<PAGE>


      As filed with the Securities and Exchange Commission on June 22, 1999
                             Registration No. 33-___


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                               CB BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)



        HAWAII                                           99-0197163
(State of Incorporation)                 (I.R.S. Employer Identification Number)


                               201 Merchant Street
                             Honolulu, Hawaii 96813
                                 (808) 535-2500


                 CB BANCSHARES, INC. DIRECTORS STOCK OPTION PLAN
                            (Full title of the plan)

                                Lionel Y. Tokioka
                              Chairman of the Board
                               CB Bancshares, Inc.
                               201 Merchant Street
                             Honolulu, Hawaii 96813
                                 (808) 535-2500
            (Name, address, including zip code, and telephone number
                   including area code, of agent for service)

                                    Copy to:
                            Lawrence S. Okinaga, Esq.
                                 Carlsmith Ball
                         1001 Bishop Street, Suite 2200
                               Honolulu, HI 96813

<PAGE>


<TABLE>
                                         CALCULATION OF REGISTRATION FEE
<S>                         <C>                  <C>                       <C>                        <C>

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

                                                     Proposed Maximum          Proposed Maximum
 Title of Securities to        Amount to be         Offering Price Per     Aggregate Offering Price         Amount of
      be Registered             Registered              Share (2)                     (2)               Registration Fee
-------------------------- --------------------- ------------------------- -------------------------- ----------------------
-------------------------- --------------------- ------------------------- -------------------------- ----------------------


Stock Options and Common          50,000                        31.468                   1,573,400                   437.41
Stock (par value $1.00)
(1)
-------------------------- --------------------- ------------------------- -------------------------- ----------------------

(1)      Includes one attached Common Stock Right under CB Bancshares, Inc. Shareholder Rights Plan.

(2)      The price per share, estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule
         457(c), is based upon the average of the high and low prices of Registrant's Common Stock, which average equals $31.468 per
         share, as reported on the NASDAQ National Market System on June 16, 1999.

</TABLE>


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents filed by CB Bancshares,  Inc. (the "Company") with
the Securities and Exchange  Commission (the  "Commission")  are incorporated by
reference into this Registration Statement:

     (a) The  Company's  latest  annual  report on Form 10-K filed  pursuant  to
Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"),
that contains audited financial  statements for the Company's latest fiscal year
for which  such  statements  have been  filed,  or (2) the  Company's  effective
registration  statement  on  Form  10 or  20-F  filed  under  the  Exchange  Act
containing audited financial statements for the Company's latest fiscal year.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.

     (c) The  description of the Company's  Common Stock which is contained in a
registration  statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

     All reports and other documents  subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference  herein and to be a part of this  Registration
Statement from the date of the filing of such reports and documents.
Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interest of Named Experts.

                  Not applicable.
<PAGE>

Item 6.  Indemnification of Directors and Officers.

     Section 415-5 of the Hawaii  Revised  Statutes  provides that a corporation
has the power to indemnify any person who is or was an agent of the  corporation
against certain litigation expenditures.  "Agent" includes a director,  officer,
employee  or  other  agent  of  the   corporation;   a  person  serving  at  the
corporation's  request as a director,  officer,  employee, or other agent of any
entity;  and a  director,  officer,  employee,  or agent of certain  predecessor
entities.  Section 415-5 permits  corporations  to indemnify a present or former
agent against  expenses (and, where the action is not brought by or in the right
of the corporation,  against judgments,  fines, settlements,  and other amounts)
actually  and  reasonably  incurred  by  such  person  in  connection  with  any
proceeding  to which that person was or is a party or is threatened to be made a
party.  However,  the  person  must have acted in good faith and in a manner the
person reasonably  believed to be in or not opposed to the best interests of the
corporation.

     In addition, in the case of a criminal proceeding, the person must have had
no reasonable cause to believe the person's conduct was unlawful. In the case of
a proceeding not brought by or in the right of the  corporation,  termination of
the proceeding by judgment,  order,  settlement,  conviction,  or upon a plea of
nolo  contendere does not, of itself,  create a presumption  that the present or
former agent failed to satisfy the foregoing standards.  In an action brought by
or in the right of the  corporation,  a  corporation  has the power to indemnify
present and former agents against expenses  actually and reasonably  incurred in
the defense or settlement of the action if the person acted in good faith and in
a manner  the person  reasonably  believed  to be in or not  opposed to the best
interests of the corporation.

     However,  no indemnification  shall be made in respect of any claim, issue,
or matter as to which such  person is adjudged  to be liable for  negligence  or
misconduct in performing the person's duty to the corporation,  unless the court
in which the action was brought determines in view of all the circumstances that
the person is fairly and  reasonably  entitled to indemnity for such expenses as
the court deems proper.  If an agent is  ultimately  successful on the merits or
otherwise  in defense  of any  proceeding  (whether  or not the  proceeding  was
brought by or in the right of the corporation), or in defending any claim, issue
or  matter  therein,  then the agent  shall be  indemnified  by the  corporation
against  expenses  actually and  reasonably  incurred by the agent in connection
therewith.

     Indemnification  pursuant to Section 415-5 requires a determination  in the
specific case that the agent satisfied the applicable standard of conduct.  That
determination  may be made by the board of  directors  by a  majority  vote of a
quorum  consisting of directors who were not parties to the proceeding,  or if a
quorum is not obtainable by independent legal counsel.  That  determination also
may be made by  stockholders,  or by the court in which the proceeding is or was
pending.  Expenses  incurred  in  defending  any  proceeding  may be paid by the
corporation  in advance of the final  disposition of the proceeding if the agent
agrees to repay such amount,  unless it ultimately is determined  that the agent
is entitled to be  indemnified by the  corporation  as authorized  under Section
415-5.

