<PAGE>


   As filed with the Securities and Exchange Commission on October 28, 1996


                                                       Registration No. _______


                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549


                                       FORM S-8

                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933


                                 BANCORP HAWAII, INC.
                  (Exact name of Issuer as specified in its charter)

                   HAWAII                               99-0148992
          (State of Incorporation)            (IRS Employer Identification No.)

                                 130 MERCHANT STREET
                               HONOLULU, HAWAII  96813
                       (Address of principal executive offices)


              BANCORP HAWAII, INC. DIRECTORS' DEFERRED COMPENSATION PLAN
                                 (Full title of plan)


                                JOSEPH T. KIEFER, ESQ.
                                 BANCORP HAWAII, INC.
                                    P. O. BOX 2900
                                HONOLULU, HAWAII 96846
                                    (808) 537-8111
                            (Name, address, and telephone
                             number of agent for service)

<PAGE>

                     CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
  Title of                   Proposed maximum     Proposed
securities to    Amount to    offering price   maximum aggregate    Amount of
be registered  be registered per share or Unit  offering price  registration fee
--------------------------------------------------------------------------------

Common Stock   30,000 shares     $39.00(1)     $1,170,000(1)        $354.55
(par value $2
per share)

Deferred       $1,300,000(3)       100%        $1,300,000(3)        $393.94
Compensation
Obligations (2)

         (1) In accordance with Rule 457 calculated on the basis of the average
  of the high and low prices for the Common Stock on the New York Stock Exchange
  composite tape on October 22, 1996.

         (2) The Deferred Compensation Obligations are unsecured obligations of 
  the registrant to pay deferred compensation in the future in accordance with 
  the terms of the Bancorp Hawaii, Inc. Directors' Deferred Compensation Plan.

         (3) Estimated solely for purposes of determining the registration fee.

<PAGE>

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents are incorporated by reference in the registration
statement:

(a)     The registrant's latest annual report on Form 10-K, or if the financial
statements therein are more current, the registrant's latest prospectus filed 
pursuant to Rule 424(b) of the Securities Exchange Commission under the 
Securities Act of 1933 containing audited financial statements for the 
registrant's latest fiscal year for which such statements have been filed.

(b)     All other reports filed by the registrant pursuant to Sections 13(a) 
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal 
year covered by the annual report or the prospectus referred to in (a) above.

(c)     The description of registrant's common stock contained in the 
registration statement filed under Section 12 of the Securities Exchange Act 
of 1934, including any amendment or report filed for the purpose of updating 
that description.

    All documents subsequently filed by the registrant 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 to the registration statement which 
indicates that all of the securities offered have been sold or which 
deregisters all of such securities then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be a 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 the 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 such statement so 
modified or superseded shall not be deemed, except as so modified or 
superseded, to constitute a part of this registration statement.

<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES.

     Set forth below is a summary of deferred compensation obligations created 
by the Bancorp Hawaii, Inc. Directors' Deferred Compensation Plan (the "Plan"). 
This summary is qualified in its entirety by reference to the terms of the Plan 
and the related Trust Agreement, filed as Exhibit 4 hereto and incorporated 
herein by reference. 

     The Plan provides non-employee directors of the registrant and of Bank of 
Hawaii with the opportunity to make annual elections to defer all annual 
retainer fees, or all annual retainer and meeting fees, for the following Plan 
year.  The deferred compensation obligations are unsecured general obligations 
of the registrant to make future payment of deferred compensation (plus any net 
investment earnings attributable thereto) in accordance with the terms of the 
Plan.

