As filed with the Securities and Exchange Commission on March 8, 1996
                         Registration No. 33-__________
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


                       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                                 (I.R.S. Employer
jurisdiction of incorporation                       Identification Number)
     or organization)
                             228 St. Charles Avenue
                          New Orleans, Louisiana 70130
                                 (504) 586-7272
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                      ------------------------------------


                           WHITNEY HOLDING CORPORATION
                         ASSUMPTION OF STOCK OPTIONS OF
                         FIRST CITIZENS BANCSTOCK, INC.
                            (Full title of the Plan)

                      ------------------------------------


     EDWARD B. GRIMBALL                           Copy to:
  Executive-Vice President                     VIRGINIA BOULET
 and Chief Financial Officer                    Phelps Dunbar
 Whitney Holding Corporation                    Texaco Center
   228 St. Charles Avenue                    400 Poydras Street
New Orleans, Louisiana  70130         New Orleans, Louisiana  70130-3245
       (504) 586-7117
(Name, address, including zip code,
and telephone number, including area code,
 of agent for service)

                      ------------------------------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                       Proposed                Proposed
                                                                       maximum                 maximum
                Title of each                           Amount         offering                aggregate
             class of securities                         to be         price per               offering                Amount of
              to be registered                        registered        unit(1)                price(1)             registration fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                <C>                    <C>                   <C>
Common Stock.................................       192,552 shares       $31.56               $6,076,941.12               $2,096
====================================================================================================================================
<FN>
(1)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rule 457(c), based on the average of the high and low sales
         prices per share of the Common Stock on March 6, 1996.
</FN>
</TABLE>

5025_1

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents  filed by the Company with the  Securities and
Exchange  Commission  ("SEC")  pursuant to the  Securities  Exchange Act of 1934
("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, 1994,  (including portions of the Company's Proxy Statement for the
1995 annual meeting of shareholders stated therein to be incorporated therein by
reference).

         (2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995.

         (3) The  description  of the  Company's  Common  Stock set forth in its
Current  Report on Form 8-K dated January 19, 1996 filed  pursuant to Section 13
of the Exchange Act.

         All documents subsequently filed by the Company pursuant to Section 13,
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 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 any other subsequently filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statements  so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.


ITEM 4.  DESCRIPTION OF SECURITIES.

         This item is not  applicable  because  the Common  Stock is  registered
under Section 12 of the Exchange Act.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         No expert named in the  Registration  Statement  as having  prepared or
certified  any part thereof or counsel for the Company  named as having given an
opinion on the validity of the  securities  registered or other legal matters in
connection with the registration or offering of such securities was employed for
such purpose on a contingent  basis,  or had or is to receive in connection with
the offering a substantial or direct or indirect interest in the Company or any

5025_1
                                                        -1-

<PAGE>



of its  subsidiaries,  or was connected to the Company or its  subsidiaries as a
promoter, underwriter, voting trustee, director, officer or employee.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The  corporation  laws of  Louisiana  and  the  Company's  Articles  of
Incorporation and Bylaws provide for  indemnification  of directors and officers
in  a  variety  of  circumstances,  which  may  include  liabilities  under  the
Securities Act of 1933, and limitation of liability of a director to the Company
or its  shareholders  for monetary  damages  unless the director  failed to meet
specified standards of conduct.

         The Company has insurance  covering  expenditures  which might arise in
connection  with its lawful  indemnification  of its  directors and officers for
certain of their liabilities and expenses. Directors and officers of the Company
also have insurance  which insures them against  certain other  liabilities  and
expenses.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         This item is not applicable because no restricted  securities are to be
reoffered or resold pursuant to this Registration Statement.


ITEM 8.  EXHIBITS.

        5.1       Opinion  of Phelps Dunbar as to the legality of the securities
                  being registered

       23.1       Consent of Arthur Andersen & Co.

       23.2       Consent of Phelps Dunbar (included in Exhibit 5)

       24.1       Power  of  Attorney  (included  on  signature  page  of   this
                  Registration Statement)


ITEM 9.  UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

         (1) To file,  during  any  period in which  offers of shares  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 of 1933;


5025_1
                                       -2-

<PAGE>
                  (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;

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

         (4)  If  the  registration  is a  foreign  private  issuer,  to  file a
post-effective  amendment to the registration statement to include any financial
statements  required by Rule 3-19 of Regulation  S-X at the start of any delayed
offering or throughout a continuous offering.

         (5) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.

         (6)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the 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 submit to a
court of appropriate  jurisdiction the question whether such  indemnification by
it is against  public policy as expressed in the Act and will be governed by the
final adjudication of such issue.


5025_1
                                       -3-

<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New Orleans, State of Louisiana, on this 24th day of
January, 1996.


