As filed with the Securities and Exchange Commission on April 27, 1998 
                                                 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
                                 (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
                         MERITRUST FEDERAL SAVINGS BANK
                            (Full title of the Plan)

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


               EDWARD B. GRIMBALL                            Copy to:
            Executive-Vice President                  JOSEPH S. SCHWERTZ, ESQ.
           and Chief Financial Officer                  Whitney National Bank
            Whitney Holding Corporation                228 St. Charles Avenue
              228 St. Charles Avenue                New Orleans, Louisiana 70130
            New Orleans, Louisiana                         (504) 586-3596
                 (504) 586-7272
(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.................................      93,283 shares      $      58.4375          $     5,451,225       $      1,608.11
=============================================  ======================  =====================  ===================== ================
</TABLE>

(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 April 23, 1998.


<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, 1997.

         (2) The  description  of the  Company's  Common  Stock set forth in its
Current Report on Form 8-K dated January 19, 1996.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing by the Company
of a post-effective  amendment which indicates that all securities  offered 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
of its  subsidiaries,  or was connected to the Company or its  subsidiaries as a
promoter, underwriter, voting trustee, director, officer or employee.

                                       -1-

<PAGE>


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, L.L.P.

       23.2       Consent of Phelps Dunbar, L.L.P. (included in Exhibit 5.1)

       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;

                  (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

                                       -2-

<PAGE>



         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.


                                       -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 27th day of
April, 1998.


                                           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>                                      <C>                       

      /s/ William L. Marks
    ------------------------------                Chairman of the Board                    April 22, 1998
          William L. Marks                        and Chief Executive Officer


      /s/ R. King Milling
     -----------------------------                Director and President                    April 22, 1998
          R. King Milling
</TABLE>

                                       S-1

<PAGE>
<TABLE>
<S>  <C>                                       <C>                                          <C>   


     /s/ Edward B. Grimball
     -----------------------------             Executive Vice President and                 April 22, 1998
         Edward B. Grimball                        Chief Financial Officer
                                                 (Principal Financial Officer
                                               and Principal Accounting Officer)

     /S/ Guy C. Billups, Jr.
     -----------------------------                         Director                           April 22, 1998
         Guy C. Billups, Jr.

     /s/ Harry J. Blumenthal, Jr.
     -----------------------------                         Director                           April 22, 1998
         Harry J. Blumenthal, Jr.

     /s/ Joel B. Bullard, Jr.
     -----------------------------                         Director                           April 22, 1998
         Joel B. Bullard, Jr.

      /s/   James M. Cain
     -----------------------------                         Director                           April 22, 1998
            James M. Cain

     /s/ Angus R. Cooper, II
     -----------------------------                         Director                           April 22, 1998
         Angus R. Cooper, II

     /s/ Robert H. Crosby, Jr.
     -----------------------------                         Director                           April 22, 1998
         Robert H. Crosby, Jr.

     /s/ Richard B. Crowell
     -----------------------------                         Director                           April 22, 1998
         Richard B. Crowell

     /s/ Camille A. Cutrone
     -----------------------------                         Director                           April 22, 1998
         Camille A. Cutrone

     /s/  William A. Hines
     -----------------------------                         Director                           April 22, 1998
          William A. Hines

     /s/ Robert E. Howson
     -----------------------------                         Director                           April 22, 1998
         Robert E. Howson
</TABLE>

                                       S-2

<PAGE>
<TABLE>
<S>  <C>                                                   <C>                                <C>   

     /s/  John J. Kelly
     -----------------------------                         Director                           April 22, 1998
          John J. Kelly

     /s/ E. James Kock, Jr.
     -----------------------------                         Director                           April 22, 1998
         E. James Kock, Jr.

     /s/  Alfred S. Lippman
     -----------------------------                         Director                           April 22, 1998
          Alfred S. Lippman

     /s/  John G. Phillips
     -----------------------------                         Director                           April 22, 1998
          John G. Phillips

     /s/ John K. Roberts, Jr.
     -----------------------------                         Director                           April 22, 1998
         John K. Roberts, Jr.

