As filed with the Securities and Exchange Commission on April   , 2002

                                                      Registration No. 333-
================================================================================
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                           WHITNEY HOLDING CORPORATION

             (Exact Name of Registrant as Specified in Its Charter)

           Louisiana                                          72-6017893
  (State or Other Jurisdiction                              (I.R.S. Employer
of Incorporation or Organization)                          Identification No.)

         228 St. Charles Avenue                                  70130
         New Orleans, Louisiana                                (Zip Code)
(Address of Principal Executive Offices)


                           WHITNEY HOLDING CORPORATION
                          1997 LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)



                          Joseph S. Schwertz, Jr., Esq.
                               Corporate Secretary
                           Whitney Holding Corporation
                         228 St. Charles Ave., Room 626
                              New Orleans, LA 70130
                     (Name and Address of Agent for Service)

                                 (504) 586-3474
          (Telephone Number, Including Area Code, of Agent For Service)
<TABLE>
<CAPTION>
                                             CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                       Proposed          Proposed
                                                                        Maximum           Maximum
             Title of Securities                     Amount            Offering          Aggregate
---------------------------------------------        To Be             Price Per         Offering           Amount of
              To Be Registered                   Registered(1)         Share(2)          Price(2)        Registration Fee
---------------------------------------------- ------------------- ------------------ ---------------- ---------------------
<S>                                             <C>                     <C>             <C>                 <C>
Common Stock, no par value                      2,030,000 shares        $34.58          $70,197,400         $6,458.16
====================================================================================================================================
<FN>
(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     common stock which become issuable under the 1997 Long-Term  Incentive Plan
     in the  event of a stock  split,  stock  dividend  or  similar  transaction
     involving  the common  stock of Whitney  Holding  Corporation,  in order to
     prevent  dilution,  pursuant to Rule 416 of the  Securities Act of 1933, as
     amended (the "Securities Act").

(2)  Estimated solely for purposes of calculating the amount of the registration
     fee,  pursuant to Rule 457(c) and (h) of the  Securities Act and based upon
     the  average  of the high  and low  sales  prices  reported  on the  Nasdaq
     National Market on April 22, 2002.
</FN>
</TABLE>


<PAGE>
                      STATEMENT UNDER GENERAL INSTRUCTION E
                      REGISTRATION OF ADDITIONAL SECURITIES

         This Registration  Statement on Form S-8 registers 2,030,000 additional
shares of Whitney Holding Corporation (the "Company") no par value voting common
stock ("Common  Stock")  issuable  under the Company's 1997 Long-Term  Incentive
Plan (the "Plan").  Accordingly,  pursuant to General Instruction E to Form S-8,
the contents of the Company's  Registration  Statement on Form S-8 (Registration
No. 333-30257) are hereby  incorporated by reference except as otherwise updated
or modified by this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The following  documents  filed by the Company with the  Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated in this  registration
statement by reference:

         (1) The  Company's  Annual  Report  on Form  10-K  for the  year  ended
December 31, 2001, filed with the Commission on March 18, 2002;

         (2) The Company's Current Reports on Form 8-K filed with the Commission
on January 17, 2002, February 27, 2002 and April 18, 2002; and

         (3)  The  description  of the  Company's  common  stock,  no par  value
contained in the Company's  Current Report on Form 8-K filed with the Commission
on January 19, 1996.

         In addition,  all documents  subsequently filed by the Company with the
Commission  pursuant to Sections  13(a),  13(c), 14 or 15(d) of the Exchange Act
prior to the filing by the Company of a post-effective amendment which indicates
that all  securities  offered  hereby 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 such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes such statement.  Any such statements so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.           Description of Securities.

         Not Applicable.


                                      II-1
<PAGE>

Item 5.           Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.           Indemnification of Directors and Officers.

         The  Louisiana  Business  Corporation  Law  ("LBCL")  contains  several
provisions  that  directly  affect the  liability of officers  and  directors of
Louisiana  corporations to the corporations  and  shareholders  that they serve.
Section 83 permits Louisiana  corporations to indemnify  officers and directors,
as well as certain  other  individuals  who act on behalf of such  corporations.
Sections  91 and 92 set  forth  the  liability  of  officers  and  directors  of
Louisiana corporations.

         Section  91 of  the  LBCL  provides  that  officers  and  directors  of
Louisiana  corporations  are fiduciaries with respect to the corporation and its
shareholders  and requires that they discharge the duties of their  positions as
such in good  faith and with the  diligence,  care,  judgment  and  skill  which
ordinary  prudent  men  would  exercise  under  similar  circumstances  in  like
positions;  however, Section 91 specifically provides that a director or officer
shall not be held personally  liable to the corporation or its  shareholders for
monetary  damages  unless the director or officer  acted in a grossly  negligent
manner or engaged in conduct  demonstrating  a greater  disregard of the duty of
care than gross negligence.  Gross negligence is defined as a reckless disregard
of or  carelessness  amounting  to  indifference  to the best  interests  of the
corporation  or the  shareholders.  Section 91 also  provides that a director or
officer who makes a business  decision in good faith satisfies the required duty
of care if he or she does not have a conflict  of interest  with  respect to the
matter, is informed about the matter to the extent he or she reasonably believes
to be appropriate  under the  circumstances  and rationally  believes his or her
judgment  is in the best  interests  of the  corporation  and its  shareholders.
Section 91 also  specifically  provides that it is not intended to derogate from
any indemnification permitted under Section 83 (which is discussed below).

