As filed with the Securities and Exchange Commission on May 1, 2002.

                                                      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 2001 Stock-Based Incentive Plan
              -----------------------------------------------------
                            (Full Title of the Plan)

                               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
      ---------------------------------------------------------------------
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>


Title of                             Proposed Maximum     Proposed Maximum
Securities to       Amount to be         Offering        Aggregate Offering    Amount of Registration
be Registered      Registered (1)   Price Per Share(2)        Price (2)              Fee (2)
-------------      --------------   ------------------        ---------              --------
<S>              <C>                    <C>                <C>                      <C>
Common Stock
$0.01 par value
per share          34,911 shares          $18.50               $645,854                $59.42

Common Stock
$0.01 par value
per share          215,089 shares         $25.13             $5,405,187               $497.28

</TABLE>

================================================================================

(1)  The maximum  number of shares of Common  Stock  issuable  upon awards to be
     granted under the Teche Holding  Company 2001  Stock-Based  Incentive  Plan
     (the "Plan")  consists of 250,000 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 250,000 shares are being registered  hereby, of
     which 34,911 shares are under option at a weighted  average  exercise price
     of $18.50 per share  ($645,854  in the  aggregate).  The  remainder of such
     shares  215,089  shares  consisting of 37,500 shares of  performance  stock
     awards and 177,589  unallocated  stock options,  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 April 26,
     2002,  of  $25.13  per share  ($5,405,187  in the  aggregate),  for a total
     offering of $6,051,041.

     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 250,000 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 2001 Stock-Based  Incentive Plan under
which  250,000  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, 2001;

     (b) The  Company's  Quarterly  Report  on Form 10-Q for the  quarter  ended
December 31, 2001; and

     (c)  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 $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.

     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 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.

     (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 April 30,
2002.

                                       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,    Vice President, Treasurer, and Director
and Director                           (Principal Financial and Accounting
(Principal Executive Officer)          Officer)

April 30, 2002                         April 30, 2002
-----------------------------------    -----------------------------------------
(Date)                                 (Date)


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

April 30, 2002                         April 30, 2002
-----------------------------------    -----------------------------------------
(Date)                                 (Date)


<PAGE>



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

April 30, 2002                         April 30, 2002
-----------------------------------    -----------------------------------------
(Date)                                 (Date)


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

April 30, 2002                         April 30, 2002
-----------------------------------    -----------------------------------------
(Date)                                 (Date)


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

April 30, 2002                         April 30, 2002
-----------------------------------    -----------------------------------------
(Date)                                 (Date)


/s/Robert Judice, Jr.
-----------------------------------
Robert Judice, Jr.
Director

April 30, 2002
-----------------------------------
(Date)

<PAGE>

                                INDEX TO EXHIBITS




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

  4.1           Teche Holding Company 2001 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_050202-0123.txt", "description": "S-8", "secsgml_size_bytes": 20426}]
{"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": "333-87354", "film-number": "02629983"}, "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 May 1, 2002.

                                                      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 2001 Stock-Based Incentive Plan
              -----------------------------------------------------
                            (Full Title of the Plan)

                               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
      ---------------------------------------------------------------------
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
Title of                             Proposed Maximum     Proposed Maximum
Securities to       Amount to be         Offering        Aggregate Offering    Amount of Registration
be Registered      Registered (1)   Price Per Share(2)        Price (2)              Fee (2)
-------------      --------------   ------------------        ---------              --------
Common Stock
$0.01 par value
per share          34,911 shares          $18.50               $645,854                $59.42

Common Stock
$0.01 par value
per share          215,089 shares         $25.13             $5,405,187               $497.28
================================================================================

(1)  The maximum  number of shares of Common  Stock  issuable  upon awards to be
     granted under the Teche Holding  Company 2001  Stock-Based  Incentive  Plan
     (the "Plan")  consists of 250,000 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 250,000 shares are being registered  hereby, of
     which 34,911 shares are under option at a weighted  average  exercise price
     of $18.50 per share  ($645,854  in the  aggregate).  The  remainder of such
     shares  215,089  shares  consisting of 37,500 shares of  performance  stock
     awards and 177,589  unallocated  stock options,  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 April 26,
     2002,  of  $25.13  per share  ($5,405,187  in the  aggregate),  for a total
     offering of $6,051,041.

     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 250,000 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 2001 Stock-Based  Incentive Plan under
which  250,000  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, 2001;

     (b) The  Company's  Quarterly  Report  on Form 10-Q for the  quarter  ended
December 31, 2001; and

     (c)  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 $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.

     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 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.

     (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 April 30,
2002.

                                       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,    Vice President, Treasurer, and Director
and Director                           (Principal Financial and Accounting
(Principal Executive Officer)          Officer)

April 30, 2002                         April 30, 2002
-----------------------------------    -----------------------------------------
(Date)                                 (Date)

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

April 30, 2002                         April 30, 2002
-----------------------------------    -----------------------------------------
(Date)                                 (Date)
/s/Mary Coon Biggs                     /s/Christian L. Olivier, Jr.
-----------------------------------    -----------------------------------------
Mary Coon Biggs                        Christian L. Olivier, Jr.
Director                               Director

April 30, 2002                         April 30, 2002
-----------------------------------    -----------------------------------------
(Date)                                 (Date)

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

April 30, 2002                         April 30, 2002
-----------------------------------    -----------------------------------------
(Date)                                 (Date)

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

April 30, 2002                         April 30, 2002
-----------------------------------    -----------------------------------------
(Date)                                 (Date)

/s/Robert Judice, Jr.
-----------------------------------
Robert Judice, Jr.
Director

April 30, 2002
-----------------------------------
(Date)
INDEX TO EXHIBITS

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

  4.1           Teche Holding Company 2001 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