<PAGE>

     Indemnification  pursuant to Section  415-5 is not  exclusive  of any other
rights to which a person may be  entitled  under any bylaw,  agreement,  vote of
stockholders,  or disinterested directors or otherwise and shall continue if the
person ceases to be an agent of the corporation.  Furthermore, a corporation has
the  power to  purchase  and  maintain  insurance  on behalf of any agent of the
corporation,  against any liability asserted against or incurred by the agent in
any such capacity  regardless of whether or not the  corporation  would have the
power to  indemnify  the  agent.  Section  415-5  does not apply to  proceedings
against  fiduciaries of employee  benefit plans in that capacity even though the
fiduciary also may be an agent of the employer corporation.

     In addition,  Article XVIII,  Section 2, of the Company's  Bylaws  provides
that every  director  and officer of the  Company  shall be  indemnified  by the
Company  against all reasonable  costs,  expenses,  and  liabilities  (including
counsel fees) actually or necessarily  incurred by him in connection with claims
or proceedings of any nature in which he may be involved as a party or otherwise
by reason of his being or having been a director  or officer,  whether or not he
continues  to be such  director or officer at the time of the  incurring of such
costs,  expenses,  or liabilities,  except in relation to matters as to which he
shall be finally adjudged to be liable for willful misconduct or willful neglect
toward the company in the performance of his duties as such director or officer.
As to  whether  or not a  director  or  officer  was liable by reason of willful
misconduct or willful  neglect toward the  corporation in the performance of his
duties as such  director  or  officer,  absent  such final  adjudication  of the
existence  of such  liability,  the Board of  Directors  and each  director  and
officer may rely conclusively upon an opinion of legal counsel selected by or in
the manner designated by the Board of Directors.

     Pursuant  to  the  authority  granted  by  Section  415-5,  Hawaii  Revised
Statutes,  the Company maintains a liability and  indemnification  policy in the
amount of  $10,000,000  for a period  extending  through May 1, 2000,  issued by
Executive Risk Indemnity,  covering all officers and directors of the Company at
a current annual expense of approximately $140,000.
Item 7.  Exemption from Registration Claimed.

                  Not Applicable.

Item 8.  Exhibits.


   Number                             Description


     4                 CB Bancshares, Inc. Director Stock Option Plan


     5                 Opinion of Carlsmith Ball Law Firm with respect to the
                       legality of the shares being registered

     23.1              Consent of Grant Thornton LLP


     23.2              Consent of Carlsmith Ball Law Firm is contained in
                       Exhibit 5 to this Registration Statement

     24                Power of Attorney of CB Bancshares, Inc. and Directors
                       and Officers

Item 9.  Undertakings.

1.       The undersigned registrant hereby undertakes:

     (a) 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;

     (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
amendments  thereof)  which,  individually  or in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 paragraphs (a)(i) and (a)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference herein.

     (b) That, for the purpose of determining any liability under the Securities
Act, 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.

     (c) 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.

2.  The  undersigned   registrant   hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where applicable,  each filing of any employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated  by  reference  herein  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. Insofar as indemnification  for liabilities  arising under the Securities Act
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 Commission such  indemnification  is
against  public  policy as expressed in the  Securities  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 of the registrant 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 Securities Act and will be governed by
the final adjudication of such issue.

                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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 and County of Honolulu, State of Hawaii, on the 22nd day
of June, 1999.

                                          CB BANCSHARES, INC.


                                          By  /s/  Ronald K. Migita
                                          Ronald K. Migita
                                          President and Chief Executive Officer

     Pursuant to the  requirements  of the  Securities  Act,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.




SIGNATURE                              TITLE                          DATE


           *               Chairman of the Board of Directors     June 22, 1999
_________________________
Lionel Y. Tokioka


           *               Vice Chairman and Director             June 22, 1999
_________________________
Tomio Fuchu


/s/  Ronald K. Migita      President, Chief Executive Officer,    June 22, 1999
_________________________  and Director
Ronald K. Migita

                           Senior Vice President, Chief
           *               Financial Officer and Treasurer        June 22, 1999
_________________________  (Principal Financial and Accounting
Dean K. Hirata             Officer)


           *               Corporate Secretary                    June 22, 1999
________________________
James H. Kamo

           *               Director                               June 22, 1999
________________________
Donald J. Andres


           *               Director                               June 22, 1999
________________________
Colbert M. Matsumoto


           *               Director                               June 22, 1999
________________________
Larry K. Matsuo


           *               Director                               June 22, 1999
________________________
Caryn S. Morita


           *               Director                               June 22, 1999
________________________
Hiroshi Sakai



           *               Director                               June 22, 1999
________________________
Yoshiki Takada


           *               Director                               June 22, 1999
________________________
H. Clifton Whiteman


           *               Director                               June 22, 1999
________________________
Dwight L. Yoshimura


*By  /s/  Ronald K. Migita
    -------------------------------
 (Ronald K. Migita, Attorney-in-Fact)

<PAGE>

EXHIBIT NUMBER     DESCRIPTION


4                   CB Bancshares, Inc. Director Stock Option Plan

5                   Opinion of Carlsmith Ball Law Firm with respect to the
                    legality of the shares being registered