         Section 92 of the LBCL limits the  liability of officers and  directors
with  respect to certain  matters,  as well as imposes  personal  liability  for
certain  actions,  such as the knowing  issuance of shares in  violation  of the
LBCL.  Paragraph E of Section 92 permits a director,  in the  performance of his
duties,  to be fully  protected  from  liability in relying in good faith on the
records  of the  corporation  and upon such  information,  opinions,  reports or
statements  presented  to  the  corporation,  the  board  of  directors,  or any
committee of the board by any of the corporation's officers or employees,  or by
any committee of the board of directors, or by any counsel, appraiser,  engineer
or independent or certified public  accountant  selected with reasonable care by
the board of  directors  or any  committee  thereof  or any  officer  having the
authority  to make such a  selection  or by any other  person as to matters  the
directors  reasonably  believe are within such other  person's  professional  or
expert competence and which person is selected with reasonable care by the board
of directors or any  committee  thereof or any officer  having the  authority to
make such selection.

         Section 83 of the LBCL permits a Louisiana corporation to indemnify any
person who is or was a party or is  threatened to be made a party to any action,
suit or proceeding by reason of the fact that he or she was a director, officer,
employee  or agent of the  corporation,  or was

                                      II-2
<PAGE>

serving at the request of the corporation in one of those capacities for another
business. Such persons may be indemnified against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred  by such  persons  in  connection  with any such  action as long as the
indemnified  party  acted in good  faith  and in a manner  he or she  reasonably
believed  to be in, or not opposed to, the best  interests  of the  corporation.
With respect to criminal actions or proceedings, the indemnified person must not
only have acted in good faith and in a manner  believed  to be in or not opposed
to the best interests of the  corporation,  but he or she must also not have had
any reasonable cause to believe that his or her conduct was unlawful.

         The  LBCL  treats  suits  by or in the  right  of the  corporation,  or
derivative  suits,   differently  from  other  legal  actions.  In  such  suits,
indemnification  is limited to expenses  (including  attorneys' fees and amounts
paid in  settlement)  not  exceeding (in the judgment of the board of directors)
the  estimated  expense of  litigating  the action to  conclusion  actually  and
reasonably  incurred in connection with the defense or settlement of the action.
Further, no indemnification is permitted in a derivative action for any expenses
if the individual  seeking  indemnification  is adjudged by a court of competent
jurisdiction  to  be  liable  for  willful  or  intentional  misconduct  in  the
performance of his or her duty to the corporation unless specifically ordered by
the court.

         Indemnification  of  officers  and  directors  may  only be made by the
corporation  (unless ordered by the court) if the  corporation has  specifically
authorized  indemnification  after  determining that the applicable  standard of
conduct  has  been  met.  This  determination  may be made  (i) by the  board of
directors by a majority  vote of a quorum  consisting  of directors who were not
parties  to such  action,  suit or  proceeding,  or (ii) if such a quorum is not
obtainable and a quorum of  disinterested  directors so directs,  by independent
legal counsel, or (iii) by the shareholders.

         Indemnification of officers and directors against  reasonable  expenses
is mandatory  under Section 83 of the LBCL to the extent the officer or director
is  successful  on the merits or  otherwise in the defense of any action or suit
against  him or  her  giving  rise  to a  claim  of  indemnification.  Louisiana
corporations  are  permitted  to advance  the costs of defense to  officers  and
directors with respect to claims for which they may be indemnified under Section
83 of the LBCL. In order to advance such costs,  however, such procedure must be
approved by the board of directors.  In addition, a corporation may only advance
defense costs if it has received an  undertaking  by or on behalf of the officer
or director to repay the amounts advanced if it is ultimately determined that he
or she is not entitled to be indemnified as otherwise authorized by Section 83.

         The indemnification provisions of the LBCL are not exclusive;  however,
no corporation may indemnify any person for willful or intentional misconduct. A
corporation has the power to obtain and maintain insurance,  or to create a form
of  self-insurance  on  behalf  of  any  person  who is or was  acting  for  the
corporation,  regardless of whether the  corporation  has the legal authority to
indemnify the insured person against such liability.

         The  Composite  Charter  and  By-Laws  of Whitney  Holding  Corporation
provide for  indemnification  for directors,  officers,  employees and agents or
former directors,  officers,

                                      II-3
<PAGE>

employees and agents of Whitney Holding Corporation generally to the full extent
permitted by Louisiana law.

