content: <PAGE>   1
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                     UNDER THE
                               SECURITIES ACT OF 1933
  
                            The New Iberia Bancorp, Inc.          
                 --------------------------------------------------
                 (Exact Name of Registrant as Specified in Charter)
  
           Louisiana                                                72-0969631   
  ---------------------------------                            -------------------
  (State or other Jurisdiction of                               (I.R.S. Employer  
  Incorporation or Organization)                               Identification No.)
  
                800 South Lewis Street, New Iberia, Louisiana 70560
                ---------------------------------------------------
                (Address of Principal Executive Office)  (Zip Code)
  
                            The New Iberia Bancorp, Inc.
                           Nonstatutory Stock Option Plan
                           ------------------------------
                              (Full Title of the Plan)
  
                Ernest Freyou, President and Chief Executive Officer
                            The New Iberia Bancorp, Inc.
                800 South Lewis Street, New Iberia, Louisiana 70560
                ----------------------------------------------------
                      (Name and Address of Agent for Service)
  
                                   (318) 365-6761                       
           -------------------------------------------------------------
           (Telephone Number, Including Area Code, of Agent for Service)
  
                                      Copy to:
                    Gordon, Arata, McCollam & Duplantis, L.L.P.
          201 St. Charles Avenue, 40th Floor, New Orleans, Louisiana 70170
                              Attn:  Cathy E. Chessin
                              Telephone (504) 582-1111
  
                        CALCULATION OF THE REGISTRATION FEE
  <TABLE>
  <CAPTION>
                                                     Proposed             Proposed
  Title of                                           Maximum              Maximum
  Securities                                         Offering             Aggregate
  to be                  Amount to be                Price Per            Offering           Amount of
  Registered             Registered(1)(2)            Share(2)             Price(2)           Registration
  ----------             ----------------            --------             --------           ------------
  <S>                         <C>                    <C>                  <C>                   <C>
  Common Stock                150,000                $11.98               $1,797,000            $545
  (no par value)
  </TABLE>
  
  (1)      Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
           "Securities Act"), this Registration Statement shall also cover any
           additional shares of Common Stock which become issuable under The New
           Iberia Bancorp, Inc. Nonstatutory Stock Option Plan by reason of any
           stock dividend, stock split, recapitalization or other similar
           transaction effected without the receipt of consideration which
           results in an increase in the number of the Company's outstanding
           shares of Common Stock.
  
  (2)      These shares of Common Stock represent the shares of Common Stock with
           respect to which options have been granted under The New Iberia
           Bancorp, Inc. Nonstatutory Stock Option Plan (the initial issuance of
           options for 100,000 shares was adjusted by a three-for-two stock split
           effected as a 50% stock dividend payable on September 24, 1996).  The
           exercise price in each case is $11.98 per share (initially $17.97,
           adjusted to take into account the stock dividend).
  <PAGE>   2
  PART II.         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.   Incorporation of Documents by Reference.
  
            The following documents filed by the Registrant with the Commission 
  are incorporated herein by reference:
  
            (a)      The Registrant's Annual Report on Form 10-K for the year 
  ended December 31, 1995.
  
            (b)      The Registrant's Quarterly Reports on Form 10-Q for the 
  quarters ended March 31, 1996 and June 30, 1996.
  
            (c)      The Registrant's Current Reports on Form 8-K dated January 
  25, 1996 (and filed with the Commission on January 26, 1996) and July 19, 1996 
  (and filed with the Commission on July 22, 1996).
  
            (d)      The description of the Common Stock included in the 
  Registrant's Registration Statement on Form 8-A filed with the Commission on
  February 1, 1984 as amended by the description of the Common Stock included in
  the Registrant's amendment to its Registration Statement or Form 8-A/A1 filed
  with the Commission on July 19, 1995.
  
            All documents subsequently filed by the Registrant with the 
  Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934, prior to the filing of a post-effective amendment which
  indicates that all securities covered by this Registration Statement have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference in the Registration Statement and to be part
  thereof from the date of filing of 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 in any other subsequently filed document which also is or is
  deemed to be incorporated by reference herein modifies or supersedes such
  statement.  Any statement 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.
  
                   Not Applicable.
  
  Item 5.   Interests of Named Experts and Counsel.
  
                   Not Applicable.
  
  
  
  
  
                                        -2-
  <PAGE>   3
  Item 6.   Indemnification of Directors and Officers.
  
            Section 83 of the Louisiana Business Corporation Law 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) if such action arises out of the fact that he is or was a director,
  officer, employee or agent of the corporation and he acted in good in faith and
  in a manner he reasonably believes to be in, or not opposed to, the best
  interest 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 Louisiana Business Corporation 
  Law are not exclusive; however, no corporation may indemnify any person for
  willful or intentional misconduct.  The 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 Registrant's Articles require the Registrant to indemnify the 
  officers and directors of the Registrant to the fullest extent permitted and/or
  required by law.  In addition, the Bylaws of the Registrant require the
  Registrant to indemnify any person who was or is a party or threatened to be
  made a party to an action by reason of the fact that he is or was a director,
  officer, employee or agent of the Registrant (or of another company at the
  request of the Registrant) against liabilities and expenses incurred in
  connection with such action if he acted in good faith and in a manner he
  reasonably believed to be in or not opposed to the best interest of the
  Registrant (and, with respect to any criminal action, had no reasonable cause to
  believe his conduct was unlawful).  There are certain additional limitations in
  the case of actions by or in the right of the Registrant.  Indemnification is
  mandatory to the extent such person is successful on the merits or otherwise in
  defense of such an action.
  
            Also pursuant to the provisions of the Louisiana Business Corporation
  Law, the Registrant has adopted provisions in its Articles of Incorporation that
  eliminate personal liability of its officers and directors to the Registrant or
  its shareholders for monetary damages incurred as a result of the breach of
  their duty of care.
  
            The Registrant maintains an insurance policy covering the liability 
  of its directors and officers for actions taken in their official capacity.
  
  
  
  
  
                                        -3-
  <PAGE>   4
            The foregoing description of certain provisions of the Company's 
  First Restated Articles of Incorporation and Amended and Restated Bylaws is
  qualified in its entirety by reference to those documents, filed as exhibits to
  documents as described in Item 8 hereof.
  
  Item 7.   Exemption from Registration Claimed.
  
                   Not Applicable.
  
  Item 8.   Exhibits
  
  Exhibit No.                           Description
  
     4.1          First Restated Articles of Incorporation of The New Iberia 
                  Bancorp, Inc. (incorporated by  reference to Exhibit 3.(i) to 
                  the Registrant's Registration Statement on Form 8-A/A1 filed 
                  with the Commission on July 19, 1995).
                  
     4.2          Amended and Restated Bylaws of The New Iberia Bancorp, Inc. 
                  dated July 10, 1995, as amended on August 12, 1996.
                  
     5            Opinion of Gordon, Arata, McCollam & Duplantis, L.L.P. with 
                  respect to the original issuance of securities being registered.
                  
     23.1         Consent of Arthur Andersen, LLP.
                  
     23.2         Consent of Gordon, Arata, McCollam & Duplantis, L.L.P. 
                  (included in Exhibit 5).
     
     24           Power of Attorney to file future amendments (included in Part 
                  II of the Registration Statement).
  
  Item 9.   Undertakings.
  
            (a)      The undersigned Registrant hereby undertakes:
  
                     (1)     To file, during any period in which offers or sales 
  are being made, a post-effective amendment to this Registration Statement 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.
  
  
  
  
  
                                       -4-
  <PAGE>   5
                     (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.
  
            (b)      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 Section
  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.
  
            (c)      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, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  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.
  
                                     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 Iberia, State of Louisiana, on October 14, 1996.
  
  
                                          THE NEW IBERIA BANCORP, INC.
  
  
                                          By: /s/ Ernest Freyou
                                              -----------------------------------
                                              Ernest Freyou
                                              Chief Executive Officer 
                                              and President
  
  
  
  
  
                                        -5-
  <PAGE>   6
                                 Power of Attorney
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
  appears below constitutes and appoints Ernest Freyou his true and lawful
  attorney-in-fact and agent, with full power of substitution and resubstitution,
  for him and in his name, place and stead, and 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 or his substitute or
  substitutes full power and authority to do and perform each and every act and
  thing requisite or necessary to be done in and about the premises, 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, this 
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  
  /s/ ERNEST FREYOU                           Date:  October 14, 1996
  ---------------------------------------
  Ernest Freyou
  Chief Executive Officer and President
  
  /s/ JAMES W. SCHWING, SR.                   Date:  October 14, 1996
  ---------------------------------------
  James W. Schwing, Sr.
  Chairman of the Board
  
  
  /s/ LON DUPRE                               Date:  October 14, 1996
  ---------------------------------------
  Lon Dupre
  Chief Financial Officer (Principal 
  Financial and Accounting Officer)
  
  
  /s/ GERALD H. HALPHEN, M.D.                 Date:  October 14, 1996
  ---------------------------------------
  Gerald H. Halphen, M.D.
  Director
  
  /s/ FRANK C. MINVIELLE                      Date:  October 14, 1996
  ---------------------------------------
  Frank C. Minvielle
  Director
  
  /s/ JULES A. SCHWING                        Date:  October 14, 1996
  ---------------------------------------
  Jules A. Schwing
  Director
  
  
  
  
  
                                        -6-
  <PAGE>   7
  /s/ JERRY E. SHEA, SR.                      Date:  October 14, 1996
  ---------------------------------------
  Jerry E. Shea, Sr.
  Director
  
  /s/ EDWARD P. TERRELL, III                  Date:  October 14, 1996
  ---------------------------------------
  Edward P. Terrell, III
  Director
  
  /s/ EUGENE A. PATOUT, SR.                   Date:  October 14, 1996
  ---------------------------------------
  Eugene A. Patout, Sr.
  Director
  
  /s/ CHARLES C. LEMAIRE                      Date:  October 14, 1996
  ---------------------------------------
  Charles C. LeMaire
  Director
  
                                              Date:  October   , 1996
  ---------------------------------------                    --
  Edmond A. Lamperez, M.D.
  Director
  
  /s/ JAMES L. GRAY                           Date:  October 14, 1996
  ---------------------------------------
  James L. Gray
  Director
  
  /s/ WILLIAM D. QUINLAN                      Date:  October 14, 1996
  ---------------------------------------
  William D. Quinlan
  Director
  
  
  
  
  
                                       -7-
  <PAGE>   8
                            Index to Exhibits Filed with
                          Form S-8 Registration Statement
  
  
  
  Exhibit No.                        Description                          Page No.
  -----------                        -----------                          --------
  
     4           Amended and Restated Bylaws of The New Iberia               9 
                 Bancorp, Inc. dated July 10, 1995, as amended 
                 on August 12, 1996.
                 
     5           Opinion of Gordon, Arata, McCollam & Duplantis,             22
                 L.L.P. with respect to the original issuance of
                 securities being registered.
                 
     23.1        Consent of Arthur Andersen, LLP.                            25  
                 
     23.2        Consent of Gordon, Arata, McCollam & Duplantis,             23
                 L.L.P. (included in Exhibit 5).
                 