23.1                Consent of Grant Thornton LLP

23.2                Consent of Carlsmith Ball Law Firm is contained in
                    Exhibit 5 to this Registration Statement

24                  Power of Attorney of CB Bancshares, Inc. and Director
                    and Officers



<PAGE>

Exhibit 4


                               CB BANCSHARES, INC.
                           DIRECTORS STOCK OPTION PLAN

                        (Effective as of April 29, 1999)
<PAGE>



                               CB BANCSHARES, INC.
                           DIRECTORS STOCK OPTION PLAN


     Section 1. Purpose. This  CB Bancshares,  Inc. Directors Stock Option Plan
("Plan") is established by CB Bancshares,  Inc. (the "Company").  The purpose of
the Plan is to advance the interests of the Company by encouraging  and enabling
members of the Board of Directors of the Company,  City Bank (the "Bank"), or of
International  Savings and Loan  Association,  Limited ("ISL")  ("Directors") to
acquire and retain  throughout  each member's tenure as a Director a proprietary
interest in the Company by  ownership  of shares of the  Company's  common stock
("Common  Stock").  Any option granted pursuant to this Plan ("Option") shall be
specifically  designated as not being an incentive  stock option,  as defined in
Section 422 of the Internal Revenue Code of 1986, as amended ("Code").

     Section  2.   Effective Date and Term of Plan. The   Plan   shall   become
effective as of April 29,  1999,  subject to approval of the Plan by the holders
of a majority of the Company's  outstanding  stock entitled to vote thereon at a
meeting of the  Company's  stockholders  following  adoption  of the Plan by the
Board of Directors;  provided,  however,  that Options may be granted under this
Plan prior to obtaining  stockholder  approval of the Plan, but any such Options
shall be contingent upon such stockholder approval being obtained and may not be
exercised  prior to such approval.  The Plan shall continue in effect for a term
of ten years from April 29, 1999, unless sooner terminated under Section 22.

     Section 3. Administration.  The   Plan  shall  be   administered   by  the
Compensation  Committee of the Company's Board of Directors  ("Committee").  The
Committee  shall hold  meetings at such times and places as they may  determine,
shall keep minutes of their meetings,  and shall adopt,  amend,  and revoke such
rules and  procedures  as they may deem  proper  with  respect to the Plan.  Any
action of the Committee shall be taken by majority vote or the unanimous written
consent of the Committee members.

<PAGE>


     Subject to the other  provisions of this Plan, and with a view to effecting
its purpose, the Committee shall have, in its sole and absolute discretion,  the
authority:  (a) to construe and interpret the Plan; (b) to define the terms used
herein; (c) to determine,  to the extent not provided by the Plan, the terms and
conditions of Options and restricted shares granted pursuant to the terms of the
Plan; and (d) to make all other determinations and do all other things necessary
or advisable for the administration of the Plan. All decisions,  determinations,
and interpretations made by the Committee shall be binding and conclusive on all
participants   in  the  Plan  and  on  their   legal   representatives,   heirs,
and beneficiaries.

     Notwithstanding  any other provision of the Plan (and without  limiting the
Committee's  authority),  in  connection  with any action  concerning  grants of
Options to, or transactions  by,  Directors who are subject to the provisions of
Section 16 of the Securities  Exchange Act of 1934,  as amended ("Exchange Act")
("Insiders"),  the Committee may adopt such  procedures as it deems necessary or
desirable  to assure the  availability  of  exemptions  from  Section 16  of the
Exchange Act afforded by Rule 16b-3  thereunder or any successor  rule.  Without
limiting the  foregoing,  in connection  with approval of any  transaction by an
Insider  involving a grant,  award, or other  acquisition  from the Company,  or
involving the  disposition  to the Company,  of Common Stock,  the Committee may
delegate its approval  authority to a subcommittee  thereof  comprised of two or
more "Non-Employee Directors" (as defined in Rule 16b-3),  or take action by the
affirmative vote of two or more  Non-Employee  Directors (with all other members
of the Committee  abstaining or recusing  themselves from  participating  in the
matter), or refer the matter to the full Board of Directors for action.

     Section 4.  Maximum  Number of Shares  Subject to the Plan.  The  aggregate
number of shares of Common  Stock  which may be granted  under the Plan shall be
50,000 shares.  The  shares of Common  Stock to be issued  upon  exercise  of an
Option may be authorized but unissued shares or reacquired shares. If any of the
Options  granted  under the Plan expire or terminate  for any reason before they
have been exercised in full, the unpurchased  shares subject to those expired or
terminated  Options  shall  cease to reduce the number of shares  available  for
purposes of the Plan.  The Company,  during the term of this Plan,  shall at all
times  reserve and keep  available  such number of shares of its Common Stock as
shall be sufficient to satisfy the requirements of the Plan.

     Section 5. Eligibility and Participation.   Any   Director   entitled   to
compensation by the Company,  the Bank, or ISL for service as a Director,  other
than a Director who is also a salaried  officer or employee of the Company,  the
Bank, or ISL, or any of their subsidiaries, shall be eligible to receive Options
according to the terms of the Plan.
<PAGE>


    Section  6. Grant of Option.  Effective  on the date of each of the next
ten regular annual meetings of stockholders of the Company,  commencing with the
1999 regular annual meeting, the Company shall automatically grant an Option for
the  purchase  of  1,000 shares  of Common  Stock to each  Director  (whether  a
Director of one or more of the Company, Bank, or ISL) ("Optionee") who will be a
Director immediately following that annual meeting.

