As filed with the Securities and Exchange Commission on June 27, 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)
                             ----------------------

                          DIRECTORS' COMPENSATION PLAN
                        2001 DIRECTORS' COMPENSATION PLAN
                           (Full titles of the plans)
                             ----------------------

                          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 each class of              Amount            offering          aggregate
                 securities                    to be            price per           offering            Amount of
             to be registered(1)          registered(1)(2)       share(3)           price(3)        registration fee
      -----------------------------------------------------------------------------------------------------------------
<S>                                           <C>                 <C>              <C>                    <C>
      Common Stock, no par value              1,097,700           $33.18           $36,421,686            $3,350.80
      -----------------------------------------------------------------------------------------------------------------
                                                 21,000           $31.12              $653,520               $60.12
      -----------------------------------------------------------------------------------------------------------------
                                                 15,000           $17.50              $262,500               $24.15
      -----------------------------------------------------------------------------------------------------------------
                                                 18,000           $17.83              $320,940               $29.53
      -----------------------------------------------------------------------------------------------------------------
                                                 22,500           $20.33              $457,425               $42.08
      -----------------------------------------------------------------------------------------------------------------
                                                 24,000           $28.29              $678,960               $62.46
      -----------------------------------------------------------------------------------------------------------------
                                                 24,000           $33.92              $814,080               $74.90
      -----------------------------------------------------------------------------------------------------------------
                                                 24,000           $26.21              $629,040               $57.87
      -----------------------------------------------------------------------------------------------------------------
                                                 19,500           $22.96              $447,720               $41.19
      -----------------------------------------------------------------------------------------------------------------
                   Totals                     1,265,700                            $40,685,871            $3,743.10
      =================================================================================================================
</TABLE>


<PAGE>


(1)  Pursuant  to Rule  416 of the  Securities  Act of  1933,  as  amended  (the
     "Securities Act"), this Registration Statement also covers an indeterminate
     amount of interests and any additional  shares of common stock which become
     issuable  under the plans to  prevent  dilution  resulting  from any future
     stock split, stock dividend or similar transaction.

(2)  Comprised of (a) 147,000 shares issuable upon exercise of outstanding stock
     options granted under the Directors'  Compensation  Plan, and (b) 1,118,700
     shares  issuable  upon  exercise of options  granted or common stock issued
     under the 2001 Directors' Compensation Plan (collectively the "Plans"). The
     number of shares has been adjusted to reflect the April 2002  three-for-two
     stock split.

(3)  Estimated solely for purposes of calculating the amount of the registration
     fee,  pursuant to Rule 457(c) and (h) of the Securities Act and computed on
     the basis of: (a) 1,097,700 shares based on the average of the high and low
     sales prices on the Nasdaq  National  Market on June 25, 2002;  and (b) the
     remaining  shares based on the price at which shares may be purchased  upon
     the exercise of outstanding options.

                              EXPLANATORY STATEMENT

         Section  11(a) of the  Securities  Act  provides  that if any part of a
registration  statement  at the time it  becomes  effective  contains  an untrue
statement of a material  fact or omits to state a material  fact  required to be
stated therein or necessary to make the statements  therein not misleading,  any
person acquiring a security pursuant to such  registration  statement (unless it
is proved that at the time of such  acquisition such person knew of such untruth
or omission) may sue,  among others,  every  accountant  who has consented to be
named as having prepared or certified any part of the registration  statement or
as  having  prepared  or  certified  any  report  or  valuation  that is used in
connection with the registration statement with respect to the statement in such
registration statement,  report or valuation that purports to have been prepared
or certified by the accountant.

         The financial  statements of the  Registrant  included in  Registrant's
Annual  Report on Form 10-K for the fiscal  year ended  December  31,  2001 (the
"Annual  Report") were audited by Arthur Andersen LLP ("Arthur  Andersen"),  the
Registrant's  independent  public  accountant  at the time the Annual Report was
filed with the SEC on March 18,  2002.  Those  financial  statements  and Arthur
Andersen's  report thereon are incorporated by reference into this  registration
statement.  As previously  announced,  on May 22, 2002 the Registrant  dismissed
Arthur Andersen as its independent  public  accountant for the 2002 fiscal year.
The Registrant has been unable to obtain the written  consent of Arthur Andersen
to incorporate by reference into this  registration  statement Arthur Andersen's
report dated  January 16, 2002,  which was included in the  Registrant's  Annual
Report.  Rule 437a under the  Securities Act permits the Registrant to file this
registration  statement  without having received the written consent from Arthur
Andersen that otherwise  would have been required.  Because Arthur  Andersen has
not  consented  to being  named as an  expert  in this  registration  statement,
persons who acquire securities  pursuant to this registration  statement may not
be able to pursue a claim against  Arthur  Andersen for liability  under Section
11(a) of the Securities Act.

                                      II-1
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

* Item 1.         Plan Information.

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

         * The information required by Part I of Form S-8 to be contained in the
Section  10(a)  prospectus  is  omitted  from  this  Registration  Statement  in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The  following  documents  filed by Whitney  Holding  Corporation  (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  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 2002, filed with the Commission on May 15, 2002;

         (3) The Company's Current Reports on Form 8-K filed with the Commission
on January 17, 2002, February 27, 2002, April 18, 2002, and May 23, 2002; and

         (4)  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.


                                      II-2

<PAGE>
Item 4.           Description of Securities.

         Not applicable.

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.


                                      II-3
<PAGE>

         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  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, the board of directors
must approve such procedure. 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.


                                      II-4
<PAGE>

         The  Composite  Charter  and  By-Laws  of Whitney  Holding  Corporation
provide for  indemnification  for directors,  officers,  employees and agents or
former directors,  officers, 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  Directors'  Compensation  Plan,
                  filed with the  Commission  on March 29,  1994,  as a proposal
                  included  in  the  Company's   proxy   statement,   Exhibit  A
                  (Commission  file number  0-1026),  is hereby  incorporated by
                  this reference.

         4.4      Whitney Holding Corporation 2001 Directors' Compensation Plan,
                  filed with the  Commission  on March 15,  2001,  as a proposal
                  included  in  the  Company's  proxy   statement,   Appendix  B
                  (Commission  file number  0-1026),  is hereby  incorporated by
                  this reference.

         5        Opinion of Phelps Dunbar LLP

         23.1     The  Registrant  was unable to obtain the  written  consent of
                  Arthur  Andersen LLP to  incorporate  by reference  its report
                  dated  January  16,  2002.  See page II-1 of the  registration
                  statement.

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

         24       Power of Attorney (included on the signature pages herein)


                                      II-5
<PAGE>

Item 9.           Undertakings.

         Not applicable.



                                      II-6
<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 26th day of
June, 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 and
other federal and state  securities laws, in connection with the Whitney Holding
Corporation  Directors'  Compensation Plan and the 2001 Directors'  Compensation
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,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on June 26, 2002:

         Signature                                      Title

/s/ William L. Marks                          Chairman of the Board and
------------------------------------           Chief Executive Officer
William L. Marks                            (principal executive officer)


/s/ R. King Milling                            President and Director
------------------------------------
R. King Milling


                                      S-1
<PAGE>

/s/ Thomas L. Callicutt, Jr.                 Executive Vice President
------------------------------------       and Chief Financial Officer
Thomas L. Callicutt, Jr.            (principal financial and accounting officer)

                                                      Director
------------------------------------
Harry J. Blumenthal, Jr.

/s/ Joel B. Bullard, Jr.                              Director
------------------------------------
Joel B. Bullard, Jr.

/s/ James M. Cain                                     Director
------------------------------------
James M. Cain

/s/ Angus R. Cooper, II                               Director
------------------------------------
Angus R. Cooper, II

/s/ Richard B. Crowell                                Director
------------------------------------
Richard B. Crowell

/s/ William A. Hines                                  Director
------------------------------------
William A. Hines

/s/ John J. Kelly                                     Director
------------------------------------
John J. Kelly

/s/ E. James Kock, Jr.                                Director
------------------------------------
E. James Kock, Jr.

/s/ Alfred S. Lippman                                 Director
------------------------------------
Alfred S. Lippman

/s/ Michael L. Lomax                                  Director
------------------------------------
Michael L. Lomax

/s/ Eric J. Nickelsen                                 Director
------------------------------------
Eric J. Nickelsen

/s/ John G. Phillips                                  Director
------------------------------------
John G. Phillips

/s/ Carroll W. Suggs                                  Director
------------------------------------
Carroll W. Suggs

                                                      Director
------------------------------------
Dean E. Taylor

                                      S-2

<PAGE>

/s/ Thomas D. Westfeldt                               Director
------------------------------------
Thomas D. Westfeldt



         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the trustees (or other persons who  administer  the employee  benefit plan) have
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 26th day of June 2002.

                                         WHITNEY HOLDING CORPORATION
                                         DIRECTORS' COMPENSATION PLAN

                                         By:/s/ Paul D. Bergeron
                                            ------------------------------------
                                         Title: Plan Administrator

         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the trustees (or other persons who  administer  the employee  benefit plan) have
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 26th day of June 2002.

                                         WHITNEY HOLDING CORPORATION
                                         2001 DIRECTORS' COMPENSATION PLAN

                                         By:/s/ Paul D. Bergeron
                                            ------------------------------------
                                         Title: Plan Administrator


                                      S-3
<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  Directors' Compensation
                           Plan, filed with the Commission on March 29, 1994, as
                           a proposal included in the Company's proxy statement,
                           Exhibit A  (Commission file number 0-1026), is hereby
                           incorporated by this reference.

         4.4*              Whitney    Holding    Corporation   2001   Directors'
                           Compensation Plan, filed with the Commission on March
                           15,  2001,  as  a  proposal included in the Company's
                           proxy statement, Appendix B (Commission  file  number
                           0-1026), is hereby incorporated by this reference.

         5                 Opinion of Phelps Dunbar LLP

         23.1              The  Registrant  was  unable  to  obtain  the written
                           consent  of  Arthur   Andersen  LLP to incorporate by
                           reference its report dated January 16, 2002. See page
                           II-1 of the registration statement.

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

         24                Power  of  Attorney  (included on the signature pages
                           herein)


        *Incorporated herein by reference as indicated.

                                      S-4

<PAGE>


                                                                       EXHIBIT 5
                                                                    EXHIBIT 23.2

                        [Letterhead of Phelps Dunbar LLP]

                                  June 27, 2002

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

                  Re:      Whitney Holding Corporation
                           Registration Statement on Form S-8
                           Directors' Compensation Plan
                           2001 Directors' Compensation 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
aggregate of 1,265,700  shares of no par value common stock (the "Common Stock")
and an indeterminate  amount of related plan interests,  of which 147,000 shares
are issuable pursuant to the Whitney Holding Corporation Directors' Compensation
Plan  and  1,118,700  shares  are  issuable  pursuant  to  the  Whitney  Holding
Corporation 2001 Directors' Compensation Plan (collectively, the "Plans").

         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,  we are of the
opinion  that the shares of Common  Stock to be issued

<PAGE>
Whitney Holding Corporation
June 27, 2002
Page 2


under  the Plans  have been duly  authorized,  and,  when  issued  and paid for,
pursuant to the Plans, will be validly issued, fully paid and non-assessable.

         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,

                                            /s/ PHELPS DUNBAR LLP
[{"type": "S-8", "sequence": "1", "filename": "forms862602.txt", "description": "LEGAL FORM S-8", "secsgml_size_bytes": 34442}]
{"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": "333-91358", "film-number": "02689390"}, "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 June 27, 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)
                             ----------------------

                          DIRECTORS' COMPENSATION PLAN
                        2001 DIRECTORS' COMPENSATION PLAN
                           (Full titles of the plans)
                             ----------------------

                          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 each class of              Amount            offering          aggregate
                 securities                    to be            price per           offering            Amount of
             to be registered(1)          registered(1)(2)       share(3)           price(3)        registration fee
      -----------------------------------------------------------------------------------------------------------------
Common Stock, no par value              1,097,700           $33.18           $36,421,686            $3,350.80
      -----------------------------------------------------------------------------------------------------------------
                                                 21,000           $31.12              $653,520               $60.12
      -----------------------------------------------------------------------------------------------------------------
                                                 15,000           $17.50              $262,500               $24.15
      -----------------------------------------------------------------------------------------------------------------
                                                 18,000           $17.83              $320,940               $29.53
      -----------------------------------------------------------------------------------------------------------------
                                                 22,500           $20.33              $457,425               $42.08
      -----------------------------------------------------------------------------------------------------------------
                                                 24,000           $28.29              $678,960               $62.46
      -----------------------------------------------------------------------------------------------------------------
                                                 24,000           $33.92              $814,080               $74.90
      -----------------------------------------------------------------------------------------------------------------
                                                 24,000           $26.21              $629,040               $57.87
      -----------------------------------------------------------------------------------------------------------------
                                                 19,500           $22.96              $447,720               $41.19
      -----------------------------------------------------------------------------------------------------------------
                   Totals                     1,265,700                            $40,685,871            $3,743.10
      =================================================================================================================
(1)  Pursuant  to Rule  416 of the  Securities  Act of  1933,  as  amended  (the
     "Securities Act"), this Registration Statement also covers an indeterminate
     amount of interests and any additional  shares of common stock which become
     issuable  under the plans to  prevent  dilution  resulting  from any future
     stock split, stock dividend or similar transaction.

(2)  Comprised of (a) 147,000 shares issuable upon exercise of outstanding stock
     options granted under the Directors'  Compensation  Plan, and (b) 1,118,700
     shares  issuable  upon  exercise of options  granted or common stock issued
     under the 2001 Directors' Compensation Plan (collectively the "Plans"). The
     number of shares has been adjusted to reflect the April 2002  three-for-two
     stock split.

(3)  Estimated solely for purposes of calculating the amount of the registration
     fee,  pursuant to Rule 457(c) and (h) of the Securities Act and computed on
     the basis of: (a) 1,097,700 shares based on the average of the high and low
     sales prices on the Nasdaq  National  Market on June 25, 2002;  and (b) the
     remaining  shares based on the price at which shares may be purchased  upon
     the exercise of outstanding options.

                              EXPLANATORY STATEMENT

         Section  11(a) of the  Securities  Act  provides  that if any part of a
registration  statement  at the time it  becomes  effective  contains  an untrue
statement of a material  fact or omits to state a material  fact  required to be
stated therein or necessary to make the statements  therein not misleading,  any
person acquiring a security pursuant to such  registration  statement (unless it
is proved that at the time of such  acquisition such person knew of such untruth
or omission) may sue,  among others,  every  accountant  who has consented to be
named as having prepared or certified any part of the registration  statement or
as  having  prepared  or  certified  any  report  or  valuation  that is used in
connection with the registration statement with respect to the statement in such
registration statement,  report or valuation that purports to have been prepared
or certified by the accountant.

         The financial  statements of the  Registrant  included in  Registrant's
Annual  Report on Form 10-K for the fiscal  year ended  December  31,  2001 (the
"Annual  Report") were audited by Arthur Andersen LLP ("Arthur  Andersen"),  the
Registrant's  independent  public  accountant  at the time the Annual Report was
filed with the SEC on March 18,  2002.  Those  financial  statements  and Arthur
Andersen's  report thereon are incorporated by reference into this  registration
statement.  As previously  announced,  on May 22, 2002 the Registrant  dismissed
Arthur Andersen as its independent  public  accountant for the 2002 fiscal year.
The Registrant has been unable to obtain the written  consent of Arthur Andersen
to incorporate by reference into this  registration  statement Arthur Andersen's
report dated  January 16, 2002,  which was included in the  Registrant's  Annual
Report.  Rule 437a under the  Securities Act permits the Registrant to file this
registration  statement  without having received the written consent from Arthur
Andersen that otherwise  would have been required.  Because Arthur  Andersen has
not  consented  to being  named as an  expert  in this  registration  statement,
persons who acquire securities  pursuant to this registration  statement may not
be able to pursue a claim against  Arthur  Andersen for liability  under Section
11(a) of the Securities Act.

                                      II-1
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

* Item 1.         Plan Information.

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

         * The information required by Part I of Form S-8 to be contained in the
Section  10(a)  prospectus  is  omitted  from  this  Registration  Statement  in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The  following  documents  filed by Whitney  Holding  Corporation  (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  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 2002, filed with the Commission on May 15, 2002;

         (3) The Company's Current Reports on Form 8-K filed with the Commission
on January 17, 2002, February 27, 2002, April 18, 2002, and May 23, 2002; and

         (4)  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.

                                      II-2
Item 4.           Description of Securities.

         Not applicable.

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.

                                      II-3
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  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, the board of directors
must approve such procedure. 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.

                                      II-4
The  Composite  Charter  and  By-Laws  of Whitney  Holding  Corporation
provide for  indemnification  for directors,  officers,  employees and agents or
former directors,  officers, 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  Directors'  Compensation  Plan,
                  filed with the  Commission  on March 29,  1994,  as a proposal
                  included  in  the  Company's   proxy   statement,   Exhibit  A
                  (Commission  file number  0-1026),  is hereby  incorporated by
                  this reference.

         4.4      Whitney Holding Corporation 2001 Directors' Compensation Plan,
                  filed with the  Commission  on March 15,  2001,  as a proposal
                  included  in  the  Company's  proxy   statement,   Appendix  B
                  (Commission  file number  0-1026),  is hereby  incorporated by
                  this reference.

         5        Opinion of Phelps Dunbar LLP

         23.1     The  Registrant  was unable to obtain the  written  consent of
                  Arthur  Andersen LLP to  incorporate  by reference  its report
                  dated  January  16,  2002.  See page II-1 of the  registration
                  statement.

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

         24       Power of Attorney (included on the signature pages herein)

                                      II-5
Item 9.           Undertakings.

         Not applicable.

                                      II-6
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 26th day of
June, 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 and
other federal and state  securities laws, in connection with the Whitney Holding
Corporation  Directors'  Compensation Plan and the 2001 Directors'  Compensation
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,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on June 26, 2002:

         Signature                                      Title

/s/ William L. Marks                          Chairman of the Board and
------------------------------------           Chief Executive Officer
William L. Marks                            (principal executive officer)

/s/ R. King Milling                            President and Director
------------------------------------
R. King Milling

                                      S-1
/s/ Thomas L. Callicutt, Jr.                 Executive Vice President
------------------------------------       and Chief Financial Officer
Thomas L. Callicutt, Jr.            (principal financial and accounting officer)

                                                      Director
------------------------------------
Harry J. Blumenthal, Jr.

/s/ Joel B. Bullard, Jr.                              Director
------------------------------------
Joel B. Bullard, Jr.

/s/ James M. Cain                                     Director
------------------------------------
James M. Cain

/s/ Angus R. Cooper, II                               Director
------------------------------------
Angus R. Cooper, II

/s/ Richard B. Crowell                                Director
------------------------------------
Richard B. Crowell

/s/ William A. Hines                                  Director
------------------------------------
William A. Hines

/s/ John J. Kelly                                     Director
------------------------------------
John J. Kelly

/s/ E. James Kock, Jr.                                Director
------------------------------------
E. James Kock, Jr.

/s/ Alfred S. Lippman                                 Director
------------------------------------
Alfred S. Lippman

/s/ Michael L. Lomax                                  Director
------------------------------------
Michael L. Lomax

/s/ Eric J. Nickelsen                                 Director
------------------------------------
Eric J. Nickelsen

/s/ John G. Phillips                                  Director
------------------------------------
John G. Phillips

/s/ Carroll W. Suggs                                  Director
------------------------------------
Carroll W. Suggs

                                                      Director
------------------------------------
Dean E. Taylor

                                      S-2
/s/ Thomas D. Westfeldt                               Director
------------------------------------
Thomas D. Westfeldt

         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the trustees (or other persons who  administer  the employee  benefit plan) have
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 26th day of June 2002.

                                         WHITNEY HOLDING CORPORATION
                                         DIRECTORS' COMPENSATION PLAN

                                         By:/s/ Paul D. Bergeron
                                            ------------------------------------
                                         Title: Plan Administrator

         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the trustees (or other persons who  administer  the employee  benefit plan) have
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 26th day of June 2002.

                                         WHITNEY HOLDING CORPORATION
                                         2001 DIRECTORS' COMPENSATION PLAN

                                         By:/s/ Paul D. Bergeron
                                            ------------------------------------
                                         Title: Plan Administrator

                                      S-3
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  Directors' Compensation
                           Plan, filed with the Commission on March 29, 1994, as
                           a proposal included in the Company's proxy statement,
                           Exhibit A  (Commission file number 0-1026), is hereby
                           incorporated by this reference.

         4.4*              Whitney    Holding    Corporation   2001   Directors'
                           Compensation Plan, filed with the Commission on March
                           15,  2001,  as  a  proposal included in the Company's
                           proxy statement, Appendix B (Commission  file  number
                           0-1026), is hereby incorporated by this reference.

         5                 Opinion of Phelps Dunbar LLP

         23.1              The  Registrant  was  unable  to  obtain  the written
                           consent  of  Arthur   Andersen  LLP to incorporate by
                           reference its report dated January 16, 2002. See page
                           II-1 of the registration statement.

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

         24                Power  of  Attorney  (included on the signature pages
                           herein)

        *Incorporated herein by reference as indicated.

                                      S-4
EXHIBIT 5
                                                                    EXHIBIT 23.2

                        [Letterhead of Phelps Dunbar LLP]

                                  June 27, 2002

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

                  Re:      Whitney Holding Corporation
                           Registration Statement on Form S-8
                           Directors' Compensation Plan
                           2001 Directors' Compensation 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
aggregate of 1,265,700  shares of no par value common stock (the "Common Stock")
and an indeterminate  amount of related plan interests,  of which 147,000 shares
are issuable pursuant to the Whitney Holding Corporation Directors' Compensation
Plan  and  1,118,700  shares  are  issuable  pursuant  to  the  Whitney  Holding
Corporation 2001 Directors' Compensation Plan (collectively, the "Plans").

         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,  we are of the
opinion  that the shares of Common  Stock to be issued
Whitney Holding Corporation
June 27, 2002
Page 2

under  the Plans  have been duly  authorized,  and,  when  issued  and paid for,
pursuant to the Plans, will be validly issued, fully paid and non-assessable.

         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,

                                            /s/ PHELPS DUNBAR LLP