As filed with the Securities and Exchange Commission on June 27, 1997
                                                    Registration No. 333-_______
================================================================================

                       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
                    (Address of Principal Executive Offices)

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


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

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


                                                         Copy to:
      EDWARD B. GRIMBALL                          JOSEPH S. SCHWERTZ, JR., ESQ.
  Whitney Holding Corporation                      Whitney Holding Corporation
    228 St. Charles Avenue                           228 St. Charles Avenue
 New Orleans, Louisiana  70130                    New Orleans, Louisiana  70130
        (504) 586-7570                                 (504) 586-3596
 (Name, Address and Telephone
  Number of Agent for Service)

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


                         CALCULATION OF REGISTRATION FEE

====================================================================================================================================
                                                                      Proposed            Proposed
                                                                       Maximum             Maximum
             Title Of Securities                   Amount             Offering            Aggregate
              To Be Registered                      To Be             Price Per           Offering                Amount Of
                                                 Registered           Share(1)            Price(1)             Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                    <C>                <C>                       <C>      
Common Stock.................................  500,000 shares         $42.3125           $21,156,250               $6,410.98
====================================================================================================================================
<FN>
(1) Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as amended
(the  "Securities  Act"),  as permitted by Rule 457(h)(1) of the Securities Act,
based upon the average of high and low sales prices for the Company's  shares of
common stock as of June 25, 1997.
</FN>
</TABLE>



<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The  following  documents,  which have been  filed by  Whitney  Holding
Corporation  (the  "Company")  with the Securities and Exchange  Commission (the
"Commission")  pursuant to the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by this reference:

         (1) The Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1996,  filed with the  Commission  pursuant to Section 13(a) of the
Exchange Act;

         (2) The  Company's  Report on Form 8-K dated January 16, 1997 (Item 5 -
Other  Events)  announcing  the Company's  1996 earnings  together with selected
financial data for the three and 12-month periods ended December 31, 1996; and

         (3) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
March 31,  1997  filed with the  Commission  pursuant  to  Section  13(a) of the
Exchange Act.

         In addition,  all documents  subsequently filed by the Company pursuant
to Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act prior to the filing
by the Company of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,   shall  be  deemed  by  this  reference  to  be  incorporated  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.

         The  authorized  capital  stock of the Company  consists of  40,000,000
shares of common stock, no par value (the "Common  Stock"),  of which 20,724,915
were  outstanding  on May 15, 1997.  The following  description of the Company's
Common Stock is qualified in its entirety by reference to the Company's Articles
of  Incorporation  and Bylaws and to the applicable  provisions of the Louisiana
Business Corporation Law (the "LBCL").


39706_1
                                      II-1

<PAGE>



Common Stock

         Voting Rights - Non-cumulative  Voting. Holders of the Company's Common
Stock are  entitled  to one vote per share on all  matters to be voted on by the
shareholders.  Holders  of the  Company's  Common  Stock do not have  cumulative
voting rights. As a result, the holders of more than 50% of the Company's Common
Stock may elect all of the directors.

         Dividend Rights.  Holders of outstanding shares of the Company's Common
Stock are entitled to receive such dividends,  if any, as may be declared by the
Board of Directors, in its discretion, out of funds legally available therefor.

         Liquidation Rights. In the event of the liquidation of the Company, the
holders of the  Company's  Common  Stock are  entitled  to receive  pro rata any
assets distributable to shareholders in respect of their shares.

         Preemptive Rights.  Holders  of  the  Company's  Common  Stock  have no
preemptive rights to subscribe for additional shares of capital stock.

Directors

         The Board of Directors of the Company is divided into five classes,  as
nearly equal in number as possible, with members of each class to serve for five
years, and with one class being elected each year. Directors of the Company must
also be shareholders of the Company.  Any director of the Company may be removed
from office with or without cause only by the  affirmative  vote of at least 90%
of  the  voting  power  of the  Company  present  at a  special  meeting  of the
shareholders called for that purpose.  The quorum requirement for such a meeting
is 90% of the total voting power of the Company present in person or by proxy at
a special meeting called for that purpose.

         The  LBCL  permits  corporations  to (i)  include  provisions  in their
articles of  incorporation  that limit the personal  liability of directors  and
officers  for  monetary  damages  resulting  from  breaches of the duty of care,
subject to certain exceptions,  and (ii) indemnify directors and officers, among
others, in certain  circumstances for their expenses and liabilities incurred in
connection with defending pending or threatened suits. The Company's Articles of
Incorporation  include a provision  that  eliminates  the personal  liability of
directors and officers to the Company and its  shareholders for monetary damages
resulting  from  breaches  of the  duty  of care to the  full  extent  currently
permitted by the LBCL and further  provides that any amendment or repeal of that
provision  will not affect the  elimination  or  limitation  of  liability of an
officer or director with respect to conduct  occurring prior to the time of such
amendment or appeal.


39706_1
                                      II-2

<PAGE>



         The  Articles of  Incorporation  also provide for  indemnification  and
advancement  of  expenses  of any  officer,  director,  employee or agent of the
Company for any action taken in good faith by that officer,  director,  employee
or  agent.  Indemnification  in the case of  actions  by or in the  right of the
Company shall be limited to expenses actually and reasonably incurred in defense
or settlement  of the action.  The Board of Directors,  in its  discretion,  may
choose to provide further indemnification to officers, directors,  employees and
agents of the Company.

         The  Articles of  Incorporation  and By-laws  authorize  the Company to
maintain  insurance covering the actions of its officers,  directors,  employees
and agents,  and its Bylaws  provide for  indemnification  to the fullest extent
allowed under the LBCL.

         No amendment to the Company's  Articles may amend any of the provisions
thereof  relating to the Board of Directors  unless such amendment  receives the
affirmative  vote of 90% of the voting power present at a  shareholders  meeting
for which there is a quorum as described above; provided, however, that such 90%
vote  is  not  required  for  any  amendment  unanimously   recommended  to  the
shareholders by the Board of Directors at a time when there is no Related Person
(as defined below).

Supermajority and Fair Price Provisions

         Supermajority Provisions. The Articles of Incorporation contain certain
provisions designed to provide safeguards for shareholders when a Related Person
(as defined below) attempts to effect a Business  Combination (as defined below)
with the Company.  In general, a Business  Combination between the Company and a
Related Person must be approved by the  affirmative  vote of at least 90% of the
voting power of the Company present at a shareholders  meeting, at which meeting
at least 90% of the total  voting power of the Company must be present in person
or by proxy to constitute a quorum,  unless certain minimum price and procedural
requirements  are  satisfied  and the Board of  Directors of the Company has the
opportunity  to  state  its  recommendations  to  the  shareholders  in a  proxy
statement.  If these  requirements  are satisfied,  only the affirmative vote of
two-thirds of the voting power present or represented at a shareholders  meeting
of the Company (the quorum for which would be the presence in person or by proxy
of a majority of the total voting power of the Company) would be required.

