<PAGE>

     As filed with the Securities and Exchange Commission on April 25, 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. DIRECTOR STOCK COMPENSATION PROGRAM
                                 (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)

                                   -------------------
<TABLE>
<CAPTION>

                           CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------


Title of        Amount to be   Proposed       Proposed            Amount of
securities to   registered(1)  maximum        maximum aggregate   registration 
be registered                  offering       offering price(2)   fee(2)
                               price per
                               share(2)
- --------------------------------------------------------------------------------
<S>             <C>            <C>            <C>                 <C>
Common Stock    250,000        $35.19         $8,797,500          $3,033.62  
(par value $2
per share)

</TABLE>

         (1) The number of shares of common stock being registered represents
    the maximum number of shares that may be issued pursuant to the Bancorp
    Hawaii, Inc. Director Stock Compensation Program.

         (2) 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 April 19, 1996.


<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 shares of common stock offered have been sold or which
deregisters all of such shares 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.

                        Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
                                           
         LEGAL OPINION.  The validity of the shares of common stock to be
offered hereunder will be passed upon for the registrant by the law firm of
Carlsmith Ball Wichman


                                          2.

<PAGE>


Case & Ichiki ("Carlsmith Ball").  Charles R. Wichman, one of registrant's
directors, is a retired partner of Carlsmith Ball and is the beneficial owner of
33,273 shares of registrant's common stock.  

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 by
the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.


                                          3.

<PAGE>


         (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 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.


                                          4.

<PAGE>


                                  SIGNATURES

         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 April, 1996.



                                       BANCORP HAWAII, INC.


                                       By   /s/ Richard J. Dahl
                                            -------------------------
                                            Richard J. Dahl
                                            President and Director


         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
- ---------                                 -----                      ----

              *                    Chairman of the Board,        April 25, 1996
- ----------------------------       Chief Executive
Lawrence M. Johnson                Officer and Director


/s/ Richard J. Dahl                President and Director        April 25, 1996
- ----------------------------
Richard J. Dahl


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


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


                                          5.

<PAGE>


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


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


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


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


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


              *                    Director                      April 25, 1996
- -----------------------------
Charles R. Wichman


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


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

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



*By /s/ Richard J. Dahl
    -------------------------
    Richard J. Dahl
    Attorney-in-Fact


                                          6.

<PAGE>


                                    EXHIBIT INDEX

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

(4)                Bancorp Hawaii, Inc. 
                   Director Stock Compensation
                     Program

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

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

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

(24)               Power of Attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14143}]
{"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": "333-02835", "film-number": "96551034"}, "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 April 25, 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. DIRECTOR STOCK COMPENSATION PROGRAM
                                 (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        Amount to be   Proposed       Proposed            Amount of
securities to   registered(1)  maximum        maximum aggregate   registration 
be registered                  offering       offering price(2)   fee(2)
                               price per
                               share(2)
- --------------------------------------------------------------------------------
Common Stock    250,000        $35.19         $8,797,500          $3,033.62  
(par value $2
per share)
(1) The number of shares of common stock being registered represents
    the maximum number of shares that may be issued pursuant to the Bancorp
    Hawaii, Inc. Director Stock Compensation Program.

         (2) 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 April 19, 1996.
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 shares of common stock offered have been sold or which
deregisters all of such shares 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.

                        Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
                                           
         LEGAL OPINION.  The validity of the shares of common stock to be
offered hereunder will be passed upon for the registrant by the law firm of
Carlsmith Ball Wichman

                                          2.
Case & Ichiki ("Carlsmith Ball").  Charles R. Wichman, one of registrant's
directors, is a retired partner of Carlsmith Ball and is the beneficial owner of
33,273 shares of registrant's common stock.  

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 by
the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.

                                          3.
(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 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.

                                          4.
SIGNATURES

         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 April, 1996.

                                       BANCORP HAWAII, INC.

                                       By   /s/ Richard J. Dahl
                                            -------------------------
                                            Richard J. Dahl
                                            President and Director

         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
- ---------                                 -----                      ----

              *                    Chairman of the Board,        April 25, 1996
- ----------------------------       Chief Executive
Lawrence M. Johnson                Officer and Director

/s/ Richard J. Dahl                President and Director        April 25, 1996
- ----------------------------
Richard J. Dahl

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

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

                                          5.
*                    Director                      April 25, 1996
- -----------------------------
David A. Heenan

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

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

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

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

              *                    Director                      April 25, 1996
- -----------------------------
Charles R. Wichman

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

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

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

*By /s/ Richard J. Dahl
    -------------------------
    Richard J. Dahl
    Attorney-in-Fact

                                          6.
EXHIBIT INDEX

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

(4)                Bancorp Hawaii, Inc. 
                   Director Stock Compensation
                     Program

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

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

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

(24)               Power of Attorney