     /s/  Carroll W. Suggs
     -----------------------------                         Director                           April 22, 1998
          Carroll W. Suggs

     /s/  Warren K. Watters
     -----------------------------                         Director                           April 22, 1998
          Warren K. Watters
</TABLE>



                                       S-3

<PAGE>


                           WHITNEY HOLDING CORPORATION
                         ASSUMPTION OF STOCK OPTIONS OF
                         MERITRUST FEDERAL SAVINGS BANK


         Effective upon the closing of the merger of Meritrust  Federal  Savings
Bank  ("Meritrust")  into Whitney  National Bank,  Whitney  Holding  Corporation
("Whitney")  assumed all  outstanding  stock options  granted under the 1993 Key
Employee Stock  Compensation  Program and the 1993 Directors'  Stock Option Plan
(hereinafter  referred to as the "Assumed  Options").  The Board of Directors of
Whitney has established a plan to administer the Assumed Options (the "Plan").


Purpose of the Plan

         Under the Agreement and Plan of Merger between Meritrust,  Whitney, and
Whitney  National Bank dated  November 20, 1997 (the "Plan of Merger"),  Whitney
was  required  to  assume  all   outstanding   Meritrust   stock  options  under
substantially  the same terms and  conditions as such options were granted.  The
Plan was established for the sole purpose of complying with this obligation.  No
additional options will be granted under the Plan.


Administration of the Plan

         The Plan is  administered  by the  Compensation  Committee of Whitney's
Board of Directors (the  "Committee"),  the members of which are designated from
time  to  time  by the  Board.  Members  of the  Committee  will  serve  without
compensation.  None of the members of the Committee  hold Assumed  Options.  The
board may, from time to time,  remove  members of the Committee  with or without
cause, and may fill any vacancy on the Committee.  The Committee is empowered to
interpret the provisions of the Plan and to adopt rules and  regulations for the
administration  of the Plan. The  determinations  of the Committee are final and
binding upon all parties who have an interest in the Plan.


Shares Subject to the Plan

         Prior  to  the  merger,   the   outstanding   Meritrust  stock  options
represented  rights to acquire  69,000  shares of $1.00 par value  common  stock
issued by Meritrust.  The Assumed  Options have been converted into the right to
acquire  the  number of shares of no par value  common  stock  issued by Whitney
("Whitney  Common  Stock") in the amounts and at the option  prices set forth in
the table below:



                                      - 1 -
<PAGE>
<TABLE>
<CAPTION>
                                                                      Whitney                       Price per
    Name of Optionee                                                Common Stock                        share
    
<S>                                                                     <C>                             <C>    
Jack C. Caldwell                                                        2,704                           $7.40
                                                                          338                           13.50
                                                                          277                           19.42
J. Parker Conrad                                                        2,704                            7.40
                                                                          338                           13.50
                                                                          275                           19.42
H. V. Fondren, Jr.                                                      2,704                            7.40
                                                                          338                           13.50
                                                                          277                           19.42
Rogers A. George                                                        2,704                            7.40
                                                                          338                           13.50
                                                                          277                           19.42
Victor Guarisco II                                                        338                           13.50
                                                                          275                           19.42
Bobby J. Hebert, Sr.                                                    2,704                            7.40
                                                                          338                           13.50
                                                                          277                           19.42
Art E. Magee                                                            2,704                            7.40
                                                                          338                           13.50
                                                                          275                           19.42
Curtis Mire                                                             2,704                            7.40
                                                                          338                           13.50
                                                                          277                           19.42
Edward J. Patterson, Jr.                                                2,704                            7.40
                                                                          338                           13.50
                                                                          277                           19.42
Marco J. Picciola II                                                    2,704                            7.40
                                                                          338                           13.50
                                                                          275                           19.42
Fallon J. Weldon                                                        2,704                            7.40
                                                                          338                           13.50
                                                                          275                           19.42
William J. Barbera                                                      5,408                           23.30
JoAnne R. Bergeron                                                      5,408                            7.40
</TABLE>


                                      - 2 -
                                    
<PAGE>
<TABLE>
<CAPTION>

                                                                      Whitney                  Price per
                  Name of Optionee                               Common Stock                    share
<S>                                                                    <C>                               <C>    
                 
Stephen R. Berthelot                                                   13,520                            7.40
Lee J. Guarisco                                                        13,520                            7.40
                                                                       13,520                           23.30
Michael D. Templet                                                      8,112                            7.40
Total Shares                                                           93,283
</TABLE>

All Assumed Options are fully vested and fully exercisable. Assumed Options held
by the former  non-employee  directors  of  Meritrust  expire on April 24, 1999.
Assumed Options held by the former executive  officers of Meritrust,  other than
non-statutory  options,  that are not exercised will lapse on the earlier of the
10th  anniversary  from the date of grant or three months after  termination  of
employment.  Non-statutory  options held by former executive officers will lapse
on the  earlier of 10 years and one month  from the date of initial  grant or 12
months after termination of employment.