         A "Related Person" is defined as any person who,  together with certain
persons  related  to him or it,  is the  beneficial  owner of 10% or more of the
outstanding  shares of the  Company's  stock  entitled to vote in  elections  of
directors.  The term "beneficial  owner" includes persons directly or indirectly
owning or having the right to acquire or vote the stock of the Company.


39706_1
                                      II-3

<PAGE>



         A "Business Combination" includes the following  transactions:  (1) any
merger or consolidation  involving the Company or its principal subsidiary;  (2)
any  sale or  lease  by the  Company  or its  principal  subsidiary  of all or a
substantial  part of its assets;  or (3) any sale or lease to the Company or any
of its  subsidiaries  of any  assets  of any  Related  Person  in  exchange  for
securities of the Company or its principal subsidiary.

         Fair Price  Provisions.  There is no requirement that 90% of the voting
power present of the Company  approve a Business  Combination  between a Related
Person and the Company if all of the requirements described below are satisfied:

         (1) Minimum Price Requirement.  The cash, or fair market value of other
consideration,  to be  received  per share by  shareholders  of the  Company  in
connection  with the  Business  Combination  must  bear  the  same or a  greater
percentage  relationship  to the  market  price of the  Company's  Common  Stock
immediately  prior  to the  announcement  of such  Business  Combination  as the
highest per share price (including brokerage commissions and soliciting dealers'
fees) that the Related Person has theretofore  paid for any of the shares of the
Company's  Common  Stock  already  owned by it bears to the market  price of the
Company's Common Stock  immediately prior to the commencement of the acquisition
of the Company's Common Stock by the Related Person.  In addition,  the cash, or
fair  market  value  of  other  consideration,  to  be  received  per  share  by
shareholders of the Company in such Business  Combination  must not be less than
(i) the highest per share price (including brokerage  commissions and soliciting
dealers'  fees) paid by the Related  Person in acquiring  any of its holdings of
the  Company's  Common Stock and (ii) the  earnings  per share of the  Company's
Common Stock for the four full consecutive fiscal quarters immediately preceding
the  record  date  for  solicitation  of  votes  on such  Business  Combination,
multiplied by the then price/earnings multiple (if any) of the Related Person as
customarily computed and reported in the financial community.

         (2) Procedural Requirements. The following procedural requirements must
be satisfied at all times after the Related Person becomes a Related Person: (i)
the Related Person shall have taken steps to ensure that the Company's  Board of
Directors  included at all times  representation  by  Continuing  Directors  (as
defined below) proportionate to the stockholdings of the Company's  shareholders
not affiliated with the Related Person;  (ii) there shall have been no reduction
in the rate of dividends paid on the shares of the Company's Common Stock unless
otherwise  approved by unanimous vote of the directors  (iii) the Related Person
shall not have acquired any newly issued shares of the Company's stock, directly
or indirectly,  except upon conversion of convertible  securities acquired by it
prior to becoming a Related Person or as a result of a prorata stock dividend or
stock split;  and (iv) the Related Person shall not have acquired any additional
shares  of the  Company's  Common  Stock  or  securities  convertible  into  the
Company's  Common Stock except as part of the  transaction by which such Related
Person became a Related Person.


39706_1
                                      II-4

<PAGE>



         A "Continuing Director" includes a person who was a member of the Board
of Directors of the Company elected by the shareholders prior to the time that a
Related  Person  acquired  in excess of 10% of the  stock of the  Company,  or a
person recommended to succeed a Continuing  Director by a majority of Continuing
Directors.

         (3) Actions  Prior to  Becoming a Related  Person.  The Related  Person
shall  not have  (i)  received  the  benefit,  directly  or  indirectly  (except
proportionately as a shareholder), of any loans, advances,  guarantees,  pledges
or other financial  assistance or tax credits  provided by the Company;  or (ii)
made any major  change in the  Company's  business or equity  capital  structure
without the unanimous  approval of the Board of Directors,  in either case prior
to the consummation of the Business Combination.

         (4) Proxy Statement.  A proxy statement  responsive to the requirements
of the Exchange Act shall be mailed to all  shareholders  of the Company for the
purpose of soliciting shareholder approval of the Business Combination and shall
contain at the front thereof,  in a prominent place, any  recommendations  as to
the  advisability  (or  inadvisability)  of the  Business  Combination  that the
Continuing  Directors,  or any of them,  may  choose  to  state,  and if  deemed
advisable by a majority of the Continuing  Directors,  an opinion of a reputable
investment  banking  firm  as to the  fairness  (or  not) of the  terms  of such
Business  Combination  from the  point of view of  shareholders  other  than the
Related Person.

         (5) Vote Necessary to Amend Articles of Incorporation.  The Articles of
Incorporation provide that the affirmative vote of the holders of 90% or more of
the voting power present at a  shareholders  meeting for which there is a quorum
as  described  above is  required  in order to amend the fair price  provisions,
provided that only a vote of the holders of a majority of the total voting power
of the Company is required if the action to amend is unanimously  recommended to
shareholders  by the Board of  Directors if all such  directors  are persons who
would be eligible to serve as Continuing Directors.

         Purposes and Effect of  Supermajority  and Fair Price  Provisions.  The
fair price  provisions  are  designed  to  prevent a  purchaser  from  utilizing
two-tier  pricing and similar  inequitable  tactics in the event of an attempted
takeover  of the  Company.  In the absence of the  supermajority  and fair price
provisions,  a  purchaser  who  acquired  control of the  Company  would be in a
position, by virtue of such control, to compel minority shareholders to accept a
lower price or a less desirable form of  consideration  than that given to other
shareholders.

         The effect of the  provisions  is to  encourage  any Related  Person or
potential Related Person  interested in a Business  Combination to negotiate the
terms of such  transaction  with the Board of Directors of the Company  prior to
its acquisition of a substantial  amount of the capital stock of the Company and
in a context  that  would  provide  adequate  time and  information  so that all
relevant considerations would receive the requisite attention and, if

39706_1
                                      II-5

<PAGE>



necessary,  publicity.  The Board of Directors of the Company  believes that the
Continuing  Directors  of the Company are likely to be more  knowledgeable  than
individual  shareholders  in assessing the business and prospects of the Company
and are  accordingly  better  able to  negotiate  effectively  with the  Related
Person.  Also, the provisions  should help to protect those  shareholders who by
choice or for lack of adequate opportunity did not sell shares in the first step
of a  two-tiered  offer,  by  ensuring  that a fair  price  will  be paid to the
shareholders  in the second step of the two-tiered  transaction if, but only if,
the Related Person elects to initiate a second step.