Item 7.           Exemption from Registration Claimed.

         Not Applicable.

Item 8.           Exhibits.

         4.1      The Company's Composite Charter,  filed with the Commission on
                  November 13, 2000, as Exhibit 3.1 to Form 10-Q for the quarter
                  ended September 30, 2000 (Commission  file number 0-1026),  is
                  hereby incorporated by this reference.

         4.2      The Company's  By-Laws,  filed with the Commission on November
                  13,  2000,  as Exhibit 3.2 to Form 10-Q for the quarter  ended
                  September 30, 2000 (Commission file number 0-1026), are hereby
                  incorporated by this reference.

         4.3      Whitney  Holding  Corporation  1997 Long-Term  Incentive Plan,
                  filed with the  Commission on March 18, 1997, as a proposal in
                  the Company's  proxy  statement,  Exhibit A  (Commission  file
                  number 0-1026), is hereby incorporated by this reference.

         5        Opinion of Phelps Dunbar LLP

         23.1     Consent of Arthur Andersen LLP

         23.2     Consent of Phelps Dunbar LLP (included in Exhibit 5)

         24       Power of Attorney (included on the signature pages)

Item 9.           Undertakings.

         Not Applicable.


                                      II-4
<PAGE>
                                   SIGNATURES

The Registrant.

         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 Orleans, State of Louisiana, on this 24th day of
April, 2002.

                                                 WHITNEY HOLDING CORPORATION

                                           By:/s/ William L. Marks
                                              ----------------------------------
                                              William L. Marks
                                              Chairman of the Board and
                                              Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears immediately below constitutes and appoints R. King Milling and Thomas L.
Callicutt,  Jr.,  and  each or any one of them,  as his or her  true and  lawful
attorneys-in-fact  and agents,  with full power of substitution,  for him or her
and in his or her name, place and stead, in any and all capacities,  to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file  the same  with  all  exhibits  thereto,  and all  other
documents in connection therewith and all instruments necessary,  appropriate or
advisable to enable the Company to comply with the  Securities  Act of 1933,  as
amended,  and other federal and state  securities  laws, in connection  with the
Whitney Holding  Corporation 1997 Long-Term Incentive Plan, and to file any such
documents or instruments with the Securities and Exchange Commission,  and to do
and perform each and every act and thing  requisite and necessary to be done, as
fully and for all intents and purposes as he or she might or could do in person,
hereby  ratifying and confirming all that said  attorneys-in-fact  and agents or
any of them or their  substitutes  may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
             Signature                                 Title                                        Date
             ---------                                 -----                                        ----
<S>                                           <C>                                              <C>
/s/ William L. Marks                          Chairman of the Board and                        April 24, 2002
------------------------------------                                                        -----------------------
William L. Marks                               Chief Executive Officer
                                            (principal executive officer)

/s/ R. King Milling                            President and Director                          April 24, 2002
------------------------------------                                                        -----------------------
R. King Milling
</TABLE>

                                      S-1
<PAGE>
<TABLE>
<CAPTION>
             Signature                                 Title                                        Date
             ---------                                 -----                                        ----
<S>                                           <C>                                              <C>
/s/ Thomas L. Callicutt, Jr.                  Executive Vice President                         April 24, 2002
------------------------------------                                                        -----------------------
Thomas L. Callicutt, Jr.                      and Chief Financial Officer
                                     (principal financial and accounting officer)

/s/ Harry J. Blumenthal, Jr.                          Director                                 April 24, 2002
------------------------------------                                                        -----------------------
Harry J. Blumenthal, Jr.

/s/ Joel B. Bullard, Jr.                              Director                                 April 24, 2002
------------------------------------                                                        -----------------------
Joel B. Bullard, Jr.

/s/ James M. Cain                                     Director                                 April 24, 2002
------------------------------------                                                        -----------------------
James M. Cain

/s/ Angus R. Cooper, II                               Director                                 April 24, 2002
------------------------------------                                                        -----------------------
Angus R. Cooper II

/s/ Richard B. Crowell                                Director                                 April 24, 2002
------------------------------------                                                        -----------------------
Richard B. Crowell

/s/ William A. Hines                                  Director                                 April 24, 2002
------------------------------------                                                        -----------------------
William A. Hines

/s/ John J. Kelly                                     Director                                 April 24, 2002
------------------------------------                                                        -----------------------
John J. Kelly

/s/ E. James Kock, Jr.                                Director                                 April 24, 2002
------------------------------------                                                        -----------------------
E. James Kock, Jr.