     Under the Plan, a separate account will be established for each 
participant.  Deferred fees of each participant will be credited to that 
participant's account as soon as reasonably practicable following the date on 
which those fees would otherwise be payable to the participant.  For purposes 
of determining the value of each participant's account, the amount allocated to 
the participant's account (including account balances that existed prior to the 
Plan amendments effective on September 1, 1996), will be treated as if such 
amount were invested or reinvested in one or more of the Pacific Capital Funds 
or shares of the registrant's common stock, as directed by the participant.  
Each account will be adjusted to reflect appreciation or depreciation in the 
value attributable to the funds so elected, as well as income or loss 
attributable to such funds and distributions and expenses charged to the 
account.

     The value of each participant's account will be distributed upon the 
termination of such participant's service as a director, or upon such 
participant's death.  Participants may elect to receive distributions either in 
cash or in kind (I.E. in the form of securities, which may include registrant's 
common stock, corresponding to those of the funds used to value a participant's 
account).  Participants may elect to receive distributions in a lump sum or in 
installments, and have the right to designate beneficiaries to receive any 
distributions payable upon death of an active participant, or any distributions 
that remain unpaid upon the death of a former participant.  Interests of 
participants under the Plan may not be sold, transferred, assigned, pledged or 
hypothecated.

<PAGE>

     The Plan, which is administered by the Compensation Committee (the 
"Committee") of the registrant's board of directors, may be amended or 
terminated at any time by the registrant's board of directors.  However, no 
amendment or termination shall adversely affect any participant's right with 
respect to amounts then accrued to his account.  The deferred compensation 
obligations are not convertible into another security of the registrant.  
However, as noted above, registrants have the right to receive distributions 
in kind.

     The Plan does not require the registrant to actually invest deferred fees 
in funds selected by participants, or in any other investment.  Participants 
will have no right, title or interest in any investments made by the registrant 
to aid it in meeting its Plan obligations.

     Although not required by the terms of the Plan, a "rabbi trust" has been 
established by the registrant pursuant to a Trust Agreement effective as of 
September 1, 1996.  The assets of that trust are intended for use in meeting 
the registrant's obligations under the Plan.  The Trust Agreement requires the 
trustee to maintain a separate account for each participant, and requires the 
registrant to irrevocably deposit amounts, equivalent to the deferred fees to 
be allocated to each participant's account, as soon as practicable following 
the date on which such fees would otherwise be paid to the participant.  
However, the trustee (Hawaiian Trust Company, Ltd., a subsidiary of the 
registrant) is not responsible for computation or collection of contributions 
from the registrant.  Amounts deposited for participants' accounts (and related 
income) are to be held in trust for the exclusive benefit of participants and 
their beneficiaries (but subject to claims of the registrant's general 
creditors, as described below).

     The Trust Agreement requires the trustee to invest trust assets in 
accordance with the directions of the Committee.  The Committee may require the 
trustee to create one or more separate investment funds, and the Committee is 
permitted to allow each participant to direct the trustee to invest amounts 
equivalent to that participant's account in one or more of such funds.  It is 
anticipated (though not required) that the Committee will implement these 
powers, and for that purpose will require the trustee to utilize investment 
funds (including common stock of the registrant) that correspond to the funds 
utilized under the Plan.

     The trust is irrevocable and may not be amended or terminated by the 
registrant.  However, it may be amended by agreement between the trustee and 
the registrant in certain circumstances.  If there is a "change in control" of 
the registrant (as defined in the Trust Agreement), the Committee's authority 
to direct the trustee will terminate, and the trustee will act on its own 
discretion to carry out the terms of the Trust Agreement.  Upon a change in 
control, the registrant will also be obligated to make irrevocable 
contributions to the trust in amounts sufficient to pay the benefits to which 
each participant would be entitled as of the date on which the change in 
control occurs. Also, if the trustee resigns or is removed within one year of a
change in control, the trustee (and not the registrant) will select a successor 
trustee.

<PAGE>

     Participants will have no preferred claims on, or beneficial ownership in, 
any assets of the trust, and the Trust Agreement provides that any rights 
created under the Plan or the trust shall be mere unsecured contractual rights 
of the participants against the registrant.  Under the Trust Agreement, assets 
of the trust will remain subject to the claims of the registrant's general 
creditors as if those assets were general assets of the registrant, subject to 
provisions of the Trust Agreement that preclude payment of registrant's 
creditors with trust assets unless the trustee has been so directed by a court, 
or a person appointed by a court, having jurisdiction over the financial 
affairs of the registrant.  Also, the registrant is prohibited from creating 
security interests in the trust in favor of any of its creditors.  The Trust 
Agreement provides that if the trustee is informed by the Committee that the 
registrant is insolvent (as defined in the Trust Agreement), the trustee is to 
discontinue payments to participants and hold trust assets for the benefit of 
the registrant's creditors, subject to the rights of Plan participants to 
pursue their rights as general creditors of the registrant with respect to 
benefits due under the Plan.  Except as otherwise required by law, assets of 
the trust are not subject to assignment, alienation, pledge, or attachment for 
the benefit of any participant, or claims of creditors of any participant, and 
shall not otherwise be voluntarily or involuntarily alienated or encumbered by 
any participant. 

     The registrant has included the deferred compensation obligations in this 
registration statement because of uncertainty as to whether the deferred 
compensation obligations would or should be considered to be securities or to 
be subject to registration under the Securities Act of 1933.  Inclusion of such 
obligations in this registration statement is not an admission by the 
registrant that such obligations are securities or are subject to the 
registration requirements of the Securities Act of 1933.  This registration 
statement also includes common stock of registrant to be issued by it to or for 
the benefit of participants or their beneficiaries pursuant to the Plan and 
related Trust Agreement.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                                   Not applicable.
<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 415-5 of the Hawaii Revised Statutes authorizes a Hawaii
corporation to indemnify its directors, officers, employees and agents 
against certain liabilities and expenses they may incur in such capacities, 
and provides that such persons have a right to indemnification against 
expenses where they have been successful on the merits or otherwise in 
defense of certain types of actions or any issue therein.  The 
indemnification provided by Section 415-5 is not exclusive of any other 
indemnification rights that may exist under any bylaw, agreement, vote of 
shareholders or disinterested directors, or otherwise.  The registrant's 
Restated Articles of Incorporation provide for the indemnification of the 
registrant's directors, officers, employees or agents against certain 
liabilities.  Additionally, the registrant maintains insurance under which 
its directors, officers, employees or agents are insured against certain 
liabilities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                                   Not applicable.

ITEM 8.  EXHIBITS.

         The exhibits to the registration statement are listed in the Exhibit 
Index elsewhere herein.

ITEM 9.  UNDERTAKINGS

         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: (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 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; provided, however, that clauses (i) and (ii) do not 
apply if the information required to be included in a post-effective 
amendment by those clauses is contained in periodic reports filed pursuant to 
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are 
incorporated by reference 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.

<PAGE>

         (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)  That, for purposes of determining any liability under the 
Securities Act of 1933, each filing of the registrant's annual report 
pursuant to Sections 13(a) and 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.

         (5)  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 provisions described in 
Item 6, 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 proceedings) 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.

<PAGE>

                                      SIGNATURES

         THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, Bancorp Hawaii, Inc. 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 Honolulu, Hawaii, on the 25th day 
of October, 1996.

                                        BANCORP HAWAII, INC.


                                        By /s/ LAWRENCE M. JOHNSON
                                           ------------------------------------
                                           Lawrence M. Johnson, Chairman of
                                           the Board and Chief Executive Officer


         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.

Signature                           Title                        Date
---------                           -----                        ----

/s/ LAWRENCE M. JOHNSON
--------------------------      Chairman of the Board,      October 25, 1996
Lawrence M. Johnson             Chief Executive
                                Officer and Director


          *                     President and Director      October 25, 1996
--------------------------
Richard J. Dahl


          *                     Director                    October 25, 1996
--------------------------
Peter D. Baldwin


          *                     Director                    October 25, 1996
--------------------------
Mary G.F. Bitterman

<PAGE>

          *                     Director                    October 25, 1996
--------------------------
David A. Heenan


          *                     Director                    October 25, 1996
--------------------------
Stuart T.K. Ho


          *                     Director                    October 25, 1996
--------------------------
Thomas C. Leppert


          *                     Director                    October 25, 1996
--------------------------
Herbert M. Richards, Jr.


          *                     Director                    October 25, 1996
--------------------------
H.  Howard Stephenson


          *                     Director                    October 25, 1996
--------------------------
Fred E. Trotter


          *                     Director                    October 25, 1996
--------------------------
Stanley S. Takahashi


          *                     Director                    October 25, 1996
--------------------------
K. Tim Yee


          *                     Chief Financial Officer     October 25, 1996
--------------------------
David A. Houle


          *                     Chief Accounting Officer    October 25, 1996
--------------------------
Denis K. Isono


*By  /s/ LAWRENCE M. JOHNSON
     -----------------------
     Lawrence M. Johnson
     Attorney-in-Fact

<PAGE>


                                    EXHIBIT INDEX

                                                      Sequentially
No.                Description                        Numbered Page
--------------------------------------------------------------------

    (4)            Bancorp Hawaii, Inc.
                   Directors' Deferred
                   Compensation Plan
                   (Restatement Effective 1/1/96)
                   with Amendment No. 96-1; and
                   Trust Agreement (Effective 9/1/96)

    (5)            Opinion of Carlsmith Ball
                   Wichman Case & Ichiki
                   re legality

    (23)(a)        Consent of Ernst & Young LLP

    (23)(b)        Consent of Carlsmith Ball
                   Wichman Case & Ichiki
                   (See Exhibit (5))

    (24)           Power of Attorney
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 21869}]
{"company-data": {"conformed-name": "BANCORP HAWAII INC", "cik": "0000046195", "assigned-sic": "6022", "irs-number": "990148992", "state-of-incorporation": "HI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14929", "film-number": "96648611"}, "business-address": {"street1": "130 MERCHANT STREET", "city": "HONOLULU", "state": "HI", "zip": "96813-", "phone": "8085378111"}, "mail-address": {"street1": "PO BOX 2900", "city": "HONOLULU", "state": "HI", "zip": "96846"}, "former-company": {"former-conformed-name": "HAWAII BANCORPORATION INC", "date-changed": "19800128"}}
As filed with the Securities and Exchange Commission on October 28, 1996

                                                       Registration No. _______

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                       FORM S-8

                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

                                 BANCORP HAWAII, INC.
                  (Exact name of Issuer as specified in its charter)

                   HAWAII                               99-0148992
          (State of Incorporation)            (IRS Employer Identification No.)

                                 130 MERCHANT STREET
                               HONOLULU, HAWAII  96813
                       (Address of principal executive offices)

              BANCORP HAWAII, INC. DIRECTORS' DEFERRED COMPENSATION PLAN
                                 (Full title of plan)

                                JOSEPH T. KIEFER, ESQ.
                                 BANCORP HAWAII, INC.
                                    P. O. BOX 2900
                                HONOLULU, HAWAII 96846
                                    (808) 537-8111
                            (Name, address, and telephone
                             number of agent for service)
CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
  Title of                   Proposed maximum     Proposed
securities to    Amount to    offering price   maximum aggregate    Amount of
be registered  be registered per share or Unit  offering price  registration fee
--------------------------------------------------------------------------------

Common Stock   30,000 shares     $39.00(1)     $1,170,000(1)        $354.55
(par value $2
per share)

Deferred       $1,300,000(3)       100%        $1,300,000(3)        $393.94
Compensation
Obligations (2)

         (1) In accordance with Rule 457 calculated on the basis of the average
  of the high and low prices for the Common Stock on the New York Stock Exchange
  composite tape on October 22, 1996.

         (2) The Deferred Compensation Obligations are unsecured obligations of 
  the registrant to pay deferred compensation in the future in accordance with 
  the terms of the Bancorp Hawaii, Inc. Directors' Deferred Compensation Plan.

         (3) Estimated solely for purposes of determining the registration fee.
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents are incorporated by reference in the registration
statement:

(a)     The registrant's latest annual report on Form 10-K, or if the financial
statements therein are more current, the registrant's latest prospectus filed 
pursuant to Rule 424(b) of the Securities Exchange Commission under the 
Securities Act of 1933 containing audited financial statements for the 
registrant's latest fiscal year for which such statements have been filed.

(b)     All other reports filed by the registrant pursuant to Sections 13(a) 
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal 
year covered by the annual report or the prospectus referred to in (a) above.

(c)     The description of registrant's common stock contained in the 
registration statement filed under Section 12 of the Securities Exchange Act 
of 1934, including any amendment or report filed for the purpose of updating 
that description.

    All documents subsequently filed by the registrant 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 to the registration statement which 
indicates that all of the securities offered have been sold or which 
deregisters all of such securities then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be a 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 the 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 such 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.

     Set forth below is a summary of deferred compensation obligations created 
by the Bancorp Hawaii, Inc. Directors' Deferred Compensation Plan (the "Plan"). 
This summary is qualified in its entirety by reference to the terms of the Plan 
and the related Trust Agreement, filed as Exhibit 4 hereto and incorporated 
herein by reference. 

     The Plan provides non-employee directors of the registrant and of Bank of 
Hawaii with the opportunity to make annual elections to defer all annual 
retainer fees, or all annual retainer and meeting fees, for the following Plan 
year.  The deferred compensation obligations are unsecured general obligations 
of the registrant to make future payment of deferred compensation (plus any net 
investment earnings attributable thereto) in accordance with the terms of the 
Plan.

     Under the Plan, a separate account will be established for each 
participant.  Deferred fees of each participant will be credited to that 
participant's account as soon as reasonably practicable following the date on 
which those fees would otherwise be payable to the participant.  For purposes 
of determining the value of each participant's account, the amount allocated to 
the participant's account (including account balances that existed prior to the 
Plan amendments effective on September 1, 1996), will be treated as if such 
amount were invested or reinvested in one or more of the Pacific Capital Funds 
or shares of the registrant's common stock, as directed by the participant.  
Each account will be adjusted to reflect appreciation or depreciation in the 
value attributable to the funds so elected, as well as income or loss 
attributable to such funds and distributions and expenses charged to the 
account.

     The value of each participant's account will be distributed upon the 
termination of such participant's service as a director, or upon such 
participant's death.  Participants may elect to receive distributions either in 
cash or in kind (I.E. in the form of securities, which may include registrant's 
common stock, corresponding to those of the funds used to value a participant's 
account).  Participants may elect to receive distributions in a lump sum or in 
installments, and have the right to designate beneficiaries to receive any 
distributions payable upon death of an active participant, or any distributions 
that remain unpaid upon the death of a former participant.  Interests of 
participants under the Plan may not be sold, transferred, assigned, pledged or 
hypothecated.
The Plan, which is administered by the Compensation Committee (the 
"Committee") of the registrant's board of directors, may be amended or 
terminated at any time by the registrant's board of directors.  However, no 
amendment or termination shall adversely affect any participant's right with 
respect to amounts then accrued to his account.  The deferred compensation 
obligations are not convertible into another security of the registrant.  
However, as noted above, registrants have the right to receive distributions 
in kind.

     The Plan does not require the registrant to actually invest deferred fees 
in funds selected by participants, or in any other investment.  Participants 
will have no right, title or interest in any investments made by the registrant 
to aid it in meeting its Plan obligations.

     Although not required by the terms of the Plan, a "rabbi trust" has been 
established by the registrant pursuant to a Trust Agreement effective as of 
September 1, 1996.  The assets of that trust are intended for use in meeting 
the registrant's obligations under the Plan.  The Trust Agreement requires the 
trustee to maintain a separate account for each participant, and requires the 
registrant to irrevocably deposit amounts, equivalent to the deferred fees to 
be allocated to each participant's account, as soon as practicable following 
the date on which such fees would otherwise be paid to the participant.  
However, the trustee (Hawaiian Trust Company, Ltd., a subsidiary of the 
registrant) is not responsible for computation or collection of contributions 
from the registrant.  Amounts deposited for participants' accounts (and related 
income) are to be held in trust for the exclusive benefit of participants and 
their beneficiaries (but subject to claims of the registrant's general 
creditors, as described below).

     The Trust Agreement requires the trustee to invest trust assets in 
accordance with the directions of the Committee.  The Committee may require the 
trustee to create one or more separate investment funds, and the Committee is 
permitted to allow each participant to direct the trustee to invest amounts 
equivalent to that participant's account in one or more of such funds.  It is 
anticipated (though not required) that the Committee will implement these 
powers, and for that purpose will require the trustee to utilize investment 
funds (including common stock of the registrant) that correspond to the funds 
utilized under the Plan.

     The trust is irrevocable and may not be amended or terminated by the 
registrant.  However, it may be amended by agreement between the trustee and 
the registrant in certain circumstances.  If there is a "change in control" of 
the registrant (as defined in the Trust Agreement), the Committee's authority 
to direct the trustee will terminate, and the trustee will act on its own 
discretion to carry out the terms of the Trust Agreement.  Upon a change in 
control, the registrant will also be obligated to make irrevocable 
contributions to the trust in amounts sufficient to pay the benefits to which 
each participant would be entitled as of the date on which the change in 
control occurs. Also, if the trustee resigns or is removed within one year of a
change in control, the trustee (and not the registrant) will select a successor 
trustee.
Participants will have no preferred claims on, or beneficial ownership in, 
any assets of the trust, and the Trust Agreement provides that any rights 
created under the Plan or the trust shall be mere unsecured contractual rights 
of the participants against the registrant.  Under the Trust Agreement, assets 
of the trust will remain subject to the claims of the registrant's general 
creditors as if those assets were general assets of the registrant, subject to 
provisions of the Trust Agreement that preclude payment of registrant's 
creditors with trust assets unless the trustee has been so directed by a court, 
or a person appointed by a court, having jurisdiction over the financial 
affairs of the registrant.  Also, the registrant is prohibited from creating 
security interests in the trust in favor of any of its creditors.  The Trust 
Agreement provides that if the trustee is informed by the Committee that the 
registrant is insolvent (as defined in the Trust Agreement), the trustee is to 
discontinue payments to participants and hold trust assets for the benefit of 
the registrant's creditors, subject to the rights of Plan participants to 
pursue their rights as general creditors of the registrant with respect to 
benefits due under the Plan.  Except as otherwise required by law, assets of 
the trust are not subject to assignment, alienation, pledge, or attachment for 
the benefit of any participant, or claims of creditors of any participant, and 
shall not otherwise be voluntarily or involuntarily alienated or encumbered by 
any participant. 

     The registrant has included the deferred compensation obligations in this 
registration statement because of uncertainty as to whether the deferred 
compensation obligations would or should be considered to be securities or to 
be subject to registration under the Securities Act of 1933.  Inclusion of such 
obligations in this registration statement is not an admission by the 
registrant that such obligations are securities or are subject to the 
registration requirements of the Securities Act of 1933.  This registration 
statement also includes common stock of registrant to be issued by it to or for 
the benefit of participants or their beneficiaries pursuant to the Plan and 
related Trust Agreement.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                                   Not applicable.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 415-5 of the Hawaii Revised Statutes authorizes a Hawaii
corporation to indemnify its directors, officers, employees and agents 
against certain liabilities and expenses they may incur in such capacities, 
and provides that such persons have a right to indemnification against 
expenses where they have been successful on the merits or otherwise in 
defense of certain types of actions or any issue therein.  The 
indemnification provided by Section 415-5 is not exclusive of any other 
indemnification rights that may exist under any bylaw, agreement, vote of 
shareholders or disinterested directors, or otherwise.  The registrant's 
Restated Articles of Incorporation provide for the indemnification of the 
registrant's directors, officers, employees or agents against certain 
liabilities.  Additionally, the registrant maintains insurance under which 
its directors, officers, employees or agents are insured against certain 
liabilities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                                   Not applicable.

ITEM 8.  EXHIBITS.

         The exhibits to the registration statement are listed in the Exhibit 
Index elsewhere herein.

ITEM 9.  UNDERTAKINGS

         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: (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 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; provided, however, that clauses (i) and (ii) do not 
apply if the information required to be included in a post-effective 
amendment by those clauses is contained in periodic reports filed pursuant to 
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are 
incorporated by reference 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)  That, for purposes of determining any liability under the 
Securities Act of 1933, each filing of the registrant's annual report 
pursuant to Sections 13(a) and 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.

         (5)  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 provisions described in 
Item 6, 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 proceedings) 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

         THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, Bancorp Hawaii, Inc. 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 Honolulu, Hawaii, on the 25th day 
of October, 1996.

                                        BANCORP HAWAII, INC.

                                        By /s/ LAWRENCE M. JOHNSON
                                           ------------------------------------
                                           Lawrence M. Johnson, Chairman of
                                           the Board and Chief Executive Officer

         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.

Signature                           Title                        Date
---------                           -----                        ----

/s/ LAWRENCE M. JOHNSON
--------------------------      Chairman of the Board,      October 25, 1996
Lawrence M. Johnson             Chief Executive
                                Officer and Director

          *                     President and Director      October 25, 1996
--------------------------
Richard J. Dahl

          *                     Director                    October 25, 1996
--------------------------
Peter D. Baldwin

          *                     Director                    October 25, 1996
--------------------------
Mary G.F. Bitterman
*                     Director                    October 25, 1996
--------------------------
David A. Heenan

          *                     Director                    October 25, 1996
--------------------------
Stuart T.K. Ho

          *                     Director                    October 25, 1996
--------------------------
Thomas C. Leppert

          *                     Director                    October 25, 1996
--------------------------
Herbert M. Richards, Jr.

          *                     Director                    October 25, 1996
--------------------------
H.  Howard Stephenson

          *                     Director                    October 25, 1996
--------------------------
Fred E. Trotter

          *                     Director                    October 25, 1996
--------------------------
Stanley S. Takahashi

          *                     Director                    October 25, 1996
--------------------------
K. Tim Yee

          *                     Chief Financial Officer     October 25, 1996
--------------------------
David A. Houle

          *                     Chief Accounting Officer    October 25, 1996
--------------------------
Denis K. Isono

*By  /s/ LAWRENCE M. JOHNSON
     -----------------------
     Lawrence M. Johnson
     Attorney-in-Fact
EXHIBIT INDEX

                                                      Sequentially
No.                Description                        Numbered Page
--------------------------------------------------------------------

    (4)            Bancorp Hawaii, Inc.
                   Directors' Deferred
                   Compensation Plan
                   (Restatement Effective 1/1/96)
                   with Amendment No. 96-1; and
                   Trust Agreement (Effective 9/1/96)

    (5)            Opinion of Carlsmith Ball
                   Wichman Case & Ichiki
                   re legality

    (23)(a)        Consent of Ernst & Young LLP

    (23)(b)        Consent of Carlsmith Ball
                   Wichman Case & Ichiki
                   (See Exhibit (5))

    (24)           Power of Attorney