         It should be noted,  however,  that tender  offers are usually  made at
premium  prices  above the  prevailing  market  price of a company's  stock.  In
addition, acquisitions of stock by persons attempting to acquire control through
market  purchases may cause the market price of the stock  temporarily  to reach
levels that are higher than would  otherwise be the case.  Because of the higher
percentage  requirements  for  shareholder  approval of any subsequent  Business
Combination,  and the  possibility  of  having  to pay a  higher  price to other
shareholders  in such a Business  Combination,  it may become  more costly for a
purchaser to acquire control of the Company.  The Articles of Incorporation  may
discourage such purchases, particularly those for less than all of the shares of
the Company,  and may therefore deprive holders of the Company's Common Stock of
an  opportunity  to sell their stock at a temporarily  higher  market  price.  A
potential  purchaser of stock seeking to obtain  control may also be discouraged
from purchasing stock because a supermajority shareholder vote would be required
in order to change or  eliminate  the fair price  protection  provisions  in the
Articles of Incorporation.

         Although the  supermajority  and fair price  provisions are designed to
assure  fair  treatment  of all  shareholders  in the event of a  takeover,  the
provisions may also adversely affect the ability of shareholders to benefit from
certain transactions that are opposed by the Board of Directors of the Company.

         In  certain  instances,  the fair  price  provisions,  while  providing
objective pricing  criteria,  could be arbitrary and not indicative of value. In
addition,  a Related Person may be unable, as a practical matter, to comply with
all of the procedural  requirements of the Articles of  Incorporation.  In these
circumstances,  a potential  purchaser  would be forced either to negotiate with
the  Continuing  Directors and offer terms  acceptable to them or to abandon the
proposed Business Combination.

         Under the fair price provisions,  in certain circumstances,  a Business
Combination  that  might  be  attractive  to some  shareholders  might  never be
proposed to the shareholders by a Related Person,  or if proposed,  might not be
consummated.  Further,  the provisions  may, under certain  circumstances,  give
holders  of a  minority  of the  voting  power  a  veto  power  over a  Business
Combination  that  the  majority  of  shareholders  may  believe  desirable  and
beneficial.  To the  Company's  knowledge,  on December 31, 1996,  directors and
executive

39706_1
                                      II-6

<PAGE>



officers of the Company's  beneficially  owned  approximately  2,001,339  shares
(approximately 9.6%) of the Company's  outstanding Common Stock.  Therefore,  it
may be  difficult or  impossible  for a Related  Person to secure the  necessary
supermajority vote without management's approval.

         Since only the  Continuing  Directors  will have the authority to avoid
the  requirement  of  a  supermajority  shareholder  vote  to  approve  Business
Combinations if otherwise  applicable,  the provisions also may tend to insulate
management  against the  possibility  of removal in the event of a takeover bid.
Further,  if the Related Person were to replace all of the directors who were in
office on the date it became a Related  Person (which it could not be assured of
accomplishing  for at least four years  because of the Board's  classification),
there would be no Continuing  Directors and,  consequently,  the 90% shareholder
vote  requirement  would apply to any Business  Combination,  unless the minimum
price and procedural requirements were satisfied.

         Federal   securities  laws  and  regulations   applicable  to  Business
Combinations govern the disclosure required to be made to minority  shareholders
in order to consummate  certain  Business  Combinations.  However,  the laws and
regulations do not assure that the terms of a Business  Combination will be fair
from  a  financial   standpoint.   The  LBCL   provides   that,   under  certain
circumstances, the affirmative vote of the holders of at least 80% of the voting
power of a Louisiana  corporation is necessary in order to approve certain types
of business  combinations with a related party unless the shareholders receive a
price for their shares as set forth in the LBCL and certain other conditions are
met. While the fair price  protection  provisions of the LBCL would apply to any
Business  Combination  involving the Company and a Related  Party,  the Board of
Directors of the Company believes that the fair price provisions in the Articles
of  Incorporation  provide  additional  assurance that the  shareholders  of the
Company  will  receive  an  equitable  price  for  their  shares  if a  Business
Combination is consummated.

Considerations in Change of Control

         The  LBCL  authorizes  the  Board of  Directors  of the  Company,  when
considering  any  proposal  to  acquire  control  of the  Company,  to take into
account,  among other  enumerated  factors and any other factors the Board deems
relevant,   the  interests  of  the  Company's  employees,   creditors  and  the
communities  in which  the  Company  conducts  its  business,  as well as purely
financial interests of the Company's shareholders.

Amendment of Articles of Incorporation

         Except for the 90% vote required to amend any provision of the Articles
of  Incorporation  relating  to the Board of  Directors  of the  Company  or the
supermajority and fair price provisions  contained therein, the affirmative vote
of at least a majority of the total

39706_1
                                      II-7

<PAGE>



voting power of the Company (i.e., a majority of the  outstanding  shares of the
Company's  Common  Stock),  at a meeting the quorum for which is the presence in
person or by proxy of a majority of the total voting power, is required to amend
the Articles of  Incorporation.  See " -- Directors" and " -- Supermajority  and
Fair Price Provisions," above.

Amendment of By-laws

         The  Company's  By-Laws may be amended or  repealed by the  affirmative
vote  of a  majority  of  the  Board  of  Directors  of  the  Company  or by the
affirmative  vote of at least a  majority  of the votes cast at a meeting of the
shareholders of the Company.

Shareholders Meetings

         Shareholders  holding  not less than 20% of the  outstanding  Company's
Common Stock may require the Company to call a meeting of its shareholders.

Louisiana Control Share Acquisition Statute

         The LBCL Control  Share  Acquisition  Statute  provides that any shares
acquired by a person or group (an "Acquiror") in an acquisition that causes such
person or group to have the power to direct the  exercise of voting power in the
election of directors  in excess of 20%,  33-1/3% or 50%  thresholds  shall have
only such voting  power as shall be accorded by the holders of all shares  other
than Interested Shares (as defined below) at a meeting called for the purpose of
considering  the voting  power to be accorded  to shares  held by the  Acquiror.
"Interested Shares" include all shares as to which the Acquiror,  any officer of
the  Company  and any  director  of the  Company  who is also an employee of the
Company may  exercise or direct the  exercise of voting  power.  If a meeting of
shareholders is held to consider the voting rights to be accorded to an Acquiror
and the  shareholders  do not vote to accord voting  rights to such shares,  the
Company may have the right to redeem the shares held by the  Acquiror  for their
fair market value.

Item 5.           Interest of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

         Section  83 of  the  LBCL  provides  in  part  that a  corporation  may
indemnify any director,  officer,  employee or agent of the corporation  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred  by him in  connection  with any
action,  suit or proceeding to which he is or was a party or is threatened to be
made a party (including any action by or in the right of the corporation),

39706_1
                                      II-8

<PAGE>



if such action arises out of his acts on behalf of the  corporation and he acted
in good faith not opposed to the best  interests of the  corporation,  and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.

         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   Articles  of  Incorporation  and  Bylaws  provide  for
indemnification  for  directors,   officers,  employees  and  agents  or  former
directors,  officers,  employees  and agents of the  Company to the full  extent
permitted by Louisiana law.