/s/ Alfred S. Lippman                                 Director                                 April 24, 2002
------------------------------------                                                        -----------------------
Alfred S. Lippman

/s/ Eric J. Nickelsen                                 Director                                 April 24, 2002
------------------------------------                                                        -----------------------
Eric J. Nickelsen

                                                      Director
------------------------------------                                                        -----------------------
John G. Phillips

/s/ Carroll W. Suggs                                  Director                                 April 24, 2002
------------------------------------                                                        -----------------------
Carroll W. Suggs
</TABLE>

                                      S-2

<PAGE>
                                  EXHIBIT INDEX

         Exhibit
         Number            Document Description

         4.1               The  Company's  Composite  Charter,  filed  with  the
                           Commission  on November 13,  2000,  as Exhibit 3.1 to
                           Form 10-Q for the quarter  ended  September  30, 2000
                           (Commission   file   number   0-1026),    is   hereby
                           incorporated by this reference.

         4.2               The Company's  By-Laws,  filed with the Commission on
                           November  13,  2000,  as Exhibit 3.2 to Form 10-Q for
                           the quarter ended September 30, 2000 (Commission file
                           number  0-1026),  are  hereby  incorporated  by  this
                           reference.

         4.3               Whitney Holding Corporation 1997  Long-Term Incentive
                           Plan, filed with the Commission on March 18, 1997, as
                           a proposal in the Company's proxy statement,  Exhibit
                           A  (Commission  file  number  0-1026),  is     hereby
                           incorporated by this reference.

         5                 Opinion of Phelps Dunbar LLP

         23.1              Consent of Arthur Andersen LLP

         23.2              Consent of Phelps Dunbar LLP (included in Exhibit 5)

         24                Power of Attorney (included on the signature pages)







                                      S-3


<PAGE>



                                                             Exhibits 5 and 23.2



                                 April 24, 2002

Whitney Holding Corporation
228 St. Charles Avenue
New Orleans, Louisiana 70130

                  Re:      Whitney Holding Corporation
                           Registration Statement on Form S-8
                           1997 Long-Term Incentive Plan
                           -----------------------------

Ladies and Gentlemen:

         We have acted as counsel to Whitney Holding Corporation (the "Company")
in  connection  with  the  preparation  of  the  above-referenced   Registration
Statement  on Form S-8 filed by the Company  with the  Securities  and  Exchange
Commission (the  "Commission") with respect to the issuance by the Company of an
additional  2,030,000  shares of no par value common stock (the "Common  Stock")
pursuant to the Whitney Holding  Corporation 1997 Long-Term  Incentive Plan (the
"Plan").  In so acting,  we have  examined  and relied upon the  original,  or a
photostatic or certified  copy, of such records of the Company,  certificates of
officers of the Company and of public officials,  and such other documents as we
have deemed relevant and necessary as the basis for the opinion set forth below.

         In such examination,  we have assumed the genuineness of all signatures
appearing  on all  documents,  the legal  capacity of all persons  signing  such
documents,  the authenticity of all documents submitted to us as originals,  the
conformity to original documents of all documents  submitted to us as certified,
conformed or photostatic  copies, the accuracy and completeness of all corporate
records made  available to us by the Company,  and the truth and accuracy of all
facts set forth in all certificates provided to or examined by us.

         Based   upon   the   foregoing   and   subject   to  the   limitations,
qualifications,  exceptions and assumptions set forth herein and representations
made to us by officers  of the  Company,  we are of the opinion  that the Common
Stock has been duly  authorized,  and, when issued pursuant to the Plan, will be
legally issued, fully paid and non-assessable.



99270508-1
<PAGE>
Whitney Holding Corporation
April 23, 2002
Page 2


         The  foregoing  opinions  are  limited  to the  laws  of the  State  of
Louisiana  and the federal laws of the United  States of America.  We express no
opinion as to matters governed by the laws of any other state.  Furthermore,  no
opinion is  expressed  herein as to the effect of any future acts of the parties
or changes in existing law. We undertake no  responsibility to advise you of any
changes  after the date hereof in the law or the facts  presently in effect that
would alter the scope or substance of the opinions herein expressed.

         This letter  expresses our legal  opinion as to the  foregoing  matters
based on our  professional  judgment  at this time;  it is not,  however,  to be
construed  as a guaranty,  nor is it a warranty  that a court  considering  such
matters would not rule in a manner contrary to the opinion set forth above.

         We  consent  to  the  filing  of  this  opinion  as an  exhibit  to the
Registration  Statement and to the reference to us in the  prospectus  under the
caption  "Legal  Matters." In giving this  consent,  we do not admit that we are
within the category of persons whose consent is required  under Section 7 of the
Securities Act of 1933, as amended, and the General Rules and Regulations of the
Commission thereunder.

                                                    Very truly yours,

                                                    PHELPS DUNBAR LLP


                                                    /s/ Phelps Dunbar LLP


99270508-1


<PAGE>

                                                                    Exhibit 23.1



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this registration statement on Form S-8 of our report dated January
16, 2002 included in Whitney Holding  Corporation's Form 10-K for the year ended
December 31, 2001.