Registration of Shares

         On April 27, 1998,  Whitney  filed a  registration  statement  with the
Securities and Exchange  Commission  covering the shares of Whitney Common Stock
to be issued upon exercise of the Assumed Options.


Terms of the Assumed Options

         Non-statutory Assumed Options

         The Assumed  Options  include  non-statutory  stock  options to acquire
33,795 shares of Whitney Common Stock which are held by the former  non-employee
directors  of  Meritrust.  All such  non-statutory  Assumed  Options  were fully
exercisable  prior to execution  of the Plan of Merger,  and each option must be
exercised no later than April 24, 1999, or it will expire.

         The Assumed Options also include non-statutory stock options to acquire
10,140 shares of Whitney  Common Stock issued to a former  executive  officer of
Meritrust.  Such options became fully exercisable upon the execution of the Plan
of Merger and will  expire upon the earlier of 12 months  after  termination  of
employment or 10 years and one month from the initial date of grant.


                                      - 3 -
                                                   
<PAGE>

         Incentive stock options

         The Assumed Options also include  incentive  stock options  ("ISOs") to
acquire 49,348 shares of Whitney Common Stock that are held by former  executive
officers of Meritrust.  As incentive  stock  options,  these options must comply
with Section 422 of the Internal  Revenue Code of 1986, as amended (the "Code").
Among other  provisions of Code Section 422,  there is a $100,000  limitation on
the value of ISOs that can become  exercisable in a single year. This provision,
which was triggered by the execution of the Plan of Merger, will only affect the
options  of Mr.  Barbera,  and only to the  extent of 1,116  options  to acquire
Whitney  Common  Stock.  Options  affected  by the  $100,000  limitation  become
non-statutory options.

         Terms applicable to both ISOs and non-statutory options

         The purchase  price of the Whitney  Common Stock  covered by an Assumed
Option  may be paid in cash or in  shares of  Whitney  Common  Stock  (including
shares  acquired  pursuant to the exercise of Assumed  Options),  by withholding
some of the shares of Whitney Common Stock which are purchased upon the exercise
of Assumed  Options or by any  combination of the foregoing,  at the election of
the  optionee.  To the extent that Whitney is required to withhold  income taxes
under applicable law, the optionee is required to deliver to Whitney cash in the
amount of such withholding obligation.

The Employee Retirement Income Security Act of 1974 and Internal Revenue Code

         The Plan is not subject to the Employee  Retirement Income Security Act
of 1974, as amended ("ERISA"),  and is not qualified under Section 401(a) of the
Code.


Restrictions on Resales

         Shares  of  Whitney  Common  Stock  acquired  under the Plan may not be
resold until Whitney  publishes  the results of at least 30 days of  post-merger
operations.  It is anticipated  that such results will be published on or before
July 16, 1998. Optionees will be notified that such publication has occurred.

         After the  publication  of  post-merger  operations,  shares of Whitney
Common  Stock  acquired  under the Plan may be resold  freely,  except  that any
optionee  deemed to be an  "affiliate"  of  Whitney  within  the  meaning of the
Securities  Act of 1933, as amended (the  "Securities  Act"),  and the rules and
regulations promulgated  thereunder,  may not sell shares acquired upon exercise
of options  granted  under the Plan unless such shares have been  registered  by
Whitney  under the  Securities  Act for resale by such  optionee or an exemption
from  registration  under the  Securities  Act is  available.  Rule  144,  which
contains  limitations  on the  amount  of  shares  that  may be  sold as well as
limitations on the manner of sale, is such an exemption.  An employee who is not
an

                                      - 4 -
                                                     
<PAGE>


officer or  director  or 10% or more  stockholder  of Whitney  generally  is not
deemed an "affiliate" of Whitney for this purpose.


Federal Income Tax Consequences

         The  following  discussion is intended only as a summary of the Federal
income tax  consequences  of the Plan to optionees  and Whitney.  Each  optionee
should  consult  his own tax  advisor  with  respect to his  exercise of Assumed
Options.