     24          Power of Attorney to file future amendments 
                 (included in Part II of the Registration Statement).        6
  
  
  
  
  
                                        -8-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18775}]
metadata_filer: {"company-data": {"conformed-name": "NEW IBERIA BANCORP INC", "cik": "0000731940", "assigned-sic": "6022", "irs-number": "720960631", "state-of-incorporation": "LA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14553", "film-number": "96645975"}, "business-address": {"street1": "800 SOUTH LEWIS", "city": "NEW IBERIA", "state": "LA", "zip": "70560", "phone": "3183656761"}, "mail-address": {"street1": "800 S LEWIS ST", "street2": "P O BOX 11240", "city": "NEW IBERIA", "state": "LA", "zip": "70562"}, "former-company": {"former-conformed-name": "NEW IBERIA NATIONAL BANCORP INC", "date-changed": "19880421"}}
text: 1
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                     UNDER THE
                               SECURITIES ACT OF 1933
  
                            The New Iberia Bancorp, Inc.          
                 --------------------------------------------------
                 (Exact Name of Registrant as Specified in Charter)
  
           Louisiana                                                72-0969631   
  ---------------------------------                            -------------------
  (State or other Jurisdiction of                               (I.R.S. Employer  
  Incorporation or Organization)                               Identification No.)
  
                800 South Lewis Street, New Iberia, Louisiana 70560
                ---------------------------------------------------
                (Address of Principal Executive Office)  (Zip Code)
  
                            The New Iberia Bancorp, Inc.
                           Nonstatutory Stock Option Plan
                           ------------------------------
                              (Full Title of the Plan)
  
                Ernest Freyou, President and Chief Executive Officer
                            The New Iberia Bancorp, Inc.
                800 South Lewis Street, New Iberia, Louisiana 70560
                ----------------------------------------------------
                      (Name and Address of Agent for Service)
  
                                   (318) 365-6761                       
           -------------------------------------------------------------
           (Telephone Number, Including Area Code, of Agent for Service)
  
                                      Copy to:
                    Gordon, Arata, McCollam & Duplantis, L.L.P.
          201 St. Charles Avenue, 40th Floor, New Orleans, Louisiana 70170
                              Attn:  Cathy E. Chessin
                              Telephone (504) 582-1111
  
                        CALCULATION OF THE REGISTRATION FEE
  Proposed             Proposed
  Title of                                           Maximum              Maximum
  Securities                                         Offering             Aggregate
  to be                  Amount to be                Price Per            Offering           Amount of
  Registered             Registered(1)(2)            Share(2)             Price(2)           Registration
  ----------             ----------------            --------             --------           ------------
  Common Stock                150,000                $11.98               $1,797,000            $545
  (no par value)
  (1)      Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
           "Securities Act"), this Registration Statement shall also cover any
           additional shares of Common Stock which become issuable under The New
           Iberia Bancorp, Inc. Nonstatutory Stock Option Plan by reason of any
           stock dividend, stock split, recapitalization or other similar
           transaction effected without the receipt of consideration which
           results in an increase in the number of the Company's outstanding
           shares of Common Stock.
  
  (2)      These shares of Common Stock represent the shares of Common Stock with
           respect to which options have been granted under The New Iberia
           Bancorp, Inc. Nonstatutory Stock Option Plan (the initial issuance of
           options for 100,000 shares was adjusted by a three-for-two stock split
           effected as a 50% stock dividend payable on September 24, 1996).  The
           exercise price in each case is $11.98 per share (initially $17.97,
           adjusted to take into account the stock dividend).
  2
  PART II.         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.   Incorporation of Documents by Reference.
  
            The following documents filed by the Registrant with the Commission 
  are incorporated herein by reference:
  
            (a)      The Registrant's Annual Report on Form 10-K for the year 
  ended December 31, 1995.
  
            (b)      The Registrant's Quarterly Reports on Form 10-Q for the 
  quarters ended March 31, 1996 and June 30, 1996.
  
            (c)      The Registrant's Current Reports on Form 8-K dated January 
  25, 1996 (and filed with the Commission on January 26, 1996) and July 19, 1996 
  (and filed with the Commission on July 22, 1996).
  
            (d)      The description of the Common Stock included in the 
  Registrant's Registration Statement on Form 8-A filed with the Commission on
  February 1, 1984 as amended by the description of the Common Stock included in
  the Registrant's amendment to its Registration Statement or Form 8-A/A1 filed
  with the Commission on July 19, 1995.
  
            All documents subsequently filed by the Registrant with the 
  Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934, prior to the filing of a post-effective amendment which
  indicates that all securities covered by this Registration Statement have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference in the Registration Statement and to be part
  thereof from the date of filing of 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 in any other subsequently filed document which also is or is
  deemed to be incorporated by reference herein modifies or supersedes such
  statement.  Any statement 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.
  
                   Not Applicable.
  
  Item 5.   Interests of Named Experts and Counsel.
  
                   Not Applicable.
  
                                        -2-
  3
  Item 6.   Indemnification of Directors and Officers.
  
            Section 83 of the Louisiana Business Corporation Law 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) if such action arises out of the fact that he is or was a director,
  officer, employee or agent of the corporation and he acted in good in faith and
  in a manner he reasonably believes to be in, or not opposed to, the best
  interest 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 Louisiana Business Corporation 
  Law are not exclusive; however, no corporation may indemnify any person for
  willful or intentional misconduct.  The 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 Registrant's Articles require the Registrant to indemnify the 
  officers and directors of the Registrant to the fullest extent permitted and/or
  required by law.  In addition, the Bylaws of the Registrant require the
  Registrant to indemnify any person who was or is a party or threatened to be
  made a party to an action by reason of the fact that he is or was a director,
  officer, employee or agent of the Registrant (or of another company at the
  request of the Registrant) against liabilities and expenses incurred in
  connection with such action if he acted in good faith and in a manner he
  reasonably believed to be in or not opposed to the best interest of the
  Registrant (and, with respect to any criminal action, had no reasonable cause to
  believe his conduct was unlawful).  There are certain additional limitations in
  the case of actions by or in the right of the Registrant.  Indemnification is
  mandatory to the extent such person is successful on the merits or otherwise in
  defense of such an action.
  
            Also pursuant to the provisions of the Louisiana Business Corporation
  Law, the Registrant has adopted provisions in its Articles of Incorporation that
  eliminate personal liability of its officers and directors to the Registrant or
  its shareholders for monetary damages incurred as a result of the breach of
  their duty of care.
  
            The Registrant maintains an insurance policy covering the liability 
  of its directors and officers for actions taken in their official capacity.
  
                                        -3-
  4
            The foregoing description of certain provisions of the Company's 
  First Restated Articles of Incorporation and Amended and Restated Bylaws is
  qualified in its entirety by reference to those documents, filed as exhibits to
  documents as described in Item 8 hereof.
  
  Item 7.   Exemption from Registration Claimed.
  
                   Not Applicable.
  
  Item 8.   Exhibits
  
  Exhibit No.                           Description
  
     4.1          First Restated Articles of Incorporation of The New Iberia 
                  Bancorp, Inc. (incorporated by  reference to Exhibit 3.(i) to 
                  the Registrant's Registration Statement on Form 8-A/A1 filed 
                  with the Commission on July 19, 1995).
                  
     4.2          Amended and Restated Bylaws of The New Iberia Bancorp, Inc. 
                  dated July 10, 1995, as amended on August 12, 1996.
                  
     5            Opinion of Gordon, Arata, McCollam & Duplantis, L.L.P. with 
                  respect to the original issuance of securities being registered.
                  
     23.1         Consent of Arthur Andersen, LLP.
                  
     23.2         Consent of Gordon, Arata, McCollam & Duplantis, L.L.P. 
                  (included in Exhibit 5).
     
     24           Power of Attorney to file future amendments (included in Part 
                  II of the Registration Statement).
  
  Item 9.   Undertakings.
  
            (a)      The undersigned Registrant hereby undertakes:
  
                     (1)     To file, during any period in which offers or sales 
  are being made, a post-effective amendment to this Registration Statement 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.
  
                                       -4-
  5
                     (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.
  
            (b)      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 Section
  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.
  
            (c)      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, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  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.
  
                                     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 Iberia, State of Louisiana, on October 14, 1996.
  
                                          THE NEW IBERIA BANCORP, INC.
  
                                          By: /s/ Ernest Freyou
                                              -----------------------------------
                                              Ernest Freyou
                                              Chief Executive Officer 
                                              and President
  
                                        -5-
  6
                                 Power of Attorney
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
  appears below constitutes and appoints Ernest Freyou his true and lawful
  attorney-in-fact and agent, with full power of substitution and resubstitution,
  for him and in his name, place and stead, and 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 or his substitute or
  substitutes full power and authority to do and perform each and every act and
  thing requisite or necessary to be done in and about the premises, 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, this 
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  /s/ ERNEST FREYOU                           Date:  October 14, 1996
  ---------------------------------------
  Ernest Freyou
  Chief Executive Officer and President
  
  /s/ JAMES W. SCHWING, SR.                   Date:  October 14, 1996
  ---------------------------------------
  James W. Schwing, Sr.
  Chairman of the Board
  
  /s/ LON DUPRE                               Date:  October 14, 1996
  ---------------------------------------
  Lon Dupre
  Chief Financial Officer (Principal 
  Financial and Accounting Officer)
  
  /s/ GERALD H. HALPHEN, M.D.                 Date:  October 14, 1996
  ---------------------------------------
  Gerald H. Halphen, M.D.
  Director
  
  /s/ FRANK C. MINVIELLE                      Date:  October 14, 1996
  ---------------------------------------
  Frank C. Minvielle
  Director
  
  /s/ JULES A. SCHWING                        Date:  October 14, 1996
  ---------------------------------------
  Jules A. Schwing
  Director
  
                                        -6-
  7
  /s/ JERRY E. SHEA, SR.                      Date:  October 14, 1996
  ---------------------------------------
  Jerry E. Shea, Sr.
  Director
  
  /s/ EDWARD P. TERRELL, III                  Date:  October 14, 1996
  ---------------------------------------
  Edward P. Terrell, III
  Director
  
  /s/ EUGENE A. PATOUT, SR.                   Date:  October 14, 1996
  ---------------------------------------
  Eugene A. Patout, Sr.
  Director
  
  /s/ CHARLES C. LEMAIRE                      Date:  October 14, 1996
  ---------------------------------------
  Charles C. LeMaire
  Director
  
                                              Date:  October   , 1996
  ---------------------------------------                    --
  Edmond A. Lamperez, M.D.
  Director
  
  /s/ JAMES L. GRAY                           Date:  October 14, 1996
  ---------------------------------------
  James L. Gray
  Director
  
  /s/ WILLIAM D. QUINLAN                      Date:  October 14, 1996
  ---------------------------------------
  William D. Quinlan
  Director
  
                                       -7-
  8
                            Index to Exhibits Filed with
                          Form S-8 Registration Statement
  
  Exhibit No.                        Description                          Page No.
  -----------                        -----------                          --------
  
     4           Amended and Restated Bylaws of The New Iberia               9 
                 Bancorp, Inc. dated July 10, 1995, as amended 
                 on August 12, 1996.
                 
     5           Opinion of Gordon, Arata, McCollam & Duplantis,             22
                 L.L.P. with respect to the original issuance of
                 securities being registered.
                 
     23.1        Consent of Arthur Andersen, LLP.                            25  
                 
     23.2        Consent of Gordon, Arata, McCollam & Duplantis,             23
                 L.L.P. (included in Exhibit 5).
                 
     24          Power of Attorney to file future amendments 
                 (included in Part II of the Registration Statement).        6
  
                                        -8-