                                                      /s/Arthur Andersen LLP

New Orleans, Louisiana
April 25, 2002
[{"type": "S-8", "sequence": "1", "filename": "forms842502.txt", "description": "1997 LONG TERM INCENTIVE PROGRAM", "secsgml_size_bytes": 28602}]
{"company-data": {"conformed-name": "WHITNEY HOLDING CORP", "cik": "0000106926", "assigned-sic": "6021", "irs-number": "726017893", "state-of-incorporation": "LA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87050", "film-number": "02622810"}, "business-address": {"street1": "228 ST CHARLES AVE", "city": "NEW ORLEANS", "state": "LA", "zip": "70130", "phone": "5045867570"}, "mail-address": {"street1": "228 ST CHARLES AVE", "city": "NEW ORLEANS", "state": "LA", "zip": "70130"}}
As filed with the Securities and Exchange Commission on April   , 2002

                                                      Registration No. 333-
================================================================================
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           WHITNEY HOLDING CORPORATION

             (Exact Name of Registrant as Specified in Its Charter)

           Louisiana                                          72-6017893
  (State or Other Jurisdiction                              (I.R.S. Employer
of Incorporation or Organization)                          Identification No.)

         228 St. Charles Avenue                                  70130
         New Orleans, Louisiana                                (Zip Code)
(Address of Principal Executive Offices)

                           WHITNEY HOLDING CORPORATION
                          1997 LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)

                          Joseph S. Schwertz, Jr., Esq.
                               Corporate Secretary
                           Whitney Holding Corporation
                         228 St. Charles Ave., Room 626
                              New Orleans, LA 70130
                     (Name and Address of Agent for Service)

                                 (504) 586-3474
          (Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                       Proposed          Proposed
                                                                        Maximum           Maximum
             Title of Securities                     Amount            Offering          Aggregate
---------------------------------------------        To Be             Price Per         Offering           Amount of
              To Be Registered                   Registered(1)         Share(2)          Price(2)        Registration Fee
---------------------------------------------- ------------------- ------------------ ---------------- ---------------------
Common Stock, no par value                      2,030,000 shares        $34.58          $70,197,400         $6,458.16
====================================================================================================================================
(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     common stock which become issuable under the 1997 Long-Term  Incentive Plan
     in the  event of a stock  split,  stock  dividend  or  similar  transaction
     involving  the common  stock of Whitney  Holding  Corporation,  in order to
     prevent  dilution,  pursuant to Rule 416 of the  Securities Act of 1933, as
     amended (the "Securities Act").

(2)  Estimated solely for purposes of calculating the amount of the registration
     fee,  pursuant to Rule 457(c) and (h) of the  Securities Act and based upon
     the  average  of the high  and low  sales  prices  reported  on the  Nasdaq
     National Market on April 22, 2002.
STATEMENT UNDER GENERAL INSTRUCTION E
                      REGISTRATION OF ADDITIONAL SECURITIES

         This Registration  Statement on Form S-8 registers 2,030,000 additional
shares of Whitney Holding Corporation (the "Company") no par value voting common
stock ("Common  Stock")  issuable  under the Company's 1997 Long-Term  Incentive
Plan (the "Plan").  Accordingly,  pursuant to General Instruction E to Form S-8,
the contents of the Company's  Registration  Statement on Form S-8 (Registration
No. 333-30257) are hereby  incorporated by reference except as otherwise updated
or modified by this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The following  documents  filed by the Company with the  Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated in this  registration
statement by reference:

         (1) The  Company's  Annual  Report  on Form  10-K  for the  year  ended
December 31, 2001, filed with the Commission on March 18, 2002;

         (2) The Company's Current Reports on Form 8-K filed with the Commission
on January 17, 2002, February 27, 2002 and April 18, 2002; and

         (3)  The  description  of the  Company's  common  stock,  no par  value
contained in the Company's  Current Report on Form 8-K filed with the Commission
on January 19, 1996.

         In addition,  all documents  subsequently filed by the Company with the
Commission  pursuant to Sections  13(a),  13(c), 14 or 15(d) of the Exchange Act
prior to the filing by the Company of a post-effective amendment which indicates
that all  securities  offered  hereby 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 such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes such statement.  Any such statements so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.           Description of Securities.

         Not Applicable.

                                      II-1
Item 5.           Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.           Indemnification of Directors and Officers.

         The  Louisiana  Business  Corporation  Law  ("LBCL")  contains  several
provisions  that  directly  affect the  liability of officers  and  directors of
Louisiana  corporations to the corporations  and  shareholders  that they serve.
Section 83 permits Louisiana  corporations to indemnify  officers and directors,
as well as certain  other  individuals  who act on behalf of such  corporations.
Sections  91 and 92 set  forth  the  liability  of  officers  and  directors  of
Louisiana corporations.

         Section  91 of  the  LBCL  provides  that  officers  and  directors  of
Louisiana  corporations  are fiduciaries with respect to the corporation and its
shareholders  and requires that they discharge the duties of their  positions as
such in good  faith and with the  diligence,  care,  judgment  and  skill  which
ordinary  prudent  men  would  exercise  under  similar  circumstances  in  like
positions;  however, Section 91 specifically provides that a director or officer
shall not be held personally  liable to the corporation or its  shareholders for
monetary  damages  unless the director or officer  acted in a grossly  negligent
manner or engaged in conduct  demonstrating  a greater  disregard of the duty of
care than gross negligence.  Gross negligence is defined as a reckless disregard
of or  carelessness  amounting  to  indifference  to the best  interests  of the
corporation  or the  shareholders.  Section 91 also  provides that a director or
officer who makes a business  decision in good faith satisfies the required duty
of care if he or she does not have a conflict  of interest  with  respect to the
matter, is informed about the matter to the extent he or she reasonably believes
to be appropriate  under the  circumstances  and rationally  believes his or her
judgment  is in the best  interests  of the  corporation  and its  shareholders.
Section 91 also  specifically  provides that it is not intended to derogate from
any indemnification permitted under Section 83 (which is discussed below).

         Section 92 of the LBCL limits the  liability of officers and  directors
with  respect to certain  matters,  as well as imposes  personal  liability  for
certain  actions,  such as the knowing  issuance of shares in  violation  of the
LBCL.  Paragraph E of Section 92 permits a director,  in the  performance of his
duties,  to be fully  protected  from  liability in relying in good faith on the
records  of the  corporation  and upon such  information,  opinions,  reports or
statements  presented  to  the  corporation,  the  board  of  directors,  or any
committee of the board by any of the corporation's officers or employees,  or by
any committee of the board of directors, or by any counsel, appraiser,  engineer
or independent or certified public  accountant  selected with reasonable care by
the board of  directors  or any  committee  thereof  or any  officer  having the
authority  to make such a  selection  or by any other  person as to matters  the
directors  reasonably  believe are within such other  person's  professional  or
expert competence and which person is selected with reasonable care by the board
of directors or any  committee  thereof or any officer  having the  authority to
make such selection.

         Section 83 of the LBCL permits a Louisiana corporation to indemnify any
person who is or was a party or is  threatened to be made a party to any action,
suit or proceeding by reason of the fact that he or she was a director, officer,
employee  or agent of the  corporation,  or was

                                      II-2
serving at the request of the corporation in one of those capacities for another
business. Such persons may be indemnified against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred  by such  persons  in  connection  with any such  action as long as the
indemnified  party  acted in good  faith  and in a manner  he or she  reasonably
believed  to be in, or not opposed to, the best  interests  of the  corporation.
With respect to criminal actions or proceedings, the indemnified person must not
only have acted in good faith and in a manner  believed  to be in or not opposed
to the best interests of the  corporation,  but he or she must also not have had
any reasonable cause to believe that his or her conduct was unlawful.

         The  LBCL  treats  suits  by or in the  right  of the  corporation,  or
derivative  suits,   differently  from  other  legal  actions.  In  such  suits,
indemnification  is limited to expenses  (including  attorneys' fees and amounts
paid in  settlement)  not  exceeding (in the judgment of the board of directors)
the  estimated  expense of  litigating  the action to  conclusion  actually  and
reasonably  incurred in connection with the defense or settlement of the action.
Further, no indemnification is permitted in a derivative action for any expenses
if the individual  seeking  indemnification  is adjudged by a court of competent
jurisdiction  to  be  liable  for  willful  or  intentional  misconduct  in  the
performance of his or her duty to the corporation unless specifically ordered by
the court.

         Indemnification  of  officers  and  directors  may  only be made by the
corporation  (unless ordered by the court) if the  corporation has  specifically
authorized  indemnification  after  determining that the applicable  standard of
conduct  has  been  met.  This  determination  may be made  (i) by the  board of
directors by a majority  vote of a quorum  consisting  of directors who were not
parties  to such  action,  suit or  proceeding,  or (ii) if such a quorum is not
obtainable and a quorum of  disinterested  directors so directs,  by independent
legal counsel, or (iii) by the shareholders.

         Indemnification of officers and directors against  reasonable  expenses
is mandatory  under Section 83 of the LBCL to the extent the officer or director
is  successful  on the merits or  otherwise in the defense of any action or suit
against  him or  her  giving  rise  to a  claim  of  indemnification.  Louisiana
corporations  are  permitted  to advance  the costs of defense to  officers  and
directors with respect to claims for which they may be indemnified under Section
83 of the LBCL. In order to advance such costs,  however, such procedure must be
approved by the board of directors.  In addition, a corporation may only advance
defense costs if it has received an  undertaking  by or on behalf of the officer
or director to repay the amounts advanced if it is ultimately determined that he
or she is not entitled to be indemnified as otherwise authorized by Section 83.

         The indemnification provisions of the LBCL are not exclusive;  however,
no corporation may indemnify any person for willful or intentional misconduct. A
corporation has the power to obtain and maintain insurance,  or to create a form
of  self-insurance  on  behalf  of  any  person  who is or was  acting  for  the
corporation,  regardless of whether the  corporation  has the legal authority to
indemnify the insured person against such liability.

         The  Composite  Charter  and  By-Laws  of Whitney  Holding  Corporation
provide for  indemnification  for directors,  officers,  employees and agents or
former directors,  officers,

                                      II-3
employees and agents of Whitney Holding Corporation generally to the full extent
permitted by Louisiana law.

Item 7.           Exemption from Registration Claimed.

         Not Applicable.

Item 8.           Exhibits.

         4.1      The Company's Composite Charter,  filed with the Commission on
                  November 13, 2000, as Exhibit 3.1 to Form 10-Q for the quarter
                  ended September 30, 2000 (Commission  file number 0-1026),  is
                  hereby incorporated by this reference.

         4.2      The Company's  By-Laws,  filed with the Commission on November
                  13,  2000,  as Exhibit 3.2 to Form 10-Q for the quarter  ended
                  September 30, 2000 (Commission file number 0-1026), are hereby
                  incorporated by this reference.

         4.3      Whitney  Holding  Corporation  1997 Long-Term  Incentive Plan,
                  filed with the  Commission on March 18, 1997, as a proposal in
                  the Company's  proxy  statement,  Exhibit A  (Commission  file
                  number 0-1026), is hereby incorporated by this reference.

         5        Opinion of Phelps Dunbar LLP

         23.1     Consent of Arthur Andersen LLP

         23.2     Consent of Phelps Dunbar LLP (included in Exhibit 5)

         24       Power of Attorney (included on the signature pages)

Item 9.           Undertakings.

         Not Applicable.

                                      II-4
SIGNATURES

The Registrant.

         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 Orleans, State of Louisiana, on this 24th day of
April, 2002.

                                                 WHITNEY HOLDING CORPORATION

                                           By:/s/ William L. Marks
                                              ----------------------------------
                                              William L. Marks
                                              Chairman of the Board and
                                              Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears immediately below constitutes and appoints R. King Milling and Thomas L.
Callicutt,  Jr.,  and  each or any one of them,  as his or her  true and  lawful
attorneys-in-fact  and agents,  with full power of substitution,  for him or her
and in his or her name, place and stead, in any and all capacities,  to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file  the same  with  all  exhibits  thereto,  and all  other
documents in connection therewith and all instruments necessary,  appropriate or
advisable to enable the Company to comply with the  Securities  Act of 1933,  as
amended,  and other federal and state  securities  laws, in connection  with the
Whitney Holding  Corporation 1997 Long-Term Incentive Plan, and to file any such
documents or instruments with the Securities and Exchange Commission,  and to do
and perform each and every act and thing  requisite and necessary to be done, as
fully and for all intents and purposes as he or she might or could do in person,
hereby  ratifying and confirming all that said  attorneys-in-fact  and agents or
any of them or their  substitutes  may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated:
Signature                                 Title                                        Date
             ---------                                 -----                                        ----
/s/ William L. Marks                          Chairman of the Board and                        April 24, 2002
------------------------------------                                                        -----------------------
William L. Marks                               Chief Executive Officer
                                            (principal executive officer)

/s/ R. King Milling                            President and Director                          April 24, 2002
------------------------------------                                                        -----------------------
R. King Milling
S-1
Signature                                 Title                                        Date
             ---------                                 -----                                        ----
/s/ Thomas L. Callicutt, Jr.                  Executive Vice President                         April 24, 2002
------------------------------------                                                        -----------------------
Thomas L. Callicutt, Jr.                      and Chief Financial Officer
                                     (principal financial and accounting officer)

/s/ Harry J. Blumenthal, Jr.                          Director                                 April 24, 2002
------------------------------------                                                        -----------------------
Harry J. Blumenthal, Jr.

/s/ Joel B. Bullard, Jr.                              Director                                 April 24, 2002
------------------------------------                                                        -----------------------
Joel B. Bullard, Jr.

/s/ James M. Cain                                     Director                                 April 24, 2002
------------------------------------                                                        -----------------------
James M. Cain

/s/ Angus R. Cooper, II                               Director                                 April 24, 2002
------------------------------------                                                        -----------------------
Angus R. Cooper II

/s/ Richard B. Crowell                                Director                                 April 24, 2002
------------------------------------                                                        -----------------------
Richard B. Crowell

/s/ William A. Hines                                  Director                                 April 24, 2002
------------------------------------                                                        -----------------------
William A. Hines

/s/ John J. Kelly                                     Director                                 April 24, 2002
------------------------------------                                                        -----------------------
John J. Kelly

/s/ E. James Kock, Jr.                                Director                                 April 24, 2002
------------------------------------                                                        -----------------------
E. James Kock, Jr.

/s/ Alfred S. Lippman                                 Director                                 April 24, 2002
------------------------------------                                                        -----------------------
Alfred S. Lippman

/s/ Eric J. Nickelsen                                 Director                                 April 24, 2002
------------------------------------                                                        -----------------------
Eric J. Nickelsen

                                                      Director
------------------------------------                                                        -----------------------
John G. Phillips

/s/ Carroll W. Suggs                                  Director                                 April 24, 2002
------------------------------------                                                        -----------------------
Carroll W. Suggs
S-2
EXHIBIT INDEX

         Exhibit
         Number            Document Description

         4.1               The  Company's  Composite  Charter,  filed  with  the
                           Commission  on November 13,  2000,  as Exhibit 3.1 to
                           Form 10-Q for the quarter  ended  September  30, 2000
                           (Commission   file   number   0-1026),    is   hereby
                           incorporated by this reference.

         4.2               The Company's  By-Laws,  filed with the Commission on
                           November  13,  2000,  as Exhibit 3.2 to Form 10-Q for
                           the quarter ended September 30, 2000 (Commission file
                           number  0-1026),  are  hereby  incorporated  by  this
                           reference.

         4.3               Whitney Holding Corporation 1997  Long-Term Incentive
                           Plan, filed with the Commission on March 18, 1997, as
                           a proposal in the Company's proxy statement,  Exhibit
                           A  (Commission  file  number  0-1026),  is     hereby
                           incorporated by this reference.

         5                 Opinion of Phelps Dunbar LLP

         23.1              Consent of Arthur Andersen LLP

         23.2              Consent of Phelps Dunbar LLP (included in Exhibit 5)

         24                Power of Attorney (included on the signature pages)

                                      S-3
Exhibits 5 and 23.2

                                 April 24, 2002

Whitney Holding Corporation
228 St. Charles Avenue
New Orleans, Louisiana 70130

                  Re:      Whitney Holding Corporation
                           Registration Statement on Form S-8
                           1997 Long-Term Incentive Plan
                           -----------------------------

Ladies and Gentlemen:

         We have acted as counsel to Whitney Holding Corporation (the "Company")
in  connection  with  the  preparation  of  the  above-referenced   Registration
Statement  on Form S-8 filed by the Company  with the  Securities  and  Exchange
Commission (the  "Commission") with respect to the issuance by the Company of an
additional  2,030,000  shares of no par value common stock (the "Common  Stock")
pursuant to the Whitney Holding  Corporation 1997 Long-Term  Incentive Plan (the
"Plan").  In so acting,  we have  examined  and relied upon the  original,  or a
photostatic or certified  copy, of such records of the Company,  certificates of
officers of the Company and of public officials,  and such other documents as we
have deemed relevant and necessary as the basis for the opinion set forth below.

         In such examination,  we have assumed the genuineness of all signatures
appearing  on all  documents,  the legal  capacity of all persons  signing  such
documents,  the authenticity of all documents submitted to us as originals,  the
conformity to original documents of all documents  submitted to us as certified,
conformed or photostatic  copies, the accuracy and completeness of all corporate
records made  available to us by the Company,  and the truth and accuracy of all
facts set forth in all certificates provided to or examined by us.

         Based   upon   the   foregoing   and   subject   to  the   limitations,
qualifications,  exceptions and assumptions set forth herein and representations
made to us by officers  of the  Company,  we are of the opinion  that the Common
Stock has been duly  authorized,  and, when issued pursuant to the Plan, will be
legally issued, fully paid and non-assessable.

99270508-1
Whitney Holding Corporation
April 23, 2002
Page 2

         The  foregoing  opinions  are  limited  to the  laws  of the  State  of
Louisiana  and the federal laws of the United  States of America.  We express no
opinion as to matters governed by the laws of any other state.  Furthermore,  no
opinion is  expressed  herein as to the effect of any future acts of the parties
or changes in existing law. We undertake no  responsibility to advise you of any
changes  after the date hereof in the law or the facts  presently in effect that
would alter the scope or substance of the opinions herein expressed.

         This letter  expresses our legal  opinion as to the  foregoing  matters
based on our  professional  judgment  at this time;  it is not,  however,  to be
construed  as a guaranty,  nor is it a warranty  that a court  considering  such
matters would not rule in a manner contrary to the opinion set forth above.

         We  consent  to  the  filing  of  this  opinion  as an  exhibit  to the
Registration  Statement and to the reference to us in the  prospectus  under the
caption  "Legal  Matters." In giving this  consent,  we do not admit that we are
within the category of persons whose consent is required  under Section 7 of the
Securities Act of 1933, as amended, and the General Rules and Regulations of the
Commission thereunder.

                                                    Very truly yours,

                                                    PHELPS DUNBAR LLP

                                                    /s/ Phelps Dunbar LLP

99270508-1
Exhibit 23.1

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this registration statement on Form S-8 of our report dated January
16, 2002 included in Whitney Holding  Corporation's Form 10-K for the year ended
December 31, 2001.

                                                      /s/Arthur Andersen LLP

New Orleans, Louisiana
April 25, 2002