8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  October 7, 2008

WHITNEY HOLDING CORPORATION

(Exact Name of Registrant as Specified in Charter)

Louisiana	0-1026	72-6017893
(State or Other	(Commission	(IRS Employer
Jurisdiction of	File Number)	Identification No.)
Incorporation)

228 St. Charles Avenue, New Orleans, Louisiana 70130   

(Addresses of Principal Executive Offices, including Zip Code)

(504) 586-7272               

(Registrant’s Telephone Number, including Area Code)

___________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
q	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
q	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
q	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On October 7, 2008, Whitney Holding Corporation issued a news release reporting selected preliminary financial information for the quarter ended September 30, 2008 (the "News Release").  The News Release is attached as exhibit 99.1 to this report and incorporated herein by reference.  The News Release also contains certain information relating to Whitney Holding Corporation’s pending acquisition of Parish National Corporation. The information reported pursuant to this Item 2.02 shall be deemed filed for purposes of the Exchange Act of 1934, as amended, and shall be incorporated by reference into Whitney's Registration Statement on Form S-4, dated October 3, 2008.

Additional Information about This Transaction

The proposed merger among Whitney Holding Corporation and Parish National Corporation will be submitted to Parish National Corporation’s shareholders for their consideration. Whitney and Parish urge shareholders to read the proxy statement-prospectus regarding the proposed transaction among Whitney Holding Corporation and Parish National Corporation and any other relevant documents filed with the SEC because they contain important information. You may obtain a free copy of the proxy statement-prospectus, as well as other filings containing information about Whitney Holding Corporation, at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents by visiting the Investor Relations page of Whitney’s website, www.whitneybank.com. Copies of all documents filed with the SEC in connection with the proposed merger can also be obtained, without charge, by directing a request to Whitney Holding Corporation, Attention:  Mrs. Shirley Fremin, Manager Shareholder Services, P.O. Box 61260, New Orleans, Louisiana 70161-1260; or to Parish National Corporation, Attention: Ms. Shirley Evans, Corporate Secretary, 404 East Kirkland Street, Covington, LA 70433.

Participants in This Transaction

Whitney Holding Corporation and Parish National Corporation and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Parish National Corporation’s shareholders in connection with this transaction.  Information about persons who may be deemed participants in this transaction are included in the proxy statement/prospectus.  You can find additional information about Whitney Holding Corporation’s executive officers and directors in Whitney Holding Corporation’s definitive Proxy Statement filed on Schedule 14A with the SEC on March 17, 2008.  Additional information regarding the interests of these participants may be obtained by reading the proxy statement/prospectus regarding the proposed transaction.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	News Release, dated October 7, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WHITNEY HOLDING CORPORATION
By:	/s/Thomas L. Callicutt, Jr._________
	Thomas L. Callicutt, Jr.
	Executive Vice President
	and Chief Financial Officer

Date:  October 7, 2008

EXHIBIT INDEX

Exhibit Number	Description
99.1	News Release, dated October 7, 2008

EX-99.1

Ex 99.1

WHITNEY HOLDING CORPORATION

228 ST. CHARLES AVENUE

NEW ORLEANS, LA  70130

NEWS RELEASE

CONTACT:	Trisha Voltz Carlson	FOR IMMEDIATE RELEASE
	504/299-5208	October 7, 2008
	tcarlson@whitneybank.com

WHITNEY ANNOUNCES PRELIMINARY THIRD QUARTER RESULTS

New Orleans, Louisiana.  Whitney Holding Corporation (NASDAQ–WTNY) expects third-quarter 2008 earnings to be in the range of $6 million to $8 million or $.10 to $.12 per diluted share.

“We recently filed a registration statement in connection with our merger with Parish National Corporation,” said John C. Hope, III, Chairman and CEO.  “We are providing this preliminary review of third quarter earnings so that the most recent earnings information is available.”  Earnings for the quarter were impacted by continued pressures in the credit and real estate markets.  The third quarter will also include an estimated $1.5 million to $2.5 million of expenses and casualty losses incurred during Hurricanes Gustav and Ike.

Projected ranges for selected 3Q08 financial data:

Total Assets, average ($s in billions)	$10.9 to $11.1
Total Loans, average ($s in billions)	$8.0 to $8.2
Total Deposits, average ($s in billions)	$8.0 to $8.2
Net Interest Margin	4.50% to 4.55%
Tangible Common Equity as a percentage of tangible assets, period-end	7.85% to 7.93%
Provision for credit losses ($s in millions)	$38 to $42
Annualized net charge-offs to average loans	1.20% to 1.25%
Nonperforming assets to loans plus foreclosed assets and surplus property, period-end	3.10% to 3.20%
Allowance for loan losses to loans, period-end	1.50% to 1.60%

“While we remain hopeful that the situation currently facing the real estate and other markets will moderate soon, we cannot predict when this cycle will turn,” said Hope.  Criticized loans are expected to end the quarter in the range of $580 million to $590 million, with total nonperforming loans between $230 million and $240 million.

Whitney’s balance sheet remains strong with equity expected to total between $1.1 billion and $1.2 billion at the end of the third quarter.  Both Whitney National Bank and Whitney Holding Corporation remain well-capitalized with ratios well above those required by the regulators.  The Company’s leverage ratio for the third quarter is expected to be between 8.10% and 8.20%.  Current capital levels will be reduced after the pending acquisition of Parish closes during the fourth quarter.  On September 25, 2008, the Federal Reserve Board approved Whitney's application to acquire Parish.

The information in this release is preliminary and based on Company data available at the time of this release.  Whitney will announce full third quarter 2008 earnings on October 16, 2008 before the market opens.  Management will host a conference call for analysts and investors at 3:30 p.m. Central Time on that same day to review the results.

Whitney Holding Corporation, through its banking subsidiary Whitney National Bank, serves the five-state Gulf Coast region stretching from Houston, Texas; across southern Louisiana and the coastal region of Mississippi; to central and south Alabama; the panhandle of Florida; and the metropolitan area of Tampa, Florida.  [WTNY-E]

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The proposed merger among Whitney Holding Corporation and Parish National Corporation will be submitted to Parish National Corporation’s shareholders for their consideration. Whitney and Parish urge shareholders to read the proxy statement-prospectus regarding the proposed transaction among Whitney Holding Corporation and Parish National Corporation and any other relevant documents filed with the SEC because they contain important information. You may obtain a free copy of the proxy statement-prospectus, as well as other filings containing information about Whitney Holding Corporation, at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents by visiting the Investor Relations page of Whitney’s website, www.whitneybank.com. Copies of all documents filed with the SEC in connection with the proposed merger can also be obtained, without charge, by directing a request to Whitney Holding Corporation, Attention:  Mrs. Shirley Fremin, Manager Shareholder Services, P.O. Box 61260, New Orleans, Louisiana 70161-1260; or to Parish National Corporation, Attention: Ms. Shirley Evans, Corporate Secretary, 404 East Kirkland Street, Covington, LA 70433.

This press release contains "forward-looking statements" as defined by federal securities laws.  Statements contained in this press release that are not historical facts are forward looking statements.  These statements may address issues that involve significant risks, uncertainties, estimates and assumptions made by management, including Whitney’s allowance for loan losses, capital levels and asset quality, benefits of the merger between Whitney and Parish, future financial and operating results of the combined entity, Whitney’s and Parish’s plans, objectives, expectations and intentions and the timing of proposed closing of the transaction.  Actual results could differ materially from current projections and expectations for many reasons, including without limitation, changing events and trends that have influenced Whitney’s assumptions, but are beyond Whitney’s control.  Forward-looking statements are necessarily estimates reflecting the best judgment of Whitney’s senior management based upon current information and involve a number of risks and uncertainties.  Please refer to Whitney’s filings with the SEC (and available at www.SEC.gov) for a summary of important factors that could affect Whitney’s financial results and operations and its forward-looking statements.  Except as required by law, Whitney does not intend to and assumes no responsibility for updating or revising any forward-looking statements contained in this press release, whether as a result of new information, future events or otherwise.

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