PAGE>




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

                  (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;

                  (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 no apply if the
Registration Statement is on Form S-3, Form S-8, 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
1934 Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the 1933 Act,  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 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) 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 1934 Act; 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 1933
Act 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 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer, or controlling person in connection with the securities
being registered,  the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public  policy  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.

                                       4
<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Franklin in the State of Louisiana, as of January 28,
2000.

                                   Teche Holding Company


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

January 28, 2000                                              January 28, 2000
------------------------------------------------              --------------------------------------------
(Date)                                                        (Date)


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

January 28, 2000                                              January 28, 2000
------------------------------------------------              --------------------------------------------
(Date)                                                        (Date)

</TABLE>




<PAGE>
<TABLE>
<CAPTION>
<S>                                                          <C>
/s/ Mary Coon Biggs                                           /s/ Christian L. Olivier, Jr.
------------------------------------------------              --------------------------------------------
Mary Coon Biggs                                               Christian L. Olivier, Jr.
Director                                                      Director

January 28, 2000                                              January 28, 2000
------------------------------------------------              --------------------------------------------
(Date)                                                        (Date)


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

January 28, 2000                                              January 28, 2000
------------------------------------------------              --------------------------------------------
(Date)                                                        (Date)


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

January 28, 2000                                                                                    , 2000
------------------------------------------------              --------------------------------------------
(Date)                                                        (Date)


/s/ Donelson T. Caffery, Jr.
------------------------------------------------
Donelson T. Caffery, Jr.
Director

January 28, 2000
------------------------------------------------
(Date)

</TABLE>

<PAGE>



                                INDEX TO EXHIBITS

   Exhibit               Description
   -------               -----------

     4.1       Teche Holding Company
               Stock Option Agreement with Scott Sutton

     4.2       Teche Federal Savings Bank Restricted Stock Agreement with
               Scott Sutton

     4.3       Form of Tax Notice under the Teche Holding Company Stock
               Option Agreement with Scott Sutton

     4.4       Form of Tax Notice under the Teche Federal Savings Bank
               Restricted Stock Agreement with Scott Sutton

     5.1       Opinion of Malizia Spidi & Fisch, PC as to the validity of the
               Common Stock being registered

    23.1       Consent of Malizia Spidi & Fisch, PC (appears in their opinion
               filed as Exhibit 5.1)

    23.2       Consent of Deloitte & Touche LLP

     24        Reference is made to the Signatures  section of this
               Registration Statement for the Power of Attorney contained
               therein
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21691}]
{"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": "333-95583", "film-number": "515900"}, "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 January 28, 2000.
                                                     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
                      ------------------------------------
                    (Address of principal executive offices)

         Teche Holding Company Stock Option Agreement with Scott Sutton
     Teche Federal Savings Bank Restricted Stock Agreement with Scott Sutton
     -----------------------------------------------------------------------

                            (Full Title of the Plans)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                               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 Maximum        Proposed Maximum            Amount of
Securities to               Amount to be           Offering           Aggregate Offering         Registration
be Registered              Registered (1)       Price Per Share           Price (2)                 Fee (2)
-------------              --------------       ---------------      -------------------    ------------------------
Common Stock
$0.01 par value
per share                  36,682 shares              (2)                  $582,344                 $153.74
======================== =================== ====================== ======================= ========================
(1)      The maximum number of shares of common stock issuable upon awards to be
         granted under the Teche Holding  Company  Stock Option  Agreement  with
         Scott  Sutton  consists  of 30,682  shares and under the Teche  Federal
         Savings Bank  Restricted  Stock Agreement with Scott Sutton (the "RSA")
         consists  of  6,000  shares  which  are  being  registered  under  this
         Registration  Statement and for which a registration fee is being paid.
         Additionally, an indeterminate number of additional shares which may be
         offered and issued to prevent  dilution  resulting  from stock  splits,
         dividends or similar transactions.
(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.  An aggregate of 36,682  shares are being  registered
         hereby,  of which 30,682 shares are under option at a weighted  average
         exercise  price of $16.34 per share  ($501,344 in the  aggregate).  The
         remainder  of such shares  (6,000  shares)  awarded  under the RSA, are
         being  registered  based upon the  average of the high and low  selling
         prices  of the  Common  Stock  of the  Registrant  as  reported  on the
         American  Stock  Exchange  on  January  24,  2000,  of $13.50 per share
         ($81,000 in the aggregate), for a total offering of $582,344.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration  of 36,682
shares of Teche Holding  Company (the "Company" or  "Registrant")  common stock,
$.01 par value per share (the  "Common  Stock")  issuable  to Scott  Sutton,  an
employee of the  subsidiary of the  Registrant as  compensation  for services in
accordance  with the Teche  Holding  Company Stock Option  Agreement  with Scott
Sutton,  under which 30,682  shares are issuable and the Teche  Federal  Savings
Bank Restricted Stock Agreement with Scott Sutton,  under which 6,000 shares are
issuable (together, the "Plans").  Documents containing the information required
by Part I of this  Registration  Statement will be sent or given to Scott Sutton
as specified by Rule 428(b)(1). Such documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act") on  February  9, 1995 and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
September 30, 1999, as filed with the Commission;

         (b) The  description  of the  Company's  securities as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
February 9, 1995.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.
------

         Not Applicable

                                       2
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 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;

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

                  (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;

                  (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 no apply if the
Registration Statement is on Form S-3, Form S-8, 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
1934 Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the 1933 Act,  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 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) 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 1934 Act; 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 1933
Act 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 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer, or controlling person in connection with the securities
being registered,  the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public  policy  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.

                                       4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Franklin in the State of Louisiana, as of January 28,
2000.

                                   Teche Holding Company

                                   By:     /s/ Patrick O. Little
                                           -------------------------------------
                                           Patrick O. Little
                                           President and Chief Executive Officer
                                           (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 as our 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 indicated as of the date indicated.
/s/ Patrick O. Little                                         /s/ J.L Chauvin
------------------------------------------------              --------------------------------------------
Patrick O. Little                                             J.L. Chauvin
President, Chief Executive Officer, and Director              Vice President and Treasurer
(Principal Executive Officer)                                 (Principal Financial and Accounting Officer)

January 28, 2000                                              January 28, 2000
------------------------------------------------              --------------------------------------------
(Date)                                                        (Date)

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

January 28, 2000                                              January 28, 2000
------------------------------------------------              --------------------------------------------
(Date)                                                        (Date)
/s/ Mary Coon Biggs                                           /s/ Christian L. Olivier, Jr.
------------------------------------------------              --------------------------------------------
Mary Coon Biggs                                               Christian L. Olivier, Jr.
Director                                                      Director

January 28, 2000                                              January 28, 2000
------------------------------------------------              --------------------------------------------
(Date)                                                        (Date)

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

January 28, 2000                                              January 28, 2000
------------------------------------------------              --------------------------------------------
(Date)                                                        (Date)

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

January 28, 2000                                                                                    , 2000
------------------------------------------------              --------------------------------------------
(Date)                                                        (Date)

/s/ Donelson T. Caffery, Jr.
------------------------------------------------
Donelson T. Caffery, Jr.
Director

January 28, 2000
------------------------------------------------
(Date)
INDEX TO EXHIBITS

   Exhibit               Description
   -------               -----------

     4.1       Teche Holding Company
               Stock Option Agreement with Scott Sutton

     4.2       Teche Federal Savings Bank Restricted Stock Agreement with
               Scott Sutton

     4.3       Form of Tax Notice under the Teche Holding Company Stock
               Option Agreement with Scott Sutton

     4.4       Form of Tax Notice under the Teche Federal Savings Bank
               Restricted Stock Agreement with Scott Sutton

     5.1       Opinion of Malizia Spidi & Fisch, PC as to the validity of the
               Common Stock being registered

    23.1       Consent of Malizia Spidi & Fisch, PC (appears in their opinion
               filed as Exhibit 5.1)

    23.2       Consent of Deloitte & Touche LLP

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