     Section  7. Duration of Options. Each  Option and all  rights  thereunder
granted  pursuant to the terms of this Plan shall expire ten years from the date
on which the Option is granted.  In  addition,  each Option  shall be subject to
earlier termination as provided in the Plan.

     Section  8. Exercise Price. The  exercise  price  ("Exercise  Price") for
shares subject to any Option granted hereunder shall be equal to the fair market
value  ("Fair Market  Value")  of the  shares  at the  time of the  grant of the
Option.  Fair Market Value on any day shall be deemed to be the highest  closing
price of the Common Stock on such day on the New York  Stock  Exchange  (or such
other exchange or interdealer quotation system that then constitutes the primary
trading  market for the Common  Stock),  and if no reported  sale takes place on
such day,  Fair Market Value shall be deemed to be the highest  closing price on
the next preceding day on which such a sale occurred.

     Section 9.  Exercise of Options.  Each Option shall be exercisable in whole
or part  during  its term.  The  person  exercising  an Option may do so only by
written notice of exercise delivered to the Company's  Corporate  Secretary,  in
such form as the Corporate  Secretary  prescribes or approves from time to time,
specifying  the number of shares to be purchased and  accompanied by a tender of
the Exercise Price for those shares.  The Exercise Price of any shares purchased
shall be paid in full in cash or by certified or cashier's  check payable to the
order of the  Company  or by  delivery  of  shares of  Common  Stock  (excluding
restricted shares acquired  pursuant to this Plan as to which  restrictions have
not lapsed), or a combination thereof, at the time of exercise of the Option. If
any  portion  of the  Exercise  Price is paid in shares of Common  Stock,  those
shares  shall be  tendered  at their then  Fair Market  Value as  determined  in
accordance  with Section 8 of this Plan.  Fractional  shares  resulting from any
adjustment  in Options  pursuant to  Section 21  of the Plan shall be settled in
cash based on the  Fair Market  Value of the Common  Stock as  determined  under
Section 8.

     Section  10.  Option Rights Upon Termination of  Service.  If  an  Optionee
ceases to serve as a Director for any reason other than death or  Disability  as
described  below, his Option shall expire  three months  after the date on which
the  Director  ceases his  service as a Director  unless by its terms it expires
sooner.
<PAGE>


     Section  11. Option Rights Upon Death of Optionee.  If  an  Optionee  dies
while serving as a Director,  his Option shall expire one year after the date of
death  unless by its terms it expires  sooner.  During  this one year or shorter
period, the Option may be exercised,  to the extent that it remains  unexercised
on the date of death,  by the person or persons  to whom the  Optionee's  rights
under the Option shall pass by will or by the laws of descent and distribution.

     Section  12.  Option  Rights Upon  Disability  of Optionee.  If an Optionee
ceases to serve as a Director due to  "Disability",  his Option shall expire one
year  after  the date of such  termination  of  service  unless  by its terms it
expires  sooner.  During  this one year or  shorter  period,  the  Option may be
exercised,  to the  extent  that  it  remains  unexercised  on the  date of such
termination  of service,  by the Optionee or by his legal  guardian on behalf of
the Optionee.  For purposes of this Plan, the term  "Disability"  shall mean, as
determined  by  the  Committee,  the  Director's  inability  to  engage  in  any
substantial gainful activity by reason of any medically determinable physical or
mental  impairment  which can be expected to result in death or which has lasted
or can be expected to last for a  continuous  period of not less than 12 months,
or any successor  definition of the term "Permanent and Total  Disability" under
Code Section 22(e)(3).

     Section  13. Options Not Transferable.  Options  granted  pursuant  to the
terms of this Plan may not be sold,  pledged,  assigned,  or  transferred in any
manner  otherwise than by will or the laws of descent or distribution  and shall
not be subject to execution,  attachment, or similar process; except that at the
holder's  election,  such Options may be  transferred to and held by a revocable
trust of which the  Optionee  is both a trustee and  beneficiary,  in which case
such Options shall continue to be subject to all  restrictions set forth in this
Plan.  Options may be  exercised  during the  lifetime  of an  Optionee  only by
(a) the Optionee,  (b) at the Optionee's election, by a revocable trust of which
the Optionee is both a trustee and  beneficiary,  (c) on behalf of the Optionee,
by a person  holding the  Optionee's  power of  attorney  for that  purpose,  or
(d) the duly appointed guardian of the person and property of an Optionee who is
under a Disability.

<PAGE>


     Section  14.  Option Stock Restricted.  Shares  of  Common  Stock  that are
purchased  by exercise of an Option  granted  under the Plan shall be treated in
all respects as restricted shares  ("Restricted  Shares") during the restriction
period  ("Restriction  Period") as defined hereunder.  If during the Restriction
Period,  the holder of the  Restricted  Shares ceases to serve as a Director for
any reason other than an event described in clause (b), (c), (d), (e), or (f) of
Section 18 below,  the holder shall sell to the Company,  and the Company  shall
redeem, the Restricted Shares at the price equal to the Fair Market Value of the
shares  (determined  as provided  in Section 8) at the time of grant  (i.e., the
Option Exercise  Price).  The redemption  price shall be paid to the holder in a
single payment for the complete redemption of the Restricted Shares.

