SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KOCK E JAMES JR

(Last)

(First)

(Middle)

228 ST. CHARLES AVENUE

SUITE 1401

(Street)

NEW ORLEANS

70130

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WHITNEY HOLDING CORP [ WTNY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock no par value	06/07/2004		M		1,500	A	$22.9583	54,087	D
Common stock no par value	06/07/2004		M		1,500	A	$31.1166	55,587	D
Common stock no par value								12,660⁽¹⁾	D
Common stock no par value								6,462	I	Mr. Kock is trustee of his adult childrens trust
Common stock no par value								3,341⁽²⁾	I	See footnote #2
Common stock no par value								3,525	I	Shares in the name of Mary Foster Kock (spouse)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Comm stock	$22.9583	06/07/2004		M			1,500	01/01/2001	06/30/2010	Comm stock	1,500⁽³⁾	$22.9583	0	D
Comm stock	$31.1166	06/07/2004		M			1,500	01/01/2002	06/30/2011	Comm stock	1,500⁽³⁾	$31.1166	0	D
Comm stock	$30.785							06/30/2002	06/29/2012	Comm stock	3,000⁽³⁾		3,000	D
Comm Stock	$31.985							06/30/2003	06/30/2013	Comm stock	3,000⁽³⁾		3,000	D
Phantom stock units	$0							08/08/1988	08/08/1988	Common stock	33.16⁽⁴⁾		4,252.84	D

Explanation of Responses:

1. Mr. Kock holds a usufruct over these shares giving him rights to vote the shares and receive the dividends

2. Mr. Kock's adult children each individually own 835.30 shares, which have been deposited in a custodial account, for which Mr. Kock and his son, or either of them acting alone, have been designated as having authority to give the instructions as to the voting and disposition of the shares.

3. Outstanding options to acquire shares of stock pursuant to the Company's Directors Compensation Plan.

4. Phantom stock units are accrued on a 1-for-1 basis under the Company's Directors' Compensation Plan and are to be settled 100% of WHC common stock upon the requesting person's pre-determined payment after retirement.

Remarks:

	Patricia K. Loupe, Asst. Corporate Secretary of Whitney Holding Corporation and attorney-in-fact	06/07/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.