         Nonstatutory  Options.  Generally,  on the  exercise of a  nonstatutory
option,  an optionee  has taxable  income  equal to the  difference  between the
option  price of the  shares  and the fair  market  value of the  shares  on the
exercise date, and Whitney is entitled to a corresponding  deduction.  Optionees
who are also  employees  of Whitney are subject to  withholding  with respect to
such income.

         Incentive  Stock Options.  An employee does not realize  taxable income
upon the exercise of an ISO,  provided the employee meets certain holding period
requirements.  The  entire  gain,  if  any,  realized  by  the  employee  upon a
subsequent  disposition  of Whitney  Common Stock acquired on the exercise of an
ISO will be  taxable  to the  employee  as a  long-term  capital  gain.  In such
instance,  Whitney  is not  entitled  to any  deduction.  The excess of the fair
market value of the ISO shares on the  exercise  date over the option price is a
tax preference item for purposes of the alternative  minimum tax. If an employee
does not satisfy the holding period requirement,  the employee realizes ordinary
income  equal to the  difference  between  the option  price and either the fair
market value of such shares on the exercise date or the lesser  amount  realized
on a sale or exchange of such shares, and Whitney is entitled to a corresponding
deduction.

         THE FOREGOING SUMMARY IS GENERAL IN NATURE AND IS NOT INTENDED TO COVER
ALL TAX CONSEQUENCES THAT MAY APPLY TO A PARTICULAR OPTIONEE.  THE PROVISIONS OF
THE  CODE  AND  THE  REGULATIONS   THEREUNDER  RELATING  TO  THESE  MATTERS  ARE
COMPLICATED,  AND THEIR IMPACT ON ANY  TAXPAYER  MAY DEPEND UPON HIS  PARTICULAR
CIRCUMSTANCES.  ACCORDINGLY,  OPTIONEES  ARE  URGED  TO  CONSULT  THEIR  OWN TAX
ADVISERS  FOR  ADVICE  RELATING  TO THE  ACQUISITION  OF STOCK  PURSUANT  TO THE
EXERCISE OF OPTIONS AND THE  DISPOSITION  OF SHARES OF WHITNEY  COMMON  STOCK SO
ACQUIRED.


                                      -5-
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR MERITRUST", "secsgml_size_bytes": 32399}]
{"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": "333-51065", "film-number": "98601473"}, "business-address": {"street1": "228 ST CHARLES AVE", "city": "NEW ORLEANS", "state": "LA", "zip": "70130", "phone": "5045867570"}, "mail-address": {"street1": "228 ST CHARLES AVE", "city": "NEW ORLEANS", "state": "LA", "zip": "70130"}}
As filed with the Securities and Exchange Commission on April 27, 1998 
                                                 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
                                 (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
                         MERITRUST FEDERAL SAVINGS BANK
                            (Full title of the Plan)

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

               EDWARD B. GRIMBALL                            Copy to:
            Executive-Vice President                  JOSEPH S. SCHWERTZ, ESQ.
           and Chief Financial Officer                  Whitney National Bank
            Whitney Holding Corporation                228 St. Charles Avenue
              228 St. Charles Avenue                New Orleans, Louisiana 70130
            New Orleans, Louisiana                         (504) 586-3596
                 (504) 586-7272
(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.................................      93,283 shares      $      58.4375          $     5,451,225       $      1,608.11
=============================================  ======================  =====================  ===================== ================
(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 April 23, 1998.
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, 1997.

         (2) The  description  of the  Company's  Common  Stock set forth in its
Current Report on Form 8-K dated January 19, 1996.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing by the Company
of a post-effective  amendment which indicates that all securities  offered 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
of its  subsidiaries,  or was connected to the Company or its  subsidiaries as a
promoter, underwriter, voting trustee, director, officer or employee.

                                       -1-
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, L.L.P.

       23.2       Consent of Phelps Dunbar, L.L.P. (included in Exhibit 5.1)

       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;

                  (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

                                       -2-
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.

                                       -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 27th day of
April, 1998.