     For this purpose,  the "Restriction  Period" means the period commencing on
the date  Restricted  Shares  are  purchased,  and  ending  at the  later of the
expiration of: (a) the  Director's then current term as a Director of either the
Company or the Bank or ISL (whichever term last expires); or (b) any immediately
succeeding  future  consecutive  term as a Director of either the Company or the
Bank or  ISL  that   results  from   election,   appointment,   reelection,   or
reappointment  to any such Board of  Directors;  provided  that the  Restriction
Period shall not expire (and no redemption of Restricted  Shares shall occur) at
the time a person ceases to be a member of the Board of Directors of the Company
or of the Bank or ISL, if at that time such person continues to be a Director by
reason of membership on any of the Board of Directors of the Company or the Bank
or ISL.

     Section  15.  Restricted  Shares Not  Transferable.  During the Restriction
Period, Restricted Shares may not be sold, pledged,  assigned, or transferred in
any  manner,  and shall not be  subject  to  execution,  attachment,  or similar
process;  except that, at the Optionee's election,  the Restricted Shares may be
transferred  to and held by a revocable  grantor  trust of which the Optionee is
both a trustee  and  beneficiary,  in which  case the  Restricted  Shares  shall
continue to be subject to the  nontransferability,  forfeiture,  and  redemption
limitations.

     Section  16.  Stockholder Rights.  The  holder of  Restricted  Shares shall
have during the  Restriction  Period all of the rights of a  stockholder  of the
Company with respect to the Restricted  Shares,  including the right to vote the
shares, and the right to receive any dividends and other distributions  thereon;
provided  that any  shares of  Common  Stock  issued as the  result of any stock
dividend or stock split shall, to the extent  attributable to Restricted Shares,
themselves constitute Restricted Shares.

<PAGE>

    Section  17.  Surrender of Stock Certificate and Assignment of Shares. Upon
the occurrence of an event triggering the redemption of Restricted  Shares,  the
holder shall  immediately  return the  certificate  representing  the Restricted
Shares to the Company's Corporate Secretary, duly endorsed in blank by holder or
with duly endorsed stock powers attached, all in forms suitable for the transfer
of the Restricted  Shares to the Company,  and the Company shall immediately pay
to the holder the required  redemption  price. From and after occurrence of such
an event,  the  Company  shall not pay any  dividends  to the  holder on or with
respect to the  Restricted  Shares,  or permit the holder to exercise any of the
privileges  or rights of a  stockholder  with respect to such shares,  but shall
treat the Company or its nominee as the owner of the shares.  Any  assignment of
the Restricted  Shares pursuant to this Section 17  shall be effective as of the
date of the holder's termination of service as a Director.

     Section   18.  Lapse of Restrictions.  The   restrictions   set   forth  in
Section 14 above relating to the redemption of Restricted  Shares and Section 15
above relating to the nontransferability of Restricted Shares shall lapse and no
longer apply upon the earlier of: (a) the expiration of the Restriction  Period;
(b) the death of the Director; (c) the cessation of service as a Director due to
"Disability"; (d) the occurrence of a change of control ("Change of Control") of
the Company; (e) the removal of the Director from office by stockholders without
cause;  or (f) the  termination  of service of the Director with the approval of
the Board of  Directors  for purposes of the Plan.  Further,  in the case of the
exercise of an Option after death or  Disability,  such  restrictions  shall not
apply to the Shares  purchased by way of the exercise.  A "Change of Control" of
the Company shall be deemed to occur in the event:  (a) a person acquires 20% or
more of  Company  voting  stock;  (b)  Company  shareholders  approve  a merger,
consolidation,  or other business combination, or a sale of substantially all of
its assets or enters into a similar business transaction ("Transaction"), unless
after such  Transaction,  the shareholders  immediately prior to the Transaction
continue to control a majority of Company voting power in the resulting  entity;
or (c) within any twenty-four  (24) month beginning on or after April 29,  1999,
the persons who were directors immediately prior to such period shall cease (for
any reason other than death) to  constitute  at least a majority of the Board of
Directors.  Modified  certificates for shares of stock,  without the restrictive
legend referred to in Section 20 below, shall be delivered to the holder as soon
as reasonably practicable after, and only after, the lapse of the restrictions.

<PAGE>

     Section  19.  Adjustments. If  the then outstanding shares of Common Stock
are  changed  into or  exchanged  for a  different  number  or kind of shares or
securities through merger, consolidation, combination, exchange of shares, other
reorganization, recapitalization,  reclassification, stock dividend, stock split
or reverse stock split, an appropriate  and  proportionate  adjustment  shall be
made in the maximum  number and kind of shares or securities as to which Options
and Restricted Shares may be granted under this Plan. A corresponding adjustment
changing the number and kind of shares or  securities  allocated to  unexercised
Options,  Restricted Shares, or portions thereof,  which shall have been granted
prior  to any such  change,  shall  likewise  be made.  Any such  adjustment  in
outstanding Options shall be made without change in the aggregate purchase price
applicable to the  unexercised  portion of the Option,  but with a corresponding
adjustment in the price for each share or other unit of any security  covered by
the Option.

     Section 20.   Restrictive Legend. The holder of Restricted Shares shall not
have any rights with  respect to such  shares,  unless and until such holder has
executed an agreement  evidencing  the terms and  conditions  of the issuance of
such shares.  Each individual who purchases  Restricted Shares shall be issued a
stock  certificate  in  respect  of  such  shares.  Such  certificate  shall  be
registered  in the name of the holder and shall bear an  appropriate  legend (in
addition to any legend required  pursuant to Section 20 below)  referring to the
terms, conditions,  and restrictions applicable to such award,  substantially in
the following form:

     The transferability of this certificate and the shares of stock represented
hereby  are  subject  to the  terms and  conditions  (including  forfeiture  and
redemption) of the  CB Bancshares,  Inc. Directors Stock Option Plan and related
Stock  Option  Grant  Agreement,  which  Agreement  was entered into between the
registered owner and  CB Bancshares,  Inc. Copies of such Plan and Agreement are
on file in the offices of CB Bancshares, Inc.