         The Company maintains an insurance policy covering the liability of its
directors and officers for actions taken in their official capacity.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions or otherwise,  the Company has 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.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.

         4.1      Articles of  Incorporation of the Company dated July 20, 1961,
                  as amended on May 23, 1962, as amended on February 9, 1971, as
                  amended on April 26,  1978,  as amended on February  14, 1984,
                  and   as  amended  on  February  11,  1987.   (Incorporated by
                  reference to the Company's March 31, 1993 Form 10-Q.)

         4.2      Bylaws  of  the Company as amended through September 25, 1991.
                  (Incorporated by reference to the Company's 1996 Form 10-K.)

         5.1      Opinion  of  Phelps  Dunbar, L.L.P. as  to the legality of the
                  securities being registered.

         23.1     Consent of Arthur Andersen & Co.

         23.2     Consent of Phelps Dunbar, L.L.P. (included in Exhibit 5).

39706_1
                                      II-9

<PAGE>




         24.1     Power of Attorney  (included  on  the  Signature Page attached
                  hereto).

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;

                  (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) 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.

         (5)  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

39706_1
                                      II-10

<PAGE>



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.



39706_1
                                      II-11

<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  28th day of
May, 1997.


                                                     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 and          May 28, 1997
William L. Marks                 Chief Executive Officer


39706_1
                                      II-12

<PAGE>



/s/ R. King Milling              Director and President             May 28, 1997
-------------------------------
R. King Milling


/s/ Edward B. Grimball           Executive Vice President and       May 28, 1997
-------------------------------  Chief Financial Officer
Edward B. Grimball               (Principal Financial Officer
                                 and Principal Accounting Officer)

/s/ James M. Cain
-------------------------------  Director                           May 28, 1997
James M. Cain

/s/ Guy C. Billips, Jr.
-------------------------------  Director                           May 28, 1997
Guy C. Billups, Jr.

/s/ Harry J. Blumenthal, Jr.
-------------------------------  Director                           May 28, 1997
Harry J. Blumenthal, Jr.

Joel B. Bullard, Jr.
-------------------------------  Director                           May 28, 1997
Joel B. Bullard, Jr.


-------------------------------  Director                           May 28, 1997
Angus R. Cooper, II

/s/ Robert H. Crosby, Jr.
-------------------------------  Director                           May 28, 1997
Robert H. Crosby, Jr.

/s/ Richard B. Crowell
-------------------------------  Director                           May 28, 1997
Richard B. Crowell

/s/ Camille A. Cutrone
-------------------------------  Director                           May 28, 1997
Camille A. Cutrone



39706_1
                                      II-13

<PAGE>

/s/ William A. Hines
-------------------------------  Director                           May 28, 1997
William A. Hines

/s/ Robert E. Howson
-------------------------------  Director                           May 28, 1997
Robert E. Howson

/s/ John J. Kelly
-------------------------------  Director                           May 28, 1997
John J. Kelly

/s/ E. James Kock, Jr.
-------------------------------  Director                           May 28, 1997
E. James Kock, Jr.

/s/ Alfred S. Lippman
-------------------------------  Director                           May 28, 1997
Alfred S. Lippman

/s/ John G. Phillips
-------------------------------  Director                           May 28, 1997
John G. Phillips

/s/ John K. Roberts, Jr.
-------------------------------  Director                           May 28, 1997
John K. Roberts, Jr.

/s/ W. Pl Snyder, III
-------------------------------  Director                           May 28, 1997
W. P. Snyder, III

/s/ Carroll W. Suggs
-------------------------------  Director                           May 28, 1997
Carroll W. Suggs

/s/ Warren K. Watters
-------------------------------  Director                           May 28, 1997
Warren K. Watters



39706_1
                                      II-14

<PAGE>

                     [LETTERHEAD OF PHELPS DUNBAR, L.L.P.]

                                                                     EXHIBIT 5.1



                                  June 26, 1997



                                                                          8916-8

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,  a Louisiana
corporation  (the  "Company"),  in  connection  with the  Company's  filing of a
Registration  Statement  on Form S-8  (the  "Registration  Statement")  with the
Securities  and  Exchange  Commission  (the   "Commission"),   pursuant  to  the
Securities  Act of 1933,  as amended (the  "Act").  The  Registration  Statement
relates to the  registration by the Company of an aggregate of 500,000 shares of
its common stock, no par value (the  "Shares"),  to be offered and sold pursuant
to the terms of the Whitney Holding  Corporation  1997 Long-Term  Incentive Plan
(the "Plan").

         As counsel to the Company,  we have examined  original,  photostatic or
certified copies of the following  documents:  (i) the  Registration  Statement,
(ii) the Articles of Incorporation of the Company, as amended,  (iii) the Bylaws
of the Company,  as amended,  (iv) the Plan, (v) excerpts of minutes of meetings
of  the  Company's  Board  of  Directors,   and  (vi)  such  other  instruments,
agreements, and certificates as we have deemed necessary or appropriate.

         In performing  our  examination,  we have assumed  without  inquiry 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 with originals of all documents submitted to
us as 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. We have also  assumed
that all Shares  issued  pursuant  to the Plan will be issued for  consideration
deemed to be adequate


<PAGE>


Whitney Holding Corporation
June 26, 1997
Page 2


by  the  Company's  Board  of  Directors.  We  have relied as to certain factual
matters on representations made to us by officers of the Company.

         Based upon the foregoing and the further  qualifications  stated below,
we are of the opinion that the Shares have been duly authorized and, when issued
and sold  pursuant  to the terms and  conditions  of the Plan,  will be  validly
issued, fully paid and nonassessable.

         The foregoing  opinion is 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  jurisdiction.  Furthermore,  no
opinion is  expressed  herein as to the effect of any future acts of the Company
or changes in existing law. The opinions expressed herein are rendered as of the
date hereof, and we do not undertake 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 opinion 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,  or a warranty  that a court  considering  such matters
would not rule in a manner contrary to the opinion set forth above.

         We hereby  consent to the filing of this opinion with the Commission as
an exhibit to the  Registration  Statement.  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 Act or the  General  Rules and  Regulations  of the  Commission
thereunder.

                                                     Very truly yours,



                                                     /s/ PHELPS DUNBAR, L.L.P.
                                                     PHELPS DUNBAR, L.L.P.



40092_1


<PAGE>


                                                                    EXHIBIT 23.1






                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
                    -----------------------------------------


As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this  registration  statement of our report dated  January 16, 1997
(except with respect to the matter  discussed in the first  paragraph of Note 16
as to  which  the  date is  February  28,  1997)  included  in  Whitney  Holding
Corporation's  Form  10-K  for the  year  ended  December  31,  1996  and to all
references to our Firm included in this registration statement.