                                           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                    April 22, 1998
          William L. Marks                        and Chief Executive Officer

      /s/ R. King Milling
     -----------------------------                Director and President                    April 22, 1998
          R. King Milling
S-1
/s/ Edward B. Grimball
     -----------------------------             Executive Vice President and                 April 22, 1998
         Edward B. Grimball                        Chief Financial Officer
                                                 (Principal Financial Officer
                                               and Principal Accounting Officer)

     /S/ Guy C. Billups, Jr.
     -----------------------------                         Director                           April 22, 1998
         Guy C. Billups, Jr.

     /s/ Harry J. Blumenthal, Jr.
     -----------------------------                         Director                           April 22, 1998
         Harry J. Blumenthal, Jr.

     /s/ Joel B. Bullard, Jr.
     -----------------------------                         Director                           April 22, 1998
         Joel B. Bullard, Jr.

      /s/   James M. Cain
     -----------------------------                         Director                           April 22, 1998
            James M. Cain

     /s/ Angus R. Cooper, II
     -----------------------------                         Director                           April 22, 1998
         Angus R. Cooper, II

     /s/ Robert H. Crosby, Jr.
     -----------------------------                         Director                           April 22, 1998
         Robert H. Crosby, Jr.

     /s/ Richard B. Crowell
     -----------------------------                         Director                           April 22, 1998
         Richard B. Crowell

     /s/ Camille A. Cutrone
     -----------------------------                         Director                           April 22, 1998
         Camille A. Cutrone

     /s/  William A. Hines
     -----------------------------                         Director                           April 22, 1998
          William A. Hines

     /s/ Robert E. Howson
     -----------------------------                         Director                           April 22, 1998
         Robert E. Howson
S-2
/s/  John J. Kelly
     -----------------------------                         Director                           April 22, 1998
          John J. Kelly

     /s/ E. James Kock, Jr.
     -----------------------------                         Director                           April 22, 1998
         E. James Kock, Jr.

     /s/  Alfred S. Lippman
     -----------------------------                         Director                           April 22, 1998
          Alfred S. Lippman

     /s/  John G. Phillips
     -----------------------------                         Director                           April 22, 1998
          John G. Phillips

     /s/ John K. Roberts, Jr.
     -----------------------------                         Director                           April 22, 1998
         John K. Roberts, Jr.

     /s/  Carroll W. Suggs
     -----------------------------                         Director                           April 22, 1998
          Carroll W. Suggs

     /s/  Warren K. Watters
     -----------------------------                         Director                           April 22, 1998
          Warren K. Watters
S-3
WHITNEY HOLDING CORPORATION
                         ASSUMPTION OF STOCK OPTIONS OF
                         MERITRUST FEDERAL SAVINGS BANK

         Effective upon the closing of the merger of Meritrust  Federal  Savings
Bank  ("Meritrust")  into Whitney  National Bank,  Whitney  Holding  Corporation
("Whitney")  assumed all  outstanding  stock options  granted under the 1993 Key
Employee Stock  Compensation  Program and the 1993 Directors'  Stock Option Plan
(hereinafter  referred to as the "Assumed  Options").  The Board of Directors of
Whitney has established a plan to administer the Assumed Options (the "Plan").

Purpose of the Plan

         Under the Agreement and Plan of Merger between Meritrust,  Whitney, and
Whitney  National Bank dated  November 20, 1997 (the "Plan of Merger"),  Whitney
was  required  to  assume  all   outstanding   Meritrust   stock  options  under
substantially  the same terms and  conditions as such options were granted.  The
Plan was established for the sole purpose of complying with this obligation.  No
additional options will be granted under the Plan.

Administration of the Plan

         The Plan is  administered  by the  Compensation  Committee of Whitney's
Board of Directors (the  "Committee"),  the members of which are designated from
time  to  time  by the  Board.  Members  of the  Committee  will  serve  without
compensation.  None of the members of the Committee  hold Assumed  Options.  The
board may, from time to time,  remove  members of the Committee  with or without
cause, and may fill any vacancy on the Committee.  The Committee is empowered to
interpret the provisions of the Plan and to adopt rules and  regulations for the
administration  of the Plan. The  determinations  of the Committee are final and
binding upon all parties who have an interest in the Plan.