     Section  21.  Compliance with Securities Laws.  Shares  shall not be issued
under the Plan unless the issuance and delivery of the shares  pursuant  thereto
shall comply with all relevant  provisions of state and federal law,  including,
without  limitation,  the  Securities  Act  of 1933,  as amended,  the rules and
regulations  promulgated  thereunder and the  requirements of any stock exchange
upon which the shares  may then be listed,  and shall be further  subject to the
approval of counsel for the Company with respect to such compliance. The Company
may also require a holder to furnish  evidence  satisfactory  to the Company and
its counsel (including a written and signed representation letter and consent to
be bound by any transfer  restrictions  imposed by law,  legend,  condition,  or
otherwise),  that the shares are being acquired only for investment purposes and
without any present  intention to sell or distribute  the shares in violation of
any state or federal  law,  rule,  or  regulation.  Further,  each holder  shall
consent to the imposition of legends on the certificates for shares issued under
this Plan restricting their  transferability as required by law, by this Section
20 above.

<PAGE>

    Section   22.  Rule   16b-3   Requirements.   With   respect  to  Insiders,
transactions  under  this  Plan are  intended  to  comply  with  all  applicable
conditions of Rule 16b-3 or its successors under the Exchange Act (except to the
extent  that  noncompliance  of a  particular  transaction  would not  result in
liability under Section 16 of the Exchange Act or the rules adopted thereunder).
To the extent any provision of the Plan or action by the  Committee  fails to so
comply,  it shall be deemed null and void,  to the extent  permitted  by law and
deemed advisable by the Committee.

     Section 23. Termination and Amendment of Plan. The Plan shall terminate at
the end of the term of the Plan  described in Section 2,  or shall  terminate at
such earlier time as the Board of Directors may determine.  No Options  shall be
granted under the Plan after that date.  Subject to the limitation  contained in
Section 24  below,  the  Board of  Directors  may at any time,  without  further
reference to or approval by the Company's stockholders, terminate or suspend the
Plan or amend or revise  its  terms,  including  the form and  substance  of the
Option agreements to be used hereunder.

     Section  24.  Prior Rights and Obligations.  No amendment,  suspension,  or
termination  of the Plan shall,  without the consent of the  individual  who has
received an Option or has purchased a Restricted  Share,  alter or impair any of
that person's rights or obligations under any Option granted or Restricted Share
purchased  under the Plan prior to that amendment,  suspension,  or termination.
However,  the grant of an Option or  purchase  of a  Restricted  Share shall not
affect  in any way the  right  or  power  of the  Company  to make  adjustments,
reclassifications,  reorganizations  or  changes  of  its  capital  or  business
structure;  to merge  or  consolidate;  or to  dissolve,  liquidate,  or sell or
transfer all or any part of its business or assets.

     Section 25.  Privileges of Stock Ownership. Notwithstanding the exercise of
any Option granted  pursuant to the terms of this Plan or the achievement of any
conditions  specified in any Restricted Share purchased pursuant to the terms of
this  Plan,  no  individual  shall  have any of the  rights or  privileges  of a
stockholder  of the Company in respect of any shares of stock  issuable upon the
exercise of his or her Option or the satisfaction of his or her Restricted Share
conditions  until  certificates  representing  the shares  have been  issued and
delivered.  No shares shall be required to be issued and delivered upon exercise
of any Option or  satisfaction  of any conditions with respect to any Restricted
Share  unless  and until all of the  requirements  of law and of all  regulatory
agencies  having  jurisdiction  over the issuance and delivery of the securities
shall have been fully complied with.

     Section  26.  Continued Service.  Nothing  contained  in this Plan shall be
construed as conferring  upon a Director the right to continue in the service of
the Company,  the Bank, or ISL as a Director or in any other capacity.  Further,
nothing  contained  in this Plan or in any Option or  Restricted  Share  granted
hereunder  shall be deemed to create any  obligation on the part of the Board of
Directors  of the  Company,  the  Bank,  or ISL to  nominate  any  Director  for
reelection.

<PAGE>

     Section  27. Tax Withholding.  The  exercise  of any Option or  Restricted
Share  purchase  under this Plan is subject to the condition that if at any time
the  Company  shall  determine,  in its  discretion,  that the  satisfaction  of
withholding tax or other withholding  liabilities under any state or federal law
is  necessary  or  desirable  as a condition  of, or in  connection  with,  such
exercise or the delivery or purchase of shares  pursuant  thereto,  then in such
event,  the exercise of the Option or purchase of the Restricted Share shall not
be effective unless such  withholding  shall have been effected or obtained in a
manner acceptable to the Company. A Director may elect, on an irrevocable basis,
to  satisfy  the  withholding  requirement,  in whole or in part,  by having the
Company  withhold  shares of Common Stock having a Fair Market Value on the date
the tax is to be  determined  equal to the  statutory  total tax which  could be
imposed on the transaction.