                                                         /s/ ARTHUR ANDERSEN LLP

                                                        ARTHUR ANDERSEN LLP

New Orleans, Louisiana
June 26, 1997
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT 1997 LTIP", "secsgml_size_bytes": 44543}]
{"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": "333-30257", "film-number": "97632001"}, "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 June 27, 1997
                                                    Registration No. 333-_______
================================================================================

                       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
                    (Address of Principal Executive Offices)

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

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

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

                                                         Copy to:
      EDWARD B. GRIMBALL                          JOSEPH S. SCHWERTZ, JR., ESQ.
  Whitney Holding Corporation                      Whitney Holding Corporation
    228 St. Charles Avenue                           228 St. Charles Avenue
 New Orleans, Louisiana  70130                    New Orleans, Louisiana  70130
        (504) 586-7570                                 (504) 586-3596
 (Name, Address and Telephone
  Number of Agent for Service)

                      ------------------------------------
CALCULATION OF REGISTRATION FEE

====================================================================================================================================
                                                                      Proposed            Proposed
                                                                       Maximum             Maximum
             Title Of Securities                   Amount             Offering            Aggregate
              To Be Registered                      To Be             Price Per           Offering                Amount Of
                                                 Registered           Share(1)            Price(1)             Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock.................................  500,000 shares         $42.3125           $21,156,250               $6,410.98
====================================================================================================================================
(1) Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as amended
(the  "Securities  Act"),  as permitted by Rule 457(h)(1) of the Securities Act,
based upon the average of high and low sales prices for the Company's  shares of
common stock as of June 25, 1997.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The  following  documents,  which have been  filed by  Whitney  Holding
Corporation  (the  "Company")  with the Securities and Exchange  Commission (the
"Commission")  pursuant to the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by this reference:

         (1) The Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1996,  filed with the  Commission  pursuant to Section 13(a) of the
Exchange Act;

         (2) The  Company's  Report on Form 8-K dated January 16, 1997 (Item 5 -
Other  Events)  announcing  the Company's  1996 earnings  together with selected
financial data for the three and 12-month periods ended December 31, 1996; and

         (3) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
March 31,  1997  filed with the  Commission  pursuant  to  Section  13(a) of the
Exchange Act.

         In addition,  all documents  subsequently filed by the Company pursuant
to Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act prior to the filing
by the Company of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,   shall  be  deemed  by  this  reference  to  be  incorporated  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.

         The  authorized  capital  stock of the Company  consists of  40,000,000
shares of common stock, no par value (the "Common  Stock"),  of which 20,724,915
were  outstanding  on May 15, 1997.  The following  description of the Company's
Common Stock is qualified in its entirety by reference to the Company's Articles
of  Incorporation  and Bylaws and to the applicable  provisions of the Louisiana
Business Corporation Law (the "LBCL").

39706_1
                                      II-1
Common Stock

         Voting Rights - Non-cumulative  Voting. Holders of the Company's Common
Stock are  entitled  to one vote per share on all  matters to be voted on by the
shareholders.  Holders  of the  Company's  Common  Stock do not have  cumulative
voting rights. As a result, the holders of more than 50% of the Company's Common
Stock may elect all of the directors.

         Dividend Rights.  Holders of outstanding shares of the Company's Common
Stock are entitled to receive such dividends,  if any, as may be declared by the
Board of Directors, in its discretion, out of funds legally available therefor.

         Liquidation Rights. In the event of the liquidation of the Company, the
holders of the  Company's  Common  Stock are  entitled  to receive  pro rata any
assets distributable to shareholders in respect of their shares.

         Preemptive Rights.  Holders  of  the  Company's  Common  Stock  have no
preemptive rights to subscribe for additional shares of capital stock.

Directors

         The Board of Directors of the Company is divided into five classes,  as
nearly equal in number as possible, with members of each class to serve for five
years, and with one class being elected each year. Directors of the Company must
also be shareholders of the Company.  Any director of the Company may be removed
from office with or without cause only by the  affirmative  vote of at least 90%
of  the  voting  power  of the  Company  present  at a  special  meeting  of the
shareholders called for that purpose.  The quorum requirement for such a meeting
is 90% of the total voting power of the Company present in person or by proxy at
a special meeting called for that purpose.

         The  LBCL  permits  corporations  to (i)  include  provisions  in their
articles of  incorporation  that limit the personal  liability of directors  and
officers  for  monetary  damages  resulting  from  breaches of the duty of care,
subject to certain exceptions,  and (ii) indemnify directors and officers, among
others, in certain  circumstances for their expenses and liabilities incurred in
connection with defending pending or threatened suits. The Company's Articles of
Incorporation  include a provision  that  eliminates  the personal  liability of
directors and officers to the Company and its  shareholders for monetary damages
resulting  from  breaches  of the  duty  of care to the  full  extent  currently
permitted by the LBCL and further  provides that any amendment or repeal of that
provision  will not affect the  elimination  or  limitation  of  liability of an
officer or director with respect to conduct  occurring prior to the time of such
amendment or appeal.

39706_1
                                      II-2
The  Articles of  Incorporation  also provide for  indemnification  and
advancement  of  expenses  of any  officer,  director,  employee or agent of the
Company for any action taken in good faith by that officer,  director,  employee
or  agent.  Indemnification  in the case of  actions  by or in the  right of the
Company shall be limited to expenses actually and reasonably incurred in defense
or settlement  of the action.  The Board of Directors,  in its  discretion,  may
choose to provide further indemnification to officers, directors,  employees and
agents of the Company.

         The  Articles of  Incorporation  and By-laws  authorize  the Company to
maintain  insurance covering the actions of its officers,  directors,  employees
and agents,  and its Bylaws  provide for  indemnification  to the fullest extent
allowed under the LBCL.

         No amendment to the Company's  Articles may amend any of the provisions
thereof  relating to the Board of Directors  unless such amendment  receives the
affirmative  vote of 90% of the voting power present at a  shareholders  meeting
for which there is a quorum as described above; provided, however, that such 90%
vote  is  not  required  for  any  amendment  unanimously   recommended  to  the
shareholders by the Board of Directors at a time when there is no Related Person
(as defined below).

Supermajority and Fair Price Provisions

         Supermajority Provisions. The Articles of Incorporation contain certain
provisions designed to provide safeguards for shareholders when a Related Person
(as defined below) attempts to effect a Business  Combination (as defined below)
with the Company.  In general, a Business  Combination between the Company and a
Related Person must be approved by the  affirmative  vote of at least 90% of the
voting power of the Company present at a shareholders  meeting, at which meeting
at least 90% of the total  voting power of the Company must be present in person
or by proxy to constitute a quorum,  unless certain minimum price and procedural
requirements  are  satisfied  and the Board of  Directors of the Company has the
opportunity  to  state  its  recommendations  to  the  shareholders  in a  proxy
statement.  If these  requirements  are satisfied,  only the affirmative vote of
two-thirds of the voting power present or represented at a shareholders  meeting
of the Company (the quorum for which would be the presence in person or by proxy
of a majority of the total voting power of the Company) would be required.

         A "Related Person" is defined as any person who,  together with certain
persons  related  to him or it,  is the  beneficial  owner of 10% or more of the
outstanding  shares of the  Company's  stock  entitled to vote in  elections  of
directors.  The term "beneficial  owner" includes persons directly or indirectly
owning or having the right to acquire or vote the stock of the Company.

39706_1
                                      II-3
A "Business Combination" includes the following  transactions:  (1) any
merger or consolidation  involving the Company or its principal subsidiary;  (2)
any  sale or  lease  by the  Company  or its  principal  subsidiary  of all or a
substantial  part of its assets;  or (3) any sale or lease to the Company or any
of its  subsidiaries  of any  assets  of any  Related  Person  in  exchange  for
securities of the Company or its principal subsidiary.

         Fair Price  Provisions.  There is no requirement that 90% of the voting
power present of the Company  approve a Business  Combination  between a Related
Person and the Company if all of the requirements described below are satisfied:

         (1) Minimum Price Requirement.  The cash, or fair market value of other
consideration,  to be  received  per share by  shareholders  of the  Company  in
connection  with the  Business  Combination  must  bear  the  same or a  greater
percentage  relationship  to the  market  price of the  Company's  Common  Stock
immediately  prior  to the  announcement  of such  Business  Combination  as the
highest per share price (including brokerage commissions and soliciting dealers'
fees) that the Related Person has theretofore  paid for any of the shares of the
Company's  Common  Stock  already  owned by it bears to the market  price of the
Company's Common Stock  immediately prior to the commencement of the acquisition
of the Company's Common Stock by the Related Person.  In addition,  the cash, or
fair  market  value  of  other  consideration,  to  be  received  per  share  by
shareholders of the Company in such Business  Combination  must not be less than
(i) the highest per share price (including brokerage  commissions and soliciting
dealers'  fees) paid by the Related  Person in acquiring  any of its holdings of
the  Company's  Common Stock and (ii) the  earnings  per share of the  Company's
Common Stock for the four full consecutive fiscal quarters immediately preceding
the  record  date  for  solicitation  of  votes  on such  Business  Combination,
multiplied by the then price/earnings multiple (if any) of the Related Person as
customarily computed and reported in the financial community.

         (2) Procedural Requirements. The following procedural requirements must
be satisfied at all times after the Related Person becomes a Related Person: (i)
the Related Person shall have taken steps to ensure that the Company's  Board of
Directors  included at all times  representation  by  Continuing  Directors  (as
defined below) proportionate to the stockholdings of the Company's  shareholders
not affiliated with the Related Person;  (ii) there shall have been no reduction
in the rate of dividends paid on the shares of the Company's Common Stock unless
otherwise  approved by unanimous vote of the directors  (iii) the Related Person
shall not have acquired any newly issued shares of the Company's stock, directly
or indirectly,  except upon conversion of convertible  securities acquired by it
prior to becoming a Related Person or as a result of a prorata stock dividend or
stock split;  and (iv) the Related Person shall not have acquired any additional
shares  of the  Company's  Common  Stock  or  securities  convertible  into  the
Company's  Common Stock except as part of the  transaction by which such Related
Person became a Related Person.

39706_1
                                      II-4
A "Continuing Director" includes a person who was a member of the Board
of Directors of the Company elected by the shareholders prior to the time that a
Related  Person  acquired  in excess of 10% of the  stock of the  Company,  or a
person recommended to succeed a Continuing  Director by a majority of Continuing
Directors.

         (3) Actions  Prior to  Becoming a Related  Person.  The Related  Person
shall  not have  (i)  received  the  benefit,  directly  or  indirectly  (except
proportionately as a shareholder), of any loans, advances,  guarantees,  pledges
or other financial  assistance or tax credits  provided by the Company;  or (ii)
made any major  change in the  Company's  business or equity  capital  structure
without the unanimous  approval of the Board of Directors,  in either case prior
to the consummation of the Business Combination.

         (4) Proxy Statement.  A proxy statement  responsive to the requirements
of the Exchange Act shall be mailed to all  shareholders  of the Company for the
purpose of soliciting shareholder approval of the Business Combination and shall
contain at the front thereof,  in a prominent place, any  recommendations  as to
the  advisability  (or  inadvisability)  of the  Business  Combination  that the
Continuing  Directors,  or any of them,  may  choose  to  state,  and if  deemed
advisable by a majority of the Continuing  Directors,  an opinion of a reputable
investment  banking  firm  as to the  fairness  (or  not) of the  terms  of such
Business  Combination  from the  point of view of  shareholders  other  than the
Related Person.

         (5) Vote Necessary to Amend Articles of Incorporation.  The Articles of
Incorporation provide that the affirmative vote of the holders of 90% or more of
the voting power present at a  shareholders  meeting for which there is a quorum
as  described  above is  required  in order to amend the fair price  provisions,
provided that only a vote of the holders of a majority of the total voting power
of the Company is required if the action to amend is unanimously  recommended to
shareholders  by the Board of  Directors if all such  directors  are persons who
would be eligible to serve as Continuing Directors.

         Purposes and Effect of  Supermajority  and Fair Price  Provisions.  The
fair price  provisions  are  designed  to  prevent a  purchaser  from  utilizing
two-tier  pricing and similar  inequitable  tactics in the event of an attempted
takeover  of the  Company.  In the absence of the  supermajority  and fair price
provisions,  a  purchaser  who  acquired  control of the  Company  would be in a
position, by virtue of such control, to compel minority shareholders to accept a
lower price or a less desirable form of  consideration  than that given to other
shareholders.

         The effect of the  provisions  is to  encourage  any Related  Person or
potential Related Person  interested in a Business  Combination to negotiate the
terms of such  transaction  with the Board of Directors of the Company  prior to
its acquisition of a substantial  amount of the capital stock of the Company and
in a context  that  would  provide  adequate  time and  information  so that all
relevant considerations would receive the requisite attention and, if

39706_1
                                      II-5
necessary,  publicity.  The Board of Directors of the Company  believes that the
Continuing  Directors  of the Company are likely to be more  knowledgeable  than
individual  shareholders  in assessing the business and prospects of the Company
and are  accordingly  better  able to  negotiate  effectively  with the  Related
Person.  Also, the provisions  should help to protect those  shareholders who by
choice or for lack of adequate opportunity did not sell shares in the first step
of a  two-tiered  offer,  by  ensuring  that a fair  price  will  be paid to the
shareholders  in the second step of the two-tiered  transaction if, but only if,
the Related Person elects to initiate a second step.

         It should be noted,  however,  that tender  offers are usually  made at
premium  prices  above the  prevailing  market  price of a company's  stock.  In
addition, acquisitions of stock by persons attempting to acquire control through
market  purchases may cause the market price of the stock  temporarily  to reach
levels that are higher than would  otherwise be the case.  Because of the higher
percentage  requirements  for  shareholder  approval of any subsequent  Business
Combination,  and the  possibility  of  having  to pay a  higher  price to other
shareholders  in such a Business  Combination,  it may become  more costly for a
purchaser to acquire control of the Company.  The Articles of Incorporation  may
discourage such purchases, particularly those for less than all of the shares of
the Company,  and may therefore deprive holders of the Company's Common Stock of
an  opportunity  to sell their stock at a temporarily  higher  market  price.  A
potential  purchaser of stock seeking to obtain  control may also be discouraged
from purchasing stock because a supermajority shareholder vote would be required
in order to change or  eliminate  the fair price  protection  provisions  in the
Articles of Incorporation.

         Although the  supermajority  and fair price  provisions are designed to
assure  fair  treatment  of all  shareholders  in the event of a  takeover,  the
provisions may also adversely affect the ability of shareholders to benefit from
certain transactions that are opposed by the Board of Directors of the Company.

         In  certain  instances,  the fair  price  provisions,  while  providing
objective pricing  criteria,  could be arbitrary and not indicative of value. In
addition,  a Related Person may be unable, as a practical matter, to comply with
all of the procedural  requirements of the Articles of  Incorporation.  In these
circumstances,  a potential  purchaser  would be forced either to negotiate with
the  Continuing  Directors and offer terms  acceptable to them or to abandon the
proposed Business Combination.

         Under the fair price provisions,  in certain circumstances,  a Business
Combination  that  might  be  attractive  to some  shareholders  might  never be
proposed to the shareholders by a Related Person,  or if proposed,  might not be
consummated.  Further,  the provisions  may, under certain  circumstances,  give
holders  of a  minority  of the  voting  power  a  veto  power  over a  Business
Combination  that  the  majority  of  shareholders  may  believe  desirable  and
beneficial.  To the  Company's  knowledge,  on December 31, 1996,  directors and
executive

39706_1
                                      II-6
officers of the Company's  beneficially  owned  approximately  2,001,339  shares
(approximately 9.6%) of the Company's  outstanding Common Stock.  Therefore,  it
may be  difficult or  impossible  for a Related  Person to secure the  necessary
supermajority vote without management's approval.

         Since only the  Continuing  Directors  will have the authority to avoid
the  requirement  of  a  supermajority  shareholder  vote  to  approve  Business
Combinations if otherwise  applicable,  the provisions also may tend to insulate
management  against the  possibility  of removal in the event of a takeover bid.
Further,  if the Related Person were to replace all of the directors who were in
office on the date it became a Related  Person (which it could not be assured of
accomplishing  for at least four years  because of the Board's  classification),
there would be no Continuing  Directors and,  consequently,  the 90% shareholder
vote  requirement  would apply to any Business  Combination,  unless the minimum
price and procedural requirements were satisfied.

         Federal   securities  laws  and  regulations   applicable  to  Business
Combinations govern the disclosure required to be made to minority  shareholders
in order to consummate  certain  Business  Combinations.  However,  the laws and
regulations do not assure that the terms of a Business  Combination will be fair
from  a  financial   standpoint.   The  LBCL   provides   that,   under  certain
circumstances, the affirmative vote of the holders of at least 80% of the voting
power of a Louisiana  corporation is necessary in order to approve certain types
of business  combinations with a related party unless the shareholders receive a
price for their shares as set forth in the LBCL and certain other conditions are
met. While the fair price  protection  provisions of the LBCL would apply to any
Business  Combination  involving the Company and a Related  Party,  the Board of
Directors of the Company believes that the fair price provisions in the Articles
of  Incorporation  provide  additional  assurance that the  shareholders  of the
Company  will  receive  an  equitable  price  for  their  shares  if a  Business
Combination is consummated.

Considerations in Change of Control

         The  LBCL  authorizes  the  Board of  Directors  of the  Company,  when
considering  any  proposal  to  acquire  control  of the  Company,  to take into
account,  among other  enumerated  factors and any other factors the Board deems
relevant,   the  interests  of  the  Company's  employees,   creditors  and  the
communities  in which  the  Company  conducts  its  business,  as well as purely
financial interests of the Company's shareholders.

Amendment of Articles of Incorporation

         Except for the 90% vote required to amend any provision of the Articles
of  Incorporation  relating  to the Board of  Directors  of the  Company  or the
supermajority and fair price provisions  contained therein, the affirmative vote
of at least a majority of the total

39706_1
                                      II-7
voting power of the Company (i.e., a majority of the  outstanding  shares of the
Company's  Common  Stock),  at a meeting the quorum for which is the presence in
person or by proxy of a majority of the total voting power, is required to amend
the Articles of  Incorporation.  See " -- Directors" and " -- Supermajority  and
Fair Price Provisions," above.

Amendment of By-laws

         The  Company's  By-Laws may be amended or  repealed by the  affirmative
vote  of a  majority  of  the  Board  of  Directors  of  the  Company  or by the
affirmative  vote of at least a  majority  of the votes cast at a meeting of the
shareholders of the Company.

Shareholders Meetings

         Shareholders  holding  not less than 20% of the  outstanding  Company's
Common Stock may require the Company to call a meeting of its shareholders.

Louisiana Control Share Acquisition Statute

         The LBCL Control  Share  Acquisition  Statute  provides that any shares
acquired by a person or group (an "Acquiror") in an acquisition that causes such
person or group to have the power to direct the  exercise of voting power in the
election of directors  in excess of 20%,  33-1/3% or 50%  thresholds  shall have
only such voting  power as shall be accorded by the holders of all shares  other
than Interested Shares (as defined below) at a meeting called for the purpose of
considering  the voting  power to be accorded  to shares  held by the  Acquiror.
"Interested Shares" include all shares as to which the Acquiror,  any officer of
the  Company  and any  director  of the  Company  who is also an employee of the
Company may  exercise or direct the  exercise of voting  power.  If a meeting of
shareholders is held to consider the voting rights to be accorded to an Acquiror
and the  shareholders  do not vote to accord voting  rights to such shares,  the
Company may have the right to redeem the shares held by the  Acquiror  for their
fair market value.

Item 5.           Interest of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

         Section  83 of  the  LBCL  provides  in  part  that a  corporation  may
indemnify any director,  officer,  employee or agent of the corporation  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred  by him in  connection  with any
action,  suit or proceeding to which he is or was a party or is threatened to be
made a party (including any action by or in the right of the corporation),

39706_1
                                      II-8
if such action arises out of his acts on behalf of the  corporation and he acted
in good faith not opposed to the best  interests of the  corporation,  and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.

         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   Articles  of  Incorporation  and  Bylaws  provide  for
indemnification  for  directors,   officers,  employees  and  agents  or  former
directors,  officers,  employees  and agents of the  Company to the full  extent
permitted by Louisiana law.

         The Company maintains an insurance policy covering the liability of its
directors and officers for actions taken in their official capacity.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions or otherwise,  the Company has 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.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.

         4.1      Articles of  Incorporation of the Company dated July 20, 1961,
                  as amended on May 23, 1962, as amended on February 9, 1971, as
                  amended on April 26,  1978,  as amended on February  14, 1984,
                  and   as  amended  on  February  11,  1987.   (Incorporated by
                  reference to the Company's March 31, 1993 Form 10-Q.)

         4.2      Bylaws  of  the Company as amended through September 25, 1991.
                  (Incorporated by reference to the Company's 1996 Form 10-K.)

         5.1      Opinion  of  Phelps  Dunbar, L.L.P. as  to the legality of the
                  securities being registered.

         23.1     Consent of Arthur Andersen & Co.

         23.2     Consent of Phelps Dunbar, L.L.P. (included in Exhibit 5).

39706_1
                                      II-9
24.1     Power of Attorney  (included  on  the  Signature Page attached
                  hereto).

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;

                  (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) 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.

         (5)  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

39706_1
                                      II-10
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.

39706_1
                                      II-11
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  28th day of
May, 1997.

                                                     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 and          May 28, 1997
William L. Marks                 Chief Executive Officer

39706_1
                                      II-12
/s/ R. King Milling              Director and President             May 28, 1997
-------------------------------
R. King Milling

/s/ Edward B. Grimball           Executive Vice President and       May 28, 1997
-------------------------------  Chief Financial Officer
Edward B. Grimball               (Principal Financial Officer
                                 and Principal Accounting Officer)

/s/ James M. Cain
-------------------------------  Director                           May 28, 1997
James M. Cain

/s/ Guy C. Billips, Jr.
-------------------------------  Director                           May 28, 1997
Guy C. Billups, Jr.

/s/ Harry J. Blumenthal, Jr.
-------------------------------  Director                           May 28, 1997
Harry J. Blumenthal, Jr.

Joel B. Bullard, Jr.
-------------------------------  Director                           May 28, 1997
Joel B. Bullard, Jr.

-------------------------------  Director                           May 28, 1997
Angus R. Cooper, II

/s/ Robert H. Crosby, Jr.
-------------------------------  Director                           May 28, 1997
Robert H. Crosby, Jr.

/s/ Richard B. Crowell
-------------------------------  Director                           May 28, 1997
Richard B. Crowell

/s/ Camille A. Cutrone
-------------------------------  Director                           May 28, 1997
Camille A. Cutrone

39706_1
                                      II-13
/s/ William A. Hines
-------------------------------  Director                           May 28, 1997
William A. Hines

/s/ Robert E. Howson
-------------------------------  Director                           May 28, 1997
Robert E. Howson

/s/ John J. Kelly
-------------------------------  Director                           May 28, 1997
John J. Kelly

/s/ E. James Kock, Jr.
-------------------------------  Director                           May 28, 1997
E. James Kock, Jr.

/s/ Alfred S. Lippman
-------------------------------  Director                           May 28, 1997
Alfred S. Lippman

/s/ John G. Phillips
-------------------------------  Director                           May 28, 1997
John G. Phillips

/s/ John K. Roberts, Jr.
-------------------------------  Director                           May 28, 1997
John K. Roberts, Jr.

/s/ W. Pl Snyder, III
-------------------------------  Director                           May 28, 1997
W. P. Snyder, III

/s/ Carroll W. Suggs
-------------------------------  Director                           May 28, 1997
Carroll W. Suggs

/s/ Warren K. Watters
-------------------------------  Director                           May 28, 1997
Warren K. Watters

39706_1
                                      II-14
[LETTERHEAD OF PHELPS DUNBAR, L.L.P.]

                                                                     EXHIBIT 5.1

                                  June 26, 1997

                                                                          8916-8

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,  a Louisiana
corporation  (the  "Company"),  in  connection  with the  Company's  filing of a
Registration  Statement  on Form S-8  (the  "Registration  Statement")  with the
Securities  and  Exchange  Commission  (the   "Commission"),   pursuant  to  the
Securities  Act of 1933,  as amended (the  "Act").  The  Registration  Statement
relates to the  registration by the Company of an aggregate of 500,000 shares of
its common stock, no par value (the  "Shares"),  to be offered and sold pursuant
to the terms of the Whitney Holding  Corporation  1997 Long-Term  Incentive Plan
(the "Plan").

         As counsel to the Company,  we have examined  original,  photostatic or
certified copies of the following  documents:  (i) the  Registration  Statement,
(ii) the Articles of Incorporation of the Company, as amended,  (iii) the Bylaws
of the Company,  as amended,  (iv) the Plan, (v) excerpts of minutes of meetings
of  the  Company's  Board  of  Directors,   and  (vi)  such  other  instruments,
agreements, and certificates as we have deemed necessary or appropriate.

         In performing  our  examination,  we have assumed  without  inquiry 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 with originals of all documents submitted to
us as 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. We have also  assumed
that all Shares  issued  pursuant  to the Plan will be issued for  consideration
deemed to be adequate
Whitney Holding Corporation
June 26, 1997
Page 2

by  the  Company's  Board  of  Directors.  We  have relied as to certain factual
matters on representations made to us by officers of the Company.

         Based upon the foregoing and the further  qualifications  stated below,
we are of the opinion that the Shares have been duly authorized and, when issued
and sold  pursuant  to the terms and  conditions  of the Plan,  will be  validly
issued, fully paid and nonassessable.

         The foregoing  opinion is 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  jurisdiction.  Furthermore,  no
opinion is  expressed  herein as to the effect of any future acts of the Company
or changes in existing law. The opinions expressed herein are rendered as of the
date hereof, and we do not undertake 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 opinion 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,  or a warranty  that a court  considering  such matters
would not rule in a manner contrary to the opinion set forth above.

         We hereby  consent to the filing of this opinion with the Commission as
an exhibit to the  Registration  Statement.  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 Act or the  General  Rules and  Regulations  of the  Commission
thereunder.

                                                     Very truly yours,

                                                     /s/ PHELPS DUNBAR, L.L.P.
                                                     PHELPS DUNBAR, L.L.P.

40092_1
EXHIBIT 23.1

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
                    -----------------------------------------

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this  registration  statement of our report dated  January 16, 1997
(except with respect to the matter  discussed in the first  paragraph of Note 16
as to  which  the  date is  February  28,  1997)  included  in  Whitney  Holding
Corporation's  Form  10-K  for the  year  ended  December  31,  1996  and to all
references to our Firm included in this registration statement.

                                                         /s/ ARTHUR ANDERSEN LLP

                                                        ARTHUR ANDERSEN LLP

New Orleans, Louisiana
June 26, 1997