Shares Subject to the Plan

         Prior  to  the  merger,   the   outstanding   Meritrust  stock  options
represented  rights to acquire  69,000  shares of $1.00 par value  common  stock
issued by Meritrust.  The Assumed  Options have been converted into the right to
acquire  the  number of shares of no par value  common  stock  issued by Whitney
("Whitney  Common  Stock") in the amounts and at the option  prices set forth in
the table below:

                                      - 1 -
Whitney                       Price per
    Name of Optionee                                                Common Stock                        share
Jack C. Caldwell                                                        2,704                           $7.40
                                                                          338                           13.50
                                                                          277                           19.42
J. Parker Conrad                                                        2,704                            7.40
                                                                          338                           13.50
                                                                          275                           19.42
H. V. Fondren, Jr.                                                      2,704                            7.40
                                                                          338                           13.50
                                                                          277                           19.42
Rogers A. George                                                        2,704                            7.40
                                                                          338                           13.50
                                                                          277                           19.42
Victor Guarisco II                                                        338                           13.50
                                                                          275                           19.42
Bobby J. Hebert, Sr.                                                    2,704                            7.40
                                                                          338                           13.50
                                                                          277                           19.42
Art E. Magee                                                            2,704                            7.40
                                                                          338                           13.50
                                                                          275                           19.42
Curtis Mire                                                             2,704                            7.40
                                                                          338                           13.50
                                                                          277                           19.42
Edward J. Patterson, Jr.                                                2,704                            7.40
                                                                          338                           13.50
                                                                          277                           19.42
Marco J. Picciola II                                                    2,704                            7.40
                                                                          338                           13.50
                                                                          275                           19.42
Fallon J. Weldon                                                        2,704                            7.40
                                                                          338                           13.50
                                                                          275                           19.42
William J. Barbera                                                      5,408                           23.30
JoAnne R. Bergeron                                                      5,408                            7.40
- 2 -
Whitney                  Price per
                  Name of Optionee                               Common Stock                    share
Stephen R. Berthelot                                                   13,520                            7.40
Lee J. Guarisco                                                        13,520                            7.40
                                                                       13,520                           23.30
Michael D. Templet                                                      8,112                            7.40
Total Shares                                                           93,283
All Assumed Options are fully vested and fully exercisable. Assumed Options held
by the former  non-employee  directors  of  Meritrust  expire on April 24, 1999.
Assumed Options held by the former executive  officers of Meritrust,  other than
non-statutory  options,  that are not exercised will lapse on the earlier of the
10th  anniversary  from the date of grant or three months after  termination  of
employment.  Non-statutory  options held by former executive officers will lapse
on the  earlier of 10 years and one month  from the date of initial  grant or 12
months after termination of employment.

Registration of Shares

         On April 27, 1998,  Whitney  filed a  registration  statement  with the
Securities and Exchange  Commission  covering the shares of Whitney Common Stock
to be issued upon exercise of the Assumed Options.

Terms of the Assumed Options

         Non-statutory Assumed Options

         The Assumed  Options  include  non-statutory  stock  options to acquire
33,795 shares of Whitney Common Stock which are held by the former  non-employee
directors  of  Meritrust.  All such  non-statutory  Assumed  Options  were fully
exercisable  prior to execution  of the Plan of Merger,  and each option must be
exercised no later than April 24, 1999, or it will expire.

         The Assumed Options also include non-statutory stock options to acquire
10,140 shares of Whitney  Common Stock issued to a former  executive  officer of
Meritrust.  Such options became fully exercisable upon the execution of the Plan
of Merger and will  expire upon the earlier of 12 months  after  termination  of
employment or 10 years and one month from the initial date of grant.

                                      - 3 -
Incentive stock options

         The Assumed Options also include  incentive  stock options  ("ISOs") to
acquire 49,348 shares of Whitney Common Stock that are held by former  executive
officers of Meritrust.  As incentive  stock  options,  these options must comply
with Section 422 of the Internal  Revenue Code of 1986, as amended (the "Code").
Among other  provisions of Code Section 422,  there is a $100,000  limitation on
the value of ISOs that can become  exercisable in a single year. This provision,
which was triggered by the execution of the Plan of Merger, will only affect the
options  of Mr.  Barbera,  and only to the  extent of 1,116  options  to acquire
Whitney  Common  Stock.  Options  affected  by the  $100,000  limitation  become
non-statutory options.

         Terms applicable to both ISOs and non-statutory options

         The purchase  price of the Whitney  Common Stock  covered by an Assumed
Option  may be paid in cash or in  shares of  Whitney  Common  Stock  (including
shares  acquired  pursuant to the exercise of Assumed  Options),  by withholding
some of the shares of Whitney Common Stock which are purchased upon the exercise
of Assumed  Options or by any  combination of the foregoing,  at the election of
the  optionee.  To the extent that Whitney is required to withhold  income taxes
under applicable law, the optionee is required to deliver to Whitney cash in the
amount of such withholding obligation.

The Employee Retirement Income Security Act of 1974 and Internal Revenue Code

         The Plan is not subject to the Employee  Retirement Income Security Act
of 1974, as amended ("ERISA"),  and is not qualified under Section 401(a) of the
Code.

Restrictions on Resales

         Shares  of  Whitney  Common  Stock  acquired  under the Plan may not be
resold until Whitney  publishes  the results of at least 30 days of  post-merger
operations.  It is anticipated  that such results will be published on or before
July 16, 1998. Optionees will be notified that such publication has occurred.

         After the  publication  of  post-merger  operations,  shares of Whitney
Common  Stock  acquired  under the Plan may be resold  freely,  except  that any
optionee  deemed to be an  "affiliate"  of  Whitney  within  the  meaning of the
Securities  Act of 1933, as amended (the  "Securities  Act"),  and the rules and
regulations promulgated  thereunder,  may not sell shares acquired upon exercise
of options  granted  under the Plan unless such shares have been  registered  by
Whitney  under the  Securities  Act for resale by such  optionee or an exemption
from  registration  under the  Securities  Act is  available.  Rule  144,  which
contains  limitations  on the  amount  of  shares  that  may be  sold as well as
limitations on the manner of sale, is such an exemption.  An employee who is not
an

                                      - 4 -
officer or  director  or 10% or more  stockholder  of Whitney  generally  is not
deemed an "affiliate" of Whitney for this purpose.

Federal Income Tax Consequences

         The  following  discussion is intended only as a summary of the Federal
income tax  consequences  of the Plan to optionees  and Whitney.  Each  optionee
should  consult  his own tax  advisor  with  respect to his  exercise of Assumed
Options.

         Nonstatutory  Options.  Generally,  on the  exercise of a  nonstatutory
option,  an optionee  has taxable  income  equal to the  difference  between the
option  price of the  shares  and the fair  market  value of the  shares  on the
exercise date, and Whitney is entitled to a corresponding  deduction.  Optionees
who are also  employees  of Whitney are subject to  withholding  with respect to
such income.

         Incentive  Stock Options.  An employee does not realize  taxable income
upon the exercise of an ISO,  provided the employee meets certain holding period
requirements.  The  entire  gain,  if  any,  realized  by  the  employee  upon a
subsequent  disposition  of Whitney  Common Stock acquired on the exercise of an
ISO will be  taxable  to the  employee  as a  long-term  capital  gain.  In such
instance,  Whitney  is not  entitled  to any  deduction.  The excess of the fair
market value of the ISO shares on the  exercise  date over the option price is a
tax preference item for purposes of the alternative  minimum tax. If an employee
does not satisfy the holding period requirement,  the employee realizes ordinary
income  equal to the  difference  between  the option  price and either the fair
market value of such shares on the exercise date or the lesser  amount  realized
on a sale or exchange of such shares, and Whitney is entitled to a corresponding
deduction.

         THE FOREGOING SUMMARY IS GENERAL IN NATURE AND IS NOT INTENDED TO COVER
ALL TAX CONSEQUENCES THAT MAY APPLY TO A PARTICULAR OPTIONEE.  THE PROVISIONS OF
THE  CODE  AND  THE  REGULATIONS   THEREUNDER  RELATING  TO  THESE  MATTERS  ARE
COMPLICATED,  AND THEIR IMPACT ON ANY  TAXPAYER  MAY DEPEND UPON HIS  PARTICULAR
CIRCUMSTANCES.  ACCORDINGLY,  OPTIONEES  ARE  URGED  TO  CONSULT  THEIR  OWN TAX
ADVISERS  FOR  ADVICE  RELATING  TO THE  ACQUISITION  OF STOCK  PURSUANT  TO THE
EXERCISE OF OPTIONS AND THE  DISPOSITION  OF SHARES OF WHITNEY  COMMON  STOCK SO
ACQUIRED.

                                      -5-