     Section  28.  Indemnification.  Each  person  who is or shall  have  been a
member  of the  Committee,  or of the  Company s  Board of  Directors,  shall be
indemnified  and held harmless by the Company  against and from any loss,  cost,
liability,  or expense that may be imposed upon or reasonably incurred by him or
her in connection with or resulting from any claim,  action, suit, or proceeding
to  which he or she may be a party  or in  which  he or she may be  involved  by
reason of any action taken or failure to act under the Plan and against and from
any and all amounts paid by him or her in settlement thereof, with the Company's
approval,  or paid by him or her in  satisfaction  of any  judgment  in any such
action,  suit, or proceeding  against him or her,  provided he or she shall give
the Company an  opportunity,  at its own expense,  to handle and defend the same
before he or she  undertakes  to handle and defend it on his or her own  behalf.
The  foregoing  right of  indemnification  shall not be  exclusive  of any other
rights of  indemnification  to which  such  persons  may be  entitled  under the
Company's articles of incorporation or bylaws, as a matter of law, or otherwise,
or any power that the Company have to indemnify them or hold them harmless.

     Section 29.  Successors. All obligations of the Company under the Plan with
respect  to  Options  or  Restricted  Shares  hereunder  shall be binding on any
successor to the Company,  whether the existence of such successor is the result
of a direct or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of  the Company.

     Section  30.  Gender and Number.  Except where  otherwise  indicated by the
context,  any masculine  term used herein also shall  include the feminine;  the
plural shall include the singular and the singular shall include the plural.
<PAGE>

    Section 31.  Severability.  In the event any provision of the Plan shall be
held illegal or invalid for any reason,  the illegality or invalidity  shall not
affect the  remaining  parts of the Plan,  and the Plan shall be  construed  and
enforced as if the illegal or invalid provision had not been included.

     Section 32.  Governing Law. To the extent not preempted by federal law, the
Plan, and all agreements  hereunder,  shall be construed in accordance  with and
governed by the laws of the State of Hawaii.



<PAGE>


EXHIBIT 5
                                  June 21, 1999

CB Bancshares, Inc.
201 Merchant Street
Honolulu, Hawaii  96813

Ladies and Gentlemen:

     We have  acted  as  counsel  to CB  Bancshares,  Inc.  (the  "Company")  in
connection  with the  preparation  and filing with the  Securities  and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Act"),  a  Registration  Statement on Form S-8 (the  "Registration  Statement")
relating to the registration by the Company of an additional  50,000 shares (the
"Shares") of the Company's common stock, $1.00 par value per share, to be issued
pursuant to options granted or to be granted under the Company's Directors Stock
Option Plan (the "Plan").

     In so acting, we have examined originals,  or copies certified or otherwise
identified  to our  satisfaction,  of (i)  the  Articles  of  Incorporation,  as
amended,  (ii) the By-Laws of the Company, as amended,  (iii) the Plan, and (iv)
such  other  documents,  records,  certificates,  and other  instruments  of the
Company as in our judgment  are  necessary  or  appropriate  for purposes of the
opinion hereinafter expressed.

                  Based on the foregoing, we are of the opinion that:

     1. The Company is a  corporation  duly  incorporated  and validly  existing
under the laws of the State of Hawaii.

     2. The Shares,  when issued in accordance with the terms of the options and
the Plan and for  consideration  not less than par value per Share, will be duly
authorized, validly issued, fully paid, and non-assessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are acting  within the  category  of persons  whose  consent is  required  under
Section 7 of the Act or the rules and regulations of the Commission  promulgated
thereunder.
                                          Very truly yours,

                                          CARLSMITH BALL
                                          By  /s/  Dean H. Robb
                                          Its Partner
<PAGE>


EXHIBIT 23


               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We have issued our report dated February 12, 1999,  (except for Note Q2, as
to which the date was March 5, 19999),  accompanying the consolidated  financial
statements included in the Annual Report of CB Bancshares, Inc. and Subsidiaries
on Form 10-K for the year ended  December  31,  1998.  We hereby  consent to the
incorporation by reference of said report in this  Registration  Statement of CB
Bancshares, Inc. and Subsidiaries on Form S-8.

GRANT THORNTON LLP

/s/ Grant Thornton LLP

Honolulu, Hawaii
June 21, 1999


<PAGE>

EXHIBIT 23

     The Consent of  Carlsmith  Ball Law Firm is  contained in Exhibit 5 to this
Registration Statement.

<PAGE>

EXHIBIT 24

                                POWER OF ATTORNEY

     KNOWN ALL MEN BY THESE PRESENTS,  that the persons whose signatures  appear
below  each  constitute  and  appoint  Ronald K.  Migita,  their true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for them and in their name, place, and stead, in any and all capacities, to sign
the  Registration  Statement  on Form S-8  relating  to the  registration  of an
additional  50,000  shares of common  stock,  $1.00 par value per  share,  to be
issued  pursuant  to  options  granted  or to be  granted  under  the  Company's
Directors Stock Option Plan and 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
Commission,  granting  unto said  attorney-in-fact  and  agent,  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection  therewith,  as fully to all intents and  purposes,  as
they each might or could do in person,  hereby ratifying and confirming all that
said  attorney-in-fact and agent or his substitute,  may lawfully do or cause to
be done by virtue hereof.

     IN  WITNESS  WHEREOF,   the  undersigned   directors  and  officers  of  CB
Bancshares,  Inc.  have  hereunto  set their  hands as of this 21st day of June,
1999.  This Power of Attorney may be executed in any number of  counterparts  by
one or more of the officers or directors.



SIGNATURE                  TITLE                                  DATE


/s/ Lionel Y. Tokioka       Chairman of the Board of Directors     June 21, 1999
Lionel Y. Tokioka



/s/ Tomio Fuchu            Vice Chairman and Director             June 21, 1999
Tomio Fuchu



/s/ Ronald K. Migita       President, Chief Executive Officer,    June 21, 1999
Ronald K. Migita           and Director


                          Senior Vice President, Chief
/s/ Dean K. Hirata        Financial Officer and Treasurer         June 21, 1999
Dean K. Hirata            (Principal Financial and Accounting
                          Officer)



/s/ James H. Kamo         Corporate Secretary                     June 21, 1999
James H. Kamo



/s/ Donald J. Andres      Director                                June 21, 1999
Donald J. Andres



/s/ Colbert M. Matsumoto  Director                                June 21, 1999
Colbert M. Matsumoto



/s/ Larry K. Matsuo       Director                                June 21, 1999
Larry K. Matsuo



/s/ Caryn S. Morita       Director                                June 21, 1999
Caryn S. Morita



/s/ Hiroshi Sakai         Director                                June 21, 1999
Hiroshi Sakai



/s/ Yoshiki Takada        Director                                June 21, 1999
Yoshiki Takada



/s/ H. Clifton Whiteman   Director                                June 21, 1999
H. Clifton Whiteman



/s/ Dwight L. Yoshimura   Director                                June 21, 1999
Dwight L. Yoshimura
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 52808}]
{"company-data": {"conformed-name": "CB BANCSHARES INC/HI", "cik": "0000316312", "assigned-sic": "6022", "irs-number": "990197163", "state-of-incorporation": "HI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81279", "film-number": "99650157"}, "business-address": {"street1": "201 MERCHANT ST", "city": "HONOLULU", "state": "HI", "zip": "96813", "phone": "8085352500"}}
As filed with the Securities and Exchange Commission on June 22, 1999
                             Registration No. 33-___

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               CB BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

        HAWAII                                           99-0197163
(State of Incorporation)                 (I.R.S. Employer Identification Number)

                               201 Merchant Street
                             Honolulu, Hawaii 96813
                                 (808) 535-2500

                 CB BANCSHARES, INC. DIRECTORS STOCK OPTION PLAN
                            (Full title of the plan)

                                Lionel Y. Tokioka
                              Chairman of the Board
                               CB Bancshares, Inc.
                               201 Merchant Street
                             Honolulu, Hawaii 96813
                                 (808) 535-2500
            (Name, address, including zip code, and telephone number
                   including area code, of agent for service)

                                    Copy to:
                            Lawrence S. Okinaga, Esq.
                                 Carlsmith Ball
                         1001 Bishop Street, Suite 2200
                               Honolulu, HI 96813
CALCULATION OF REGISTRATION FEE
-------------------------- --------------------- ------------------------- -------------------------- ----------------------

                                                     Proposed Maximum          Proposed Maximum
 Title of Securities to        Amount to be         Offering Price Per     Aggregate Offering Price         Amount of
      be Registered             Registered              Share (2)                     (2)               Registration Fee
-------------------------- --------------------- ------------------------- -------------------------- ----------------------
-------------------------- --------------------- ------------------------- -------------------------- ----------------------

Stock Options and Common          50,000                        31.468                   1,573,400                   437.41
Stock (par value $1.00)
(1)
-------------------------- --------------------- ------------------------- -------------------------- ----------------------

(1)      Includes one attached Common Stock Right under CB Bancshares, Inc. Shareholder Rights Plan.

(2)      The price per share, estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule
         457(c), is based upon the average of the high and low prices of Registrant's Common Stock, which average equals $31.468 per
         share, as reported on the NASDAQ National Market System on June 16, 1999.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents filed by CB Bancshares,  Inc. (the "Company") with
the Securities and Exchange  Commission (the  "Commission")  are incorporated by
reference into this Registration Statement:

     (a) The  Company's  latest  annual  report on Form 10-K filed  pursuant  to
Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"),
that contains audited financial  statements for the Company's latest fiscal year
for which  such  statements  have been  filed,  or (2) the  Company's  effective
registration  statement  on  Form  10 or  20-F  filed  under  the  Exchange  Act
containing audited financial statements for the Company's latest fiscal year.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.

     (c) The  description of the Company's  Common Stock which is contained in a
registration  statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

     All reports and other documents  subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference  herein and to be a part of this  Registration
Statement from the date of the filing of such reports and documents.
Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interest of Named Experts.

                  Not applicable.
Item 6.  Indemnification of Directors and Officers.

     Section 415-5 of the Hawaii  Revised  Statutes  provides that a corporation
has the power to indemnify any person who is or was an agent of the  corporation
against certain litigation expenditures.  "Agent" includes a director,  officer,
employee  or  other  agent  of  the   corporation;   a  person  serving  at  the
corporation's  request as a director,  officer,  employee, or other agent of any
entity;  and a  director,  officer,  employee,  or agent of certain  predecessor
entities.  Section 415-5 permits  corporations  to indemnify a present or former
agent against  expenses (and, where the action is not brought by or in the right
of the corporation,  against judgments,  fines, settlements,  and other amounts)
actually  and  reasonably  incurred  by  such  person  in  connection  with  any
proceeding  to which that person was or is a party or is threatened to be made a
party.  However,  the  person  must have acted in good faith and in a manner the
person reasonably  believed to be in or not opposed to the best interests of the
corporation.

     In addition, in the case of a criminal proceeding, the person must have had
no reasonable cause to believe the person's conduct was unlawful. In the case of
a proceeding not brