Exhibit 8

                                     DRAFT

                 TAX OPINION OF CASTAING, HUSSEY & LOLAN, LLC

          [LETTERHEAD OF CASTAING, HUSSEY & LOLAN, LLC APPEARS HERE]

             , 2003

IBERIABANK Corporation
1101 East Admiral Doyle Drive
New Iberia, LA 70560

Acadiana Bancshares, Inc.
200 West Congress Street
Lafayette, LA 70502

Dear Sir or Madam:

   This letter is in response to your request that we provide you with our
opinion concerning certain federal income tax consequences which would arise
from consummation of the proposed merger of Acadiana Bancshares, Inc.
("Acadiana") with and into a wholly-owned subsidiary of IBERIABANK Corporation
("IBKC") (the "Merger").

   We have examined the law and such papers, including the Agreement and Plan
of Merger dated September 22, 2002 (the "Agreement"), the registration
statement on Form S-4 and additional documents as deemed necessary to render
this opinion. As to questions of fact material to our opinion we have relied
upon representations of IBKC and Acadiana contained in letters addressed to us,
without undertaking to verify the same by independent investigation; upon
representations set forth in the Agreement (including the Exhibits); and upon
such other documents pertaining to the merger as we have deemed appropriate and
necessary.

   In our examination we have assumed that (i) the Merger will be consummated
in accordance with the terms of the Agreement; (ii) each entity that is a party
to the documents described in the preceding paragraphs has been duly organized
under the laws of its state or country of organization, is validly existing and
in good standing under such laws, and is duly qualified and in good standing in
each jurisdiction in which it is required to be qualified to engage in the
transactions contemplated by the documents (iii) each such entity has full
power, authority, capacity, and legal right to enter into and perform the terms
of the Agreement and the transactions contemplated thereby; (iv) the copies or
originals of the documents furnished to us are authentic (if originals) or
accurate (if copies), those that are contracts or instruments are enforceable
and effective in accordance with their terms against all parties thereto, and
all signatures are genuine; (v) any representations made in the documents are,
and will continue to be, true and complete, and no default exists under any of
the documents; (vi) the business and affairs of each of the entities that is a
party to any of the documents will be conducted in accordance with the
documents and all relevant laws; (vii) no actions will be taken, no change in
any of the documents will occur, and no other events will occur, after the date
hereof, that would have the effect of altering the facts, documents, or
assumptions upon which this opinion is based; and (viii) the business reasons
for the merger will constitute valid business purposes, within the meaning of
Treasury Regulation Section 1.368-1(b) and (c), for the Merger.

   The opinion rendered herein is based upon the provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), Treasury Department proposed,
temporary, and final regulations, judicial decisions, and rulings and
administrative interpretations of the Internal Revenue Service, as each of the
foregoing exists on the date hereof. The opinion rendered below is not binding
on the Internal Revenue Service or a court of law, and no assurance can be
given that legislative or administrative action or judicial decisions that
differ from the opinion



rendered below will not be forthcoming. Any such differences could be
retroactive to transactions or business operations prior to such action or
decisions.

   We express no opinion as to the federal income tax consequences of the
Merger other than that described below, as to the effect of the Merger on prior
transactions, or as to any state, local, or foreign income or other tax
consequences with respect to the Merger.

   Based on the foregoing, we are of the opinion, as of the date hereof and,
under existing law, that:

      (a) the Merger qualifies as a reorganization under Section 368(a)(1)(A)
   of the Internal Revenue Code, and Acadiana and IBKC each will be a "party to
   a reorganization" within the meaning of Section 368(b) of the Code.

      (b) no gain or loss will be recognized by Acadiana or IBKC as a result of
   the Merger.

      (c) a shareholder of Acadiana who receives both IBKC common stock and
   cash consideration in exchange for all of his or her shares of Acadiana
   common stock generally will recognize gain, but not loss, to the extent of
   the lesser of:

          (1) the excess, if any, of

             (a) the sum of the aggregate fair market value of the cash and
          IBKC common stock received over

             (b) the shareholder's tax basis in Acadiana common stock; and

          (2) the amount of cash received;

      (d) the aggregate tax basis of the IBKC common stock received by
   shareholders of Acadiana who exchange all of their Acadiana common stock in
   the Merger will equal such shareholder's aggregate tax basis in the shares
   of Acadiana common stock being exchanged, reduced by any amount allocable to
   a fractional share interest of IBKC common stock for which cash is received
   and by the amount of any cash consideration received, and increased by the
   amount of taxable gain, if any, recognized by such shareholder in the Merger,

      (e) the holding period of the shares of IBKC common stock received in the
   Merger will include the period during which the shares of Acadiana common
   stock surrendered in exchange therefor were held, provided such shares of
   Acadiana common stock were held as capital assets at the effective time of
   the Merger.

   We are furnishing this letter to you solely for filing with the Securities
and Exchange Commission as an exhibit to the Registration Statement and for
description of the opinion therein. This letter is not to be used, circulated,
quoted, or otherwise referred to for any other purpose without our prior
written consent. We undertake no responsibility to update or supplement this
letter.

Sincerely,

CASTAING, HUSSEY & LOLAN, LLC