As filed with the Securities and Exchange Commission on June 4, 2004

                                                     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 Number)

                             228 St. Charles Avenue
                          New Orleans, Louisiana 70130
                                 (504) 586-7272
               (Address, including zip code, and telephone number,
              including area code, of principal executive offices)


                           WHITNEY HOLDING CORPORATION
                          2004 Long-Term Incentive Plan
                          1997 Long-Term Incentive Plan
                           (Full titles of the plans)


             Send to:                                      Copy to:
   Joseph S. Schwertz, Jr., Esq.                   Jane E. Armstrong, Esq.
       Corporate Secretary                            Phelps Dunbar LLP
    Whitney Holding Corporation                 Suite 2000, 365 Canal Street
  228 St. Charles Ave., Room 626                   New Orleans, LA  70130
       New Orleans, LA  70130                           (504) 584-9244
          (504) 586-3474
(Name and address 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             registered(1)(2)       share(3)            price(3)        registration fee
---------------------------------- ------------------- ------------------ ------------------- --------------------
<S>                                    <C>                  <C>              <C>                    <C>
Common Stock, no par value             2,709,388            $43.22           $117,099,749           $14,837
---------------------------------- ------------------- ------------------ ------------------- --------------------

(1) In the event of a stock split, stock dividend or similar transaction
involving common stock of the Registrant, in order to prevent dilution, the
number of shares registered shall be automatically increased to cover the
additional shares in accordance with Rule 416(a) under the Securities Act of
1933, as amended.

(2) Covers an aggregate of 109,388 shares that may be issued under the Whitney
Holding Corporation 1997 Long-Term Incentive Plan in connection with performance
awards previously made under such plan and an aggregate

<PAGE>
of  2,600,000  shares that may be issued,  from time to time,  under the Whitney
Holding  Corporation 2004 Long-Term  Incentive Plan,  increased by the number of
shares  remaining  under the 1997 Long Term Incentive Plan after all performance
awards have been satisfied, lapsed, forfeited or expired.

(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 the average of the high and low sales prices on The Nasdaq Stock Market
on June 1, 2004.
</TABLE>

<PAGE>
                              EXPLANATORY STATEMENT

         Section 11(a) of the Securities Act of 1933, as amended, or 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 consolidated financial statements of the Registrant for the fiscal
year ended December 31, 2001 incorporated by reference in this Registration
Statement were audited by Arthur Andersen LLP, independent auditors, as stated
in its report, which is incorporated by reference in this Registration
Statement. The Registrant was unable to obtain the consent of Arthur Andersen
LLP to the incorporation by reference of its report in this Registration
Statement, and the Registrant has dispensed with the requirement to file that
consent in reliance on Rule 437a under the Securities Act. Because Arthur
Andersen LLP 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 LLP for
liability under Section 11(a) of the Securities Act.


                                     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, or the
"Company," with the Securities and Exchange Commission, or the "Commission,"
pursuant to the Securities Exchange Act of 1934, as amended, or the "Exchange
Act," are incorporated in this Registration Statement by reference:

                                      II-1
<PAGE>

         (1) The Company's Annual Report on Form 10-K for the year ended
December 31, 2003, filed with the Commission on March 15, 2004;

         (2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2004, filed with the Commission on May 10, 2004;

         (3) The Company's Current Reports on Form 8-K filed with the Commission
on January 21, 2004, and April 21, 2004, other than the information furnished in
Item 12 thereof;

         (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 that indicates
that all securities offered hereby have been sold, or that 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 that 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.

Item 5.           Interests of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

         The Louisiana Business Corporation Law, or the "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 of the LBCL 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 of the LBCL 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 that
ordinary prudent men would exercise under similar circumstances in like
positions. Section 91 of the LBCL, however, 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

                                      II-2
<PAGE>

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 of the LBCL 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 of the LBCL
also  specifically  provides  that  it is not  intended  to  derogate  from  any
indemnification  permitted  under  Section  83 of the LBCL  (which is  discussed
below).

         Section 92 of the LBCL limits the liability of officers and directors
with respect to certain matters, and imposes personal liability for certain
actions, such as the knowing issuance of shares in violation of the LBCL.
Paragraph E of Section 92 of the LBCL 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 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.

                                      II-3

<PAGE>
         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 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 if such a quorum is not obtainable and a
quorum of disinterested directors so directs, by independent legal counsel, or
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.

         The Company's Composite Charter and By-Laws provide for indemnification
for directors, officers, employees and agents or former directors, officers,
employees and agents of the Company generally to the fullest extent permitted by
Louisiana law.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.

         4.1      Copy of the Company's Composite Charter, filed as Exhibit 3.1
                  to the Company's quarterly report on Form 10-Q for the quarter
                  ended September 30, 2000, filed with the Commission on
                  November 13, 2000 (Commission file number 0-1026) and
                  incorporated by reference herein.

         4.2      Copy of the Company's By-Laws, filed as Exhibit 3.2 to the
                  Company's annual report on Form 10-K for the year ended
                  December 31, 2003, filed with the Commission on March 15, 2004
                  (Commission file number 0-1026) and incorporated by reference
                  herein.

         4.3      Whitney Holding Corporation 2004 Long-Term Incentive Plan,
                  filed as Exhibit B to the Company's Proxy Statement for the
                  2004 Annual Meeting of Shareholders, filed with the Commission
                  on March 19, 2004 (Commission file number 0-1026) and
                  incorporated by reference herein.

                                      II-4
<PAGE>

         4.4      Whitney Holding Corporation 1997 Long-Term Incentive Plan,
                  filed as Exhibit A to the Company's Proxy Statement for the
                  1997 Annual Meeting of Shareholders, filed with the Commission
                  on March 18, 1997 (Commission file number 0-1026) and
                  incorporated by reference herein.

         5        Opinion of Phelps Dunbar LLP dated June 4, 2004

         23.1     Consent of PricewaterhouseCoopers LLP dated June 4, 2004

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

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

Item 9.           Undertakings.

         (a) To the extent applicable, the undersigned Registrant hereby
undertakes:

             (1)      To file, during any period in which offers or sales
                      are being made, a post-effective amendment to this
                      Registration Statement:

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

                      (ii)  To reflect in the prospectus any facts or events
                            arising after the effective date of the
                            Registration Statement (or the most recent post-
                            effective amendment thereof) which, individually or
                            in the aggregate, represent a fundamental change in
                            the information set forth in the Registration
                            Statement;

                      (iii) To include any material information with respect to
                            the plan of distribution not previously disclosed in
                            the Registration Statement or any material change to
                            such information in the Registration Statement;

             provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
             shall not apply if the information required to be included in
             a post-effective amendment by those paragraphs is contained in
             periodic reports filed by the Registrant with the Commission
             pursuant to Section 13 or Section 15(d) of the Exchange Act,
             which are incorporated by reference in the Registration Statement.

             (2)      That, for the purpose of determining any liability under
                      the Securities Act, each post-effective amendment shall
                      be deemed to be a new Registration Statement relating to
                      the securities offered therein, and the offering of such
                      securities at that time shall be deemed to be the initial
                      bona fide offering thereof.

                                     II-5
<PAGE>

             (3)      To remove from registration by means of a post-effective
                      amendment any of the securities being registered which
                      remain unsold at the termination of the offering.

         (b)      The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the Registrant's annual report pursuant to
                  Section 13(a) or Section 15(d) of the Exchange Act that is
                  incorporated by reference in the Registration Statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  been advised that in the opinion of the Securities and
                  Exchange Commission such indemnification is against public
                  policy as expressed in the Securities Act and is, therefore,
                  unenforceable.  In the event that a claim for indemnification
                  against such liabilities, other than the payment by the
                  Registrant of expenses incurred or paid by a director, officer
                  or controlling person of the Registrant in the successful
                  defense of any action, suit or proceeding, is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the Registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Securities Act
                  and will be governed by the final adjudication of such issue.

                                      II-6
<PAGE>
                                   SIGNATURES

The Registrant.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 May, 2004.

                                       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 2004 Long-Term Incentive Plan and 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 indicated on May 26, 2004:

        Signature                          Title                        Date

/s/ William L. Marks            Director, Chairman of the Board     May 26, 2004
------------------------------    and Chief Executive Officer
William L. Marks                 (principal executive officer)


/s/ R. King Milling                  President and Director         May 26, 2004
------------------------------
R. King Milling


                                      S-1
<PAGE>

/s/ Thomas L. Callicutt, Jr.       Executive Vice President         May 26, 2004
------------------------------    and Chief Financial Officer
Thomas L. Callicutt, Jr.   (principal financial and accounting officer)


/s/ Harry J. Blumenthal, Jr.              Director                  May 26, 2004
------------------------------
Harry J. Blumenthal, Jr.

/s/ Joel B. Bullard, Jr.                  Director                  May 26, 2004
------------------------------
Joel B. Bullard, Jr.

/s/ James M. Cain                         Director                  May 26, 2004
------------------------------
James M. Cain

/s/ Angus R. Cooper, II                   Director                  May 26, 2004
------------------------------
Angus R. Cooper, II

                                          Director
------------------------------
Richard B. Crowell

/s/ William A. Hines                      Director                  May 26, 2004
------------------------------
William A. Hines

/s/ John J. Kelly                         Director                  May 26, 2004
------------------------------
John J. Kelly

/s/ E. James Kock, Jr.                    Director                  May 26, 2004
------------------------------
E. James Kock, Jr.

/s/ Alfred S. Lippman                     Director                  May 26, 2004
------------------------------
Alfred S. Lippman

                                          Director
------------------------------
Michael L. Lomax

                                          Director
------------------------------
Eric J. Nickelsen

/s/ John G. Phillips                      Director                  May 26, 2004
------------------------------
John G. Phillips

                                          Director
------------------------------
Carroll W. Suggs

                                          Director
------------------------------
Katherine M. Sullivan


                                      S-2
<PAGE>


/s/ Dean E. Taylor                        Director                  May 26, 2004
------------------------------
Dean E. Taylor

/s/ Thomas D. Westfeldt                   Director                  May 26, 2004
------------------------------
Thomas D. Westfeldt


                                      S-3
<PAGE>




                                  EXHIBIT INDEX

         Exhibit
         Number   Document Description

         4.1*     Copy of the Company's Composite Charter, filed as Exhibit 3.1
                  to the Company's quarterly report on Form 10-Q for the quarter
                  ended September 30, 2000, filed with the Commission on
                  November 13, 2000 (Commission file number 0-1026) and
                  incorporated by reference herein.

         4.2*     Copy of the Company's By-Laws, filed as Exhibit 3.2 to the
                  Company's annual report on Form 10-K for the year ended
                  December 31, 2003, filed with the Commission on March 15, 2004
                  (Commission file number 0-1026) and incorporated by reference
                  herein.

         4.3*     Whitney Holding Corporation 2004 Long-Term Incentive Plan,
                  filed as Exhibit B to the Company's Proxy Statement for the
                  2004 Annual Meeting of Shareholders, filed with the Commission
                  on March 19, 2004 (Commission file number 0-1026) and
                  incorporated by reference herein.

         4.4*     Whitney Holding Corporation 1997 Long-Term Incentive Plan,
                  filed as Exhibit A to the Company's Proxy Statement for the
                  1997 Annual Meeting of Shareholders, filed with the Commission
                  on March 18, 1997 (Commission file number 0-1026) and
                  incorporated by reference herein.

         5        Opinion of Phelps Dunbar LLP dated June 4, 2004

         23.1     Consent of PricewaterhouseCoopers LLP dated June 4, 2004

         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.



<PAGE>



                                                                       EXHIBIT 5
                                                                    EXHIBIT 23.2


                        [Letterhead of Phelps Dunbar LLP]



                                  June 4, 2004


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

                  Re:      Whitney Holding Corporation
                           Registration Statement on Form S-8
                           2004 Long-Term Incentive Plan
                           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
aggregate of 2,709,388 shares of no par value common stock (the "Common Stock"),
of which 109,388 shares are issuable pursuant to the Whitney Holding Corporation
1997 Long-Term Incentive Plan in connection with certain performance based
awards previously made under such plan, and 2,600,000 shares are issuable, from
time to time, pursuant to the Whitney Holding Corporation 2004 Long-Term
Incentive Plan, increased by any shares remaining under the 1997 Long-Term
Incentive Plan after all performance based awards made under such plan have been
satisfied, expired, forfeited or lapsed (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.


<PAGE>

         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 under the Plans have been
duly authorized, and, when issued and paid for pursuant to the Plans, including
the terms of any individual grant or award made thereunder, 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


<PAGE>
                                                                    EXHIBIT 23.1


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            --------------------------------------------------------

         We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 21, 2004 relating
to the financial statements, which appears in Whitney Holding Corporation's
Annual Report on Form 10-K for the year ended December 31, 2003.



/s/ PricewaterhouseCoopers LLP
New Orleans, Louisiana
June 4, 2004
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As filed with the Securities and Exchange Commission on June 4, 2004

                                                     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 Number)

                             228 St. Charles Avenue
                          New Orleans, Louisiana 70130
                                 (504) 586-7272
               (Address, including zip code, and telephone number,
              including area code, of principal executive offices)

                           WHITNEY HOLDING CORPORATION
                          2004 Long-Term Incentive Plan
                          1997 Long-Term Incentive Plan
                           (Full titles of the plans)

             Send to:                                      Copy to:
   Joseph S. Schwertz, Jr., Esq.                   Jane E. Armstrong, Esq.
       Corporate Secretary                            Phelps Dunbar LLP
    Whitney Holding Corporation                 Suite 2000, 365 Canal Street
  228 St. Charles Ave., Room 626                   New Orleans, LA  70130
       New Orleans, LA  70130                           (504) 584-9244
          (504) 586-3474
(Name and address 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             registered(1)(2)       share(3)            price(3)        registration fee
---------------------------------- ------------------- ------------------ ------------------- --------------------
Common Stock, no par value             2,709,388            $43.22           $117,099,749           $14,837
---------------------------------- ------------------- ------------------ ------------------- --------------------

(1) In the event of a stock split, stock dividend or similar transaction
involving common stock of the Registrant, in order to prevent dilution, the
number of shares registered shall be automatically increased to cover the
additional shares in accordance with Rule 416(a) under the Securities Act of
1933, as amended.

(2) Covers an aggregate of 109,388 shares that may be issued under the Whitney
Holding Corporation 1997 Long-Term Incentive Plan in connection with performance
awards previously made under such plan and an aggregate
of  2,600,000  shares that may be issued,  from time to time,  under the Whitney
Holding  Corporation 2004 Long-Term  Incentive Plan,  increased by the number of
shares  remaining  under the 1997 Long Term Incentive Plan after all performance
awards have been satisfied, lapsed, forfeited or expired.

(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 the average of the high and low sales prices on The Nasdaq Stock Market
on June 1, 2004.
EXPLANATORY STATEMENT

         Section 11(a) of the Securities Act of 1933, as amended, or 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 consolidated financial statements of the Registrant for the fiscal
year ended December 31, 2001 incorporated by reference in this Registration
Statement were audited by Arthur Andersen LLP, independent auditors, as stated
in its report, which is incorporated by reference in this Registration
Statement. The Registrant was unable to obtain the consent of Arthur Andersen
LLP to the incorporation by reference of its report in this Registration
Statement, and the Registrant has dispensed with the requirement to file that
consent in reliance on Rule 437a under the Securities Act. Because Arthur
Andersen LLP 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 LLP for
liability under Section 11(a) of the Securities Act.

                                     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, or the
"Company," with the Securities and Exchange Commission, or the "Commission,"
pursuant to the Securities Exchange Act of 1934, as amended, or the "Exchange
Act," are incorporated in this Registration Statement by reference:

                                      II-1
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 2003, filed with the Commission on March 15, 2004;

         (2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2004, filed with the Commission on May 10, 2004;

         (3) The Company's Current Reports on Form 8-K filed with the Commission
on January 21, 2004, and April 21, 2004, other than the information furnished in
Item 12 thereof;

         (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 that indicates
that all securities offered hereby have been sold, or that 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 that 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.

Item 5.           Interests of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

         The Louisiana Business Corporation Law, or the "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 of the LBCL 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 of the LBCL 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 that
ordinary prudent men would exercise under similar circumstances in like
positions. Section 91 of the LBCL, however, 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

                                      II-2
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 of the LBCL 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 of the LBCL
also  specifically  provides  that  it is not  intended  to  derogate  from  any
indemnification  permitted  under  Section  83 of the LBCL  (which is  discussed
below).

         Section 92 of the LBCL limits the liability of officers and directors
with respect to certain matters, and imposes personal liability for certain
actions, such as the knowing issuance of shares in violation of the LBCL.
Paragraph E of Section 92 of the LBCL 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 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.

                                      II-3
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 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 if such a quorum is not obtainable and a
quorum of disinterested directors so directs, by independent legal counsel, or
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.

         The Company's Composite Charter and By-Laws provide for indemnification
for directors, officers, employees and agents or former directors, officers,
employees and agents of the Company generally to the fullest extent permitted by
Louisiana law.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.

         4.1      Copy of the Company's Composite Charter, filed as Exhibit 3.1
                  to the Company's quarterly report on Form 10-Q for the quarter
                  ended September 30, 2000, filed with the Commission on
                  November 13, 2000 (Commission file number 0-1026) and
                  incorporated by reference herein.

         4.2      Copy of the Company's By-Laws, filed as Exhibit 3.2 to the
                  Company's annual report on Form 10-K for the year ended
                  December 31, 2003, filed with the Commission on March 15, 2004
                  (Commission file number 0-1026) and incorporated by reference
                  herein.

         4.3      Whitney Holding Corporation 2004 Long-Term Incentive Plan,
                  filed as Exhibit B to the Company's Proxy Statement for the
                  2004 Annual Meeting of Shareholders, filed with the Commission
                  on March 19, 2004 (Commission file number 0-1026) and
                  incorporated by reference herein.

                                      II-4
4.4      Whitney Holding Corporation 1997 Long-Term Incentive Plan,
                  filed as Exhibit A to the Company's Proxy Statement for the
                  1997 Annual Meeting of Shareholders, filed with the Commission
                  on March 18, 1997 (Commission file number 0-1026) and
                  incorporated by reference herein.

         5        Opinion of Phelps Dunbar LLP dated June 4, 2004

         23.1     Consent of PricewaterhouseCoopers LLP dated June 4, 2004

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

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

Item 9.           Undertakings.

         (a) To the extent applicable, the undersigned Registrant hereby
undertakes:

             (1)      To file, during any period in which offers or sales
                      are being made, a post-effective amendment to this
                      Registration Statement:

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

                      (ii)  To reflect in the prospectus any facts or events
                            arising after the effective date of the
                            Registration Statement (or the most recent post-
                            effective amendment thereof) which, individually or
                            in the aggregate, represent a fundamental change in
                            the information set forth in the Registration
                            Statement;

                      (iii) To include any material information with respect to
                            the plan of distribution not previously disclosed in
                            the Registration Statement or any material change to
                            such information in the Registration Statement;

             provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
             shall not apply if the information required to be included in
             a post-effective amendment by those paragraphs is contained in
             periodic reports filed by the Registrant with the Commission
             pursuant to Section 13 or Section 15(d) of the Exchange Act,
             which are incorporated by reference in the Registration Statement.

             (2)      That, for the purpose of determining any liability under
                      the Securities Act, each post-effective amendment shall
                      be deemed to be a new Registration Statement relating to
                      the securities offered therein, and the offering of such
                      securities at that time shall be deemed to be the initial
                      bona fide offering thereof.

                                     II-5
(3)      To remove from registration by means of a post-effective
                      amendment any of the securities being registered which
                      remain unsold at the termination of the offering.

         (b)      The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the Registrant's annual report pursuant to
                  Section 13(a) or Section 15(d) of the Exchange Act that is
                  incorporated by reference in the Registration Statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  been advised that in the opinion of the Securities and
                  Exchange Commission such indemnification is against public
                  policy as expressed in the Securities Act and is, therefore,
                  unenforceable.  In the event that a claim for indemnification
                  against such liabilities, other than the payment by the
                  Registrant of expenses incurred or paid by a director, officer
                  or controlling person of the Registrant in the successful
                  defense of any action, suit or proceeding, is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the Registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Securities Act
                  and will be governed by the final adjudication of such issue.

                                      II-6
SIGNATURES

The Registrant.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 May, 2004.

                                       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 2004 Long-Term Incentive Plan and 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 indicated on May 26, 2004:

        Signature                          Title                        Date

/s/ William L. Marks            Director, Chairman of the Board     May 26, 2004
------------------------------    and Chief Executive Officer
William L. Marks                 (principal executive officer)

/s/ R. King Milling                  President and Director         May 26, 2004
------------------------------
R. King Milling

                                      S-1
/s/ Thomas L. Callicutt, Jr.       Executive Vice President         May 26, 2004
------------------------------    and Chief Financial Officer
Thomas L. Callicutt, Jr.   (principal financial and accounting officer)

/s/ Harry J. Blumenthal, Jr.              Director                  May 26, 2004
------------------------------
Harry J. Blumenthal, Jr.

/s/ Joel B. Bullard, Jr.                  Director                  May 26, 2004
------------------------------
Joel B. Bullard, Jr.

/s/ James M. Cain                         Director                  May 26, 2004
------------------------------
James M. Cain

/s/ Angus R. Cooper, II                   Director                  May 26, 2004
------------------------------
Angus R. Cooper, II

                                          Director
------------------------------
Richard B. Crowell

/s/ William A. Hines                      Director                  May 26, 2004
------------------------------
William A. Hines

/s/ John J. Kelly                         Director                  May 26, 2004
------------------------------
John J. Kelly

/s/ E. James Kock, Jr.                    Director                  May 26, 2004
------------------------------
E. James Kock, Jr.

/s/ Alfred S. Lippman                     Director                  May 26, 2004
------------------------------
Alfred S. Lippman

                                          Director
------------------------------
Michael L. Lomax

                                          Director
------------------------------
Eric J. Nickelsen

/s/ John G. Phillips                      Director                  May 26, 2004
------------------------------
John G. Phillips

                                          Director
------------------------------
Carroll W. Suggs

                                          Director
------------------------------
Katherine M. Sullivan

                                      S-2
/s/ Dean E. Taylor                        Director                  May 26, 2004
------------------------------
Dean E. Taylor

/s/ Thomas D. Westfeldt                   Director                  May 26, 2004
------------------------------
Thomas D. Westfeldt

                                      S-3
EXHIBIT INDEX

         Exhibit
         Number   Document Description

         4.1*     Copy of the Company's Composite Charter, filed as Exhibit 3.1
                  to the Company's quarterly report on Form 10-Q for the quarter
                  ended September 30, 2000, filed with the Commission on
                  November 13, 2000 (Commission file number 0-1026) and
                  incorporated by reference herein.

         4.2*     Copy of the Company's By-Laws, filed as Exhibit 3.2 to the
                  Company's annual report on Form 10-K for the year ended
                  December 31, 2003, filed with the Commission on March 15, 2004
                  (Commission file number 0-1026) and incorporated by reference
                  herein.

         4.3*     Whitney Holding Corporation 2004 Long-Term Incentive Plan,
                  filed as Exhibit B to the Company's Proxy Statement for the
                  2004 Annual Meeting of Shareholders, filed with the Commission
                  on March 19, 2004 (Commission file number 0-1026) and
                  incorporated by reference herein.

         4.4*     Whitney Holding Corporation 1997 Long-Term Incentive Plan,
                  filed as Exhibit A to the Company's Proxy Statement for the
                  1997 Annual Meeting of Shareholders, filed with the Commission
                  on March 18, 1997 (Commission file number 0-1026) and
                  incorporated by reference herein.

         5        Opinion of Phelps Dunbar LLP dated June 4, 2004

         23.1     Consent of PricewaterhouseCoopers LLP dated June 4, 2004

         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.
EXHIBIT 5
                                                                    EXHIBIT 23.2

                        [Letterhead of Phelps Dunbar LLP]

                                  June 4, 2004

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

                  Re:      Whitney Holding Corporation
                           Registration Statement on Form S-8
                           2004 Long-Term Incentive Plan
                           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
aggregate of 2,709,388 shares of no par value common stock (the "Common Stock"),
of which 109,388 shares are issuable pursuant to the Whitney Holding Corporation
1997 Long-Term Incentive Plan in connection with certain performance based
awards previously made under such plan, and 2,600,000 shares are issuable, from
time to time, pursuant to the Whitney Holding Corporation 2004 Long-Term
Incentive Plan, increased by any shares remaining under the 1997 Long-Term
Incentive Plan after all performance based awards made under such plan have been
satisfied, expired, forfeited or lapsed (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 under the Plans have been
duly authorized, and, when issued and paid for pursuant to the Plans, including
the terms of any individual grant or award made thereunder, 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
EXHIBIT 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            --------------------------------------------------------

         We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 21, 2004 relating
to the financial statements, which appears in Whitney Holding Corporation's
Annual Report on Form 10-K for the year ended December 31, 2003.

/s/ PricewaterhouseCoopers LLP
New Orleans, Louisiana
June 4, 2004