                                            WHITNEY HOLDING CORPORATION



                                            By:      /s/ William L. Marks
                                              ----------------------------------
                                                     William L. Marks
                                                     Chairman of the Board


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  immediately below constitutes and appoints Edward B Grimball,  his true
and lawful attorney-in-fact and agent, with full power of substitution,  for him
and in his 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  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every act and thing  requisite  and  necessary  to be done,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all  that  said  attorney-in-fact  and  agent or his  substitute  or
substitutes may lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
           Signature                                      Title                                 Date
    ---------------------------                 ------------------------------               ----------------
    <S>                                         <C>                                          <C>  
    /s/ William L. Marks                            Chairman of the Board                   January 24, 1996
    ---------------------------
        William L. Marks                         and Chief Executive Officer



    /s/ R. King Milling                             Director and President                   January 24, 1996
   ------------------------------
           R. King Milling


5025_1
                                       S-1

<PAGE>

           Signature                                      Title                                 Date
    ---------------------------                 ------------------------------               ----------------
    <S>                                         <C>                                          <C>  

     /s/ Edward B. Grimball                      Executive Vice President and                January 24, 1996
    ----------------------------
         Edward B. Grimball                        Chief Financial Officer
                                                 (Principal Financial Officer)

      /s/ Michael D. Charbonnet                                                              January 24, 1996
     ---------------------------
        Michael D. Charbonnet                   (Principal Accounting Officer)


     /s/ Harry J. Blumenthal, Jr.                          Director                          January 24, 1996
    -----------------------------
      Harry J. Blumenthal, Jr.


    /s/ Joel B. Bullard, Jr.                               Director                          January 24, 1996
   -------------------------------
        Joel B. Bullard, Jr.


     /s/ James M. Cain                                     Director                          January 24, 1996
    -----------------------------
            James M. Cain


   -----------------------------                           Director                          January 24, 1996
         Angus R. Cooper, II


     /s/ Robert H. Crosby, Jr.                             Director                          January 24, 1996
    -----------------------------
        Robert H. Crosby, Jr.


     /s/ Richard B. Crowell                                Director                          January 24, 1996
    -----------------------------
         Richard B. Crowell


     /s/ William A. Hines                                  Director                          January 24, 1996
    -----------------------------
          William A. Hines


     /s/ Robert E. Howson                                  Director                          January 24, 1996
    ----------------------------
          Robert E. Howson


    -----------------------------                          Director                          January 24, 1996
            John J. Kelly



5025_1
                                       S-2

<PAGE>

           Signature                                      Title                                 Date
    ---------------------------                 ------------------------------               ----------------
    <S>                                         <C>                                          <C>  
     /s/ E. James Kock, Jr.                                Director                          January 24, 1996
    -----------------------------
         E. James Kock, Jr.


    /s/ John G. Phillips                                   Director                          January 24, 1996
   -------------------------------
          John G. Phillips


     /s/ John K. Roberts, Jr.                              Director                          January 24, 1996
    ------------------------------
        John K. Roberts, Jr.


    /s/ W. P. Snyder III                                   Director                          January 24, 1996
   ------------------------------
          W. P. Snyder III


     /s/ Warren K. Watters                                 Director                          Janaury 24, 1996
    ----------------------------
          Warren K. Watters

</TABLE>


5025_1
                                       S-3

<PAGE>


                                  March 7, 1996







                                                                       8916-0032


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

         Re:      Whitney Holding Corporation
                  Registration Statement on Form S-8

Ladies and Gentlemen:

         We have acted as counsel to Whitney Holding Corporation (the "Company")
in connection with the preparation of a Registration  Statement on Form S-8 (the
"Registration  Statement") filed by the Company with the Securities and Exchange
Commission (the  "Commission") with respect to the issuance by the Company of up
to 192,552 shares (the "Company  Shares") of the Company's  common stock, no par
value in  connection  with the  assumption  of stock  options held by the former
directors and executive officers of First Citizens Bancstock, Inc. 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

18943_1

<PAGE>


of the opinion  that the Company  Shares have been duly  authorized,  and,  when
issued and sold upon the terms described in the Registration Statement,  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 or the General Rules and  Regulations  of the Commission
thereunder.

                                                     Very truly yours,



                                                     PHELPS DUNBAR, L.L.P


VB:mpf


18943_1

<PAGE>


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS




To the Board of Directors
Whitney Holding Corporation

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this  registration  statement of our report dated  January 13, 1995
(except with respect to the matter  discussed in the last  paragraph of Note 14,
as to which  the  date is  February  17,  1995),  included  in  Whitney  Holding
Corporation's  Form  10-K for the  year  ended  December  31,  1994,  and to all
references to our Firm included in this registration statement.




                               ARTHUR ANDERSEN LLP

New Orleans, Louisiana
March 7, 1996
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22637}]
{"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": "333-01591", "film-number": "96533141"}, "business-address": {"street1": "228 ST CHARLES AVE", "city": "NEW ORLEANS", "state": "LA", "zip": "70130", "phone": "5045867272"}, "mail-address": {"street1": "228 ST CHARLES AVE", "city": "NEW ORLEANS", "state": "LA", "zip": "70130"}}
As filed with the Securities and Exchange Commission on March 8, 1996
                         Registration No. 33-__________
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

                       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                                 (I.R.S. Employer
jurisdiction of incorporation                       Identification Number)
     or organization)
                             228 St. Charles Avenue
                          New Orleans, Louisiana 70130
                                 (504) 586-7272
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                      ------------------------------------

                           WHITNEY HOLDING CORPORATION
                         ASSUMPTION OF STOCK OPTIONS OF
                         FIRST CITIZENS BANCSTOCK, INC.
                            (Full title of the Plan)

                      ------------------------------------

     EDWARD B. GRIMBALL                           Copy to:
  Executive-Vice President                     VIRGINIA BOULET
 and Chief Financial Officer                    Phelps Dunbar
 Whitney Holding Corporation                    Texaco Center
   228 St. Charles Avenue                    400 Poydras Street
New Orleans, Louisiana  70130         New Orleans, Louisiana  70130-3245
       (504) 586-7117
(Name, address, including zip code,
and telephone number, including area code,
 of agent for service)

                      ------------------------------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                       Proposed                Proposed
                                                                       maximum                 maximum
                Title of each                           Amount         offering                aggregate
             class of securities                         to be         price per               offering                Amount of
              to be registered                        registered        unit(1)                price(1)             registration fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock.................................       192,552 shares       $31.56               $6,076,941.12               $2,096
====================================================================================================================================
(1)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rule 457(c), based on the average of the high and low sales
         prices per share of the Common Stock on March 6, 1996.
5025_1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents  filed by the Company with the  Securities and
Exchange  Commission  ("SEC")  pursuant to the  Securities  Exchange Act of 1934
("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, 1994,  (including portions of the Company's Proxy Statement for the
1995 annual meeting of shareholders stated therein to be incorporated therein by
reference).

         (2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995.

         (3) The  description  of the  Company's  Common  Stock set forth in its
Current  Report on Form 8-K dated January 19, 1996 filed  pursuant to Section 13
of the Exchange Act.

         All documents subsequently filed by the Company pursuant to Section 13,
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 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 any other subsequently filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statements  so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         This item is not  applicable  because  the Common  Stock is  registered
under Section 12 of the Exchange Act.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         No expert named in the  Registration  Statement  as having  prepared or
certified  any part thereof or counsel for the Company  named as having given an
opinion on the validity of the  securities  registered or other legal matters in
connection with the registration or offering of such securities was employed for
such purpose on a contingent  basis,  or had or is to receive in connection with
the offering a substantial or direct or indirect interest in the Company or any

5025_1
                                                        -1-
of its  subsidiaries,  or was connected to the Company or its  subsidiaries as a
promoter, underwriter, voting trustee, director, officer or employee.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The  corporation  laws of  Louisiana  and  the  Company's  Articles  of
Incorporation and Bylaws provide for  indemnification  of directors and officers
in  a  variety  of  circumstances,  which  may  include  liabilities  under  the
Securities Act of 1933, and limitation of liability of a director to the Company
or its  shareholders  for monetary  damages  unless the director  failed to meet
specified standards of conduct.

         The Company has insurance  covering  expenditures  which might arise in
connection  with its lawful  indemnification  of its  directors and officers for
certain of their liabilities and expenses. Directors and officers of the Company
also have insurance  which insures them against  certain other  liabilities  and
expenses.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         This item is not applicable because no restricted  securities are to be
reoffered or resold pursuant to this Registration Statement.

ITEM 8.  EXHIBITS.

        5.1       Opinion  of Phelps Dunbar as to the legality of the securities
                  being registered

       23.1       Consent of Arthur Andersen & Co.

       23.2       Consent of Phelps Dunbar (included in Exhibit 5)

       24.1       Power  of  Attorney  (included  on  signature  page  of   this
                  Registration Statement)

ITEM 9.  UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

         (1) To file,  during  any  period in which  offers of shares  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 of 1933;

5025_1
                                       -2-
(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;

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

         (4)  If  the  registration  is a  foreign  private  issuer,  to  file a
post-effective  amendment to the registration statement to include any financial
statements  required by Rule 3-19 of Regulation  S-X at the start of any delayed
offering or throughout a continuous offering.

         (5) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.

         (6)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the 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 submit to a
court of appropriate  jurisdiction the question whether such  indemnification by
it is against  public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

5025_1
                                       -3-
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New Orleans, State of Louisiana, on this 24th day of
January, 1996.

                                            WHITNEY HOLDING CORPORATION

                                            By:      /s/ William L. Marks
                                              ----------------------------------
                                                     William L. Marks
                                                     Chairman of the Board

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  immediately below constitutes and appoints Edward B Grimball,  his true
and lawful attorney-in-fact and agent, with full power of substitution,  for him
and in his 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  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every act and thing  requisite  and  necessary  to be done,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all  that  said  attorney-in-fact  and  agent or his  substitute  or
substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
Signature                                      Title                                 Date
    ---------------------------                 ------------------------------               ----------------
/s/ William L. Marks                            Chairman of the Board                   January 24, 1996
    ---------------------------
        William L. Marks                         and Chief Executive Officer

    /s/ R. King Milling                             Director and President                   January 24, 1996
   ------------------------------
           R. King Milling

5025_1
                                       S-1
Signature                                      Title                                 Date
    ---------------------------                 ------------------------------               ----------------
/s/ Edward B. Grimball                      Executive Vice President and                January 24, 1996
    ----------------------------
         Edward B. Grimball                        Chief Financial Officer
                                                 (Principal Financial Officer)

      /s/ Michael D. Charbonnet                                                              January 24, 1996
     ---------------------------
        Michael D. Charbonnet                   (Principal Accounting Officer)

     /s/ Harry J. Blumenthal, Jr.                          Director                          January 24, 1996
    -----------------------------
      Harry J. Blumenthal, Jr.

    /s/ Joel B. Bullard, Jr.                               Director                          January 24, 1996
   -------------------------------
        Joel B. Bullard, Jr.

     /s/ James M. Cain                                     Director                          January 24, 1996
    -----------------------------
            James M. Cain

   -----------------------------                           Director                          January 24, 1996
         Angus R. Cooper, II

     /s/ Robert H. Crosby, Jr.                             Director                          January 24, 1996
    -----------------------------
        Robert H. Crosby, Jr.

     /s/ Richard B. Crowell                                Director                          January 24, 1996
    -----------------------------
         Richard B. Crowell

     /s/ William A. Hines                                  Director                          January 24, 1996
    -----------------------------
          William A. Hines

     /s/ Robert E. Howson                                  Director                          January 24, 1996
    ----------------------------
          Robert E. Howson

    -----------------------------                          Director                          January 24, 1996
            John J. Kelly

5025_1
                                       S-2
Signature                                      Title                                 Date
    ---------------------------                 ------------------------------               ----------------
/s/ E. James Kock, Jr.                                Director                          January 24, 1996
    -----------------------------
         E. James Kock, Jr.

    /s/ John G. Phillips                                   Director                          January 24, 1996
   -------------------------------
          John G. Phillips

     /s/ John K. Roberts, Jr.                              Director                          January 24, 1996
    ------------------------------
        John K. Roberts, Jr.

    /s/ W. P. Snyder III                                   Director                          January 24, 1996
   ------------------------------
          W. P. Snyder III

     /s/ Warren K. Watters                                 Director                          Janaury 24, 1996
    ----------------------------
          Warren K. Watters
5025_1
                                       S-3
March 7, 1996

                                                                       8916-0032

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

         Re:      Whitney Holding Corporation
                  Registration Statement on Form S-8

Ladies and Gentlemen:

         We have acted as counsel to Whitney Holding Corporation (the "Company")
in connection with the preparation of a Registration  Statement on Form S-8 (the
"Registration  Statement") filed by the Company with the Securities and Exchange
Commission (the  "Commission") with respect to the issuance by the Company of up
to 192,552 shares (the "Company  Shares") of the Company's  common stock, no par
value in  connection  with the  assumption  of stock  options held by the former
directors and executive officers of First Citizens Bancstock, Inc. 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

18943_1
of the opinion  that the Company  Shares have been duly  authorized,  and,  when
issued and sold upon the terms described in the Registration Statement,  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 or the General Rules and  Regulations  of the Commission
thereunder.

                                                     Very truly yours,

                                                     PHELPS DUNBAR, L.L.P

VB:mpf

18943_1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors
Whitney Holding Corporation

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this  registration  statement of our report dated  January 13, 1995
(except with respect to the matter  discussed in the last  paragraph of Note 14,
as to which  the  date is  February  17,  1995),  included  in  Whitney  Holding
Corporation's  Form  10-K for the  year  ended  December  31,  1994,  and to all
references to our Firm included in this registration statement.

                               ARTHUR ANDERSEN LLP

New Orleans, Louisiana
March 7, 1996