As filed with the Securities and Exchange Commission on May 25, 2005
                                                      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.)

                        1120 Jefferson Terrace Boulevard
                           New Iberia, Louisiana 70560
              -----------------------------------------------------
                    (Address of principal executive offices)

              Teche Holding Company 2004 Stock-Based Incentive Plan
              -----------------------------------------------------
                            (Full Title of the Plan)

                                  J.L. Chauvin
                Senior Vice President and Chief Financial Officer
                        1120 Jefferson Terrace Boulevard
                           New Iberia, Louisiana 70560
                                  337-560-7153
              -----------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                   1100 New York Avenue, N.W., Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
              -----------------------------------------------------
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=============================================================================================
<S>              <C>                     <C>                 <C>                <C>
Title of                              Proposed Maximum     Proposed Maximum      Amount of
Securities to       Amount to be          Offering        Aggregate Offering   Registration
be Registered      Registered (1)    Price Per Share(2)        Price (2)          Fee (2)
-------------      --------------    ------------------        ---------          -------
Common Stock
$0.01 par value
per share          200,000 shares          $36.15              $7,230,000         $850.97
=============================================================================================
</TABLE>

(1)  The maximum  number of shares of Common  Stock  issuable  upon awards to be
     granted under the Teche Holding  Company 2004  Stock-Based  Incentive  Plan
     (the "Plan")  consists of 200,000 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)  The 200,000 shares 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 May 24,  2005,  of $36.15 per share for a
     total offering of $7,230,000.

         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 200,000
shares of Teche Holding  Company (the "Company" or  "Registrant")  common stock,
$.01 par value per share (the "Common  Stock")  issuable to employees,  officers
and directors of the Registrant or its subsidiary as  compensation  for services
in accordance  with the Teche Holding  Company 2004  Stock-Based  Incentive Plan
under which 200,000 shares are issuable (the "Plan").  Documents  containing the
information  required by Part I of this  Registration  Statement will be sent or
given to participants in the Plan 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, 2004;

         (b)      Form 8-K filed on January 28, 2005;

         (c)      Form 8-K filed on April 21, 2005;

         (d)      Form 8-K filed on May 24, 2005;

         (e)      The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended December 31, 2004;

                                        2

<PAGE>

         (f)      The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended March 31, 2005; and

         (g)      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

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 Zurich Insurance  Company with a $5.0 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.

                                        3

<PAGE>

         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 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 not 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.

                                        4

<PAGE>

         (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.

                                        5

<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 New Iberia in the State of Louisiana,  as of May 23,
2005.

                                    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        Director, Vice President and Treasurer
  and Chairman of the Board               (Principal Financial Officer)
(Principal Executive Officer)


Date : May 23, 2005                       Date: May 23, 2005
----------------------------------        --------------------------------------

<PAGE>

/s/ Robert Earl Mouton                    /s/ Donelson T. Caffery, Jr.
----------------------------------        --------------------------------------
Robert Earl Mouton                        Donelson T. Caffery, Jr.
Director                                  Director

Date : May 23, 2005                       Date: May 23, 2005
----------------------------------        --------------------------------------


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

Date : May 23, 2005                       Date: May 23, 2005
----------------------------------        --------------------------------------


/s/ W. Ross Little, Jr.                   /s/ Henry L. Friedman
----------------------------------        --------------------------------------
W. Ross Little, Jr.                       Henry L. Friedman
Director and Secretary                    Director

Date : May 23, 2005                       Date: May 23, 2005
----------------------------------        --------------------------------------


/s/ Thomas F. Kramer, MD                  /s/ Robert Judice, Jr.
----------------------------------        --------------------------------------
Thomas F. Kramer, M.D.                    Robert Judice, Jr.
Director                                  Director

Date : May 23, 2005                       Date: May 23, 2005
----------------------------------        --------------------------------------

<PAGE>

                                INDEX TO EXHIBITS




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

     4.1        Teche Holding Company 2004 Stock-Based Incentive Plan

     4.2        Form of Stock  Option  Agreement  to be entered  into with
                respect to Incentive Stock Options under the Stock Option Plan

     4.3        Form of Stock  Option  Agreement  to be entered  into with
                respect to Non-Incentive  Stock  Options  under the Stock Option
                Plan

     4.4        Form of Stock Award Agreement

     4.5        Form of Stock Award Tax Notice

     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", "filename": "s8_052505-0123.txt", "description": "FORM", "secsgml_size_bytes": 20242}]
{"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": "333-125218", "film-number": "05856383"}, "business-address": {"street1": "211 WILLOW ST", "city": "FRANKLIN", "state": "LA", "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 May 25, 2005
                                                      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.)

                        1120 Jefferson Terrace Boulevard
                           New Iberia, Louisiana 70560
              -----------------------------------------------------
                    (Address of principal executive offices)

              Teche Holding Company 2004 Stock-Based Incentive Plan
              -----------------------------------------------------
                            (Full Title of the Plan)

                                  J.L. Chauvin
                Senior Vice President and Chief Financial Officer
                        1120 Jefferson Terrace Boulevard
                           New Iberia, Louisiana 70560
                                  337-560-7153
              -----------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                   1100 New York Avenue, N.W., Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
              -----------------------------------------------------
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(2)        Price (2)          Fee (2)
-------------      --------------    ------------------        ---------          -------
Common Stock
$0.01 par value
per share          200,000 shares          $36.15              $7,230,000         $850.97
=============================================================================================
(1)  The maximum  number of shares of Common  Stock  issuable  upon awards to be
     granted under the Teche Holding  Company 2004  Stock-Based  Incentive  Plan
     (the "Plan")  consists of 200,000 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)  The 200,000 shares 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 May 24,  2005,  of $36.15 per share for a
     total offering of $7,230,000.

         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 200,000
shares of Teche Holding  Company (the "Company" or  "Registrant")  common stock,
$.01 par value per share (the "Common  Stock")  issuable to employees,  officers
and directors of the Registrant or its subsidiary as  compensation  for services
in accordance  with the Teche Holding  Company 2004  Stock-Based  Incentive Plan
under which 200,000 shares are issuable (the "Plan").  Documents  containing the
information  required by Part I of this  Registration  Statement will be sent or
given to participants in the Plan 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, 2004;

         (b)      Form 8-K filed on January 28, 2005;

         (c)      Form 8-K filed on April 21, 2005;

         (d)      Form 8-K filed on May 24, 2005;

         (e)      The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended December 31, 2004;

                                        2
(f)      The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended March 31, 2005; and

         (g)      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

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 Zurich Insurance  Company with a $5.0 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.

                                        3
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 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 not 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.

                                        4
(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.

                                        5
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 New Iberia in the State of Louisiana,  as of May 23,
2005.

                                    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        Director, Vice President and Treasurer
  and Chairman of the Board               (Principal Financial Officer)
(Principal Executive Officer)

Date : May 23, 2005                       Date: May 23, 2005
----------------------------------        --------------------------------------
/s/ Robert Earl Mouton                    /s/ Donelson T. Caffery, Jr.
----------------------------------        --------------------------------------
Robert Earl Mouton                        Donelson T. Caffery, Jr.
Director                                  Director

Date : May 23, 2005                       Date: May 23, 2005
----------------------------------        --------------------------------------

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

Date : May 23, 2005                       Date: May 23, 2005
----------------------------------        --------------------------------------

/s/ W. Ross Little, Jr.                   /s/ Henry L. Friedman
----------------------------------        --------------------------------------
W. Ross Little, Jr.                       Henry L. Friedman
Director and Secretary                    Director

Date : May 23, 2005                       Date: May 23, 2005
----------------------------------        --------------------------------------

/s/ Thomas F. Kramer, MD                  /s/ Robert Judice, Jr.
----------------------------------        --------------------------------------
Thomas F. Kramer, M.D.                    Robert Judice, Jr.
Director                                  Director

Date : May 23, 2005                       Date: May 23, 2005
----------------------------------        --------------------------------------
INDEX TO EXHIBITS

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

     4.1        Teche Holding Company 2004 Stock-Based Incentive Plan

     4.2        Form of Stock  Option  Agreement  to be entered  into with
                respect to Incentive Stock Options under the Stock Option Plan

     4.3        Form of Stock  Option  Agreement  to be entered  into with
                respect to Non-Incentive  Stock  Options  under the Stock Option
                Plan

     4.4        Form of Stock Award Agreement

     4.5        Form of Stock Award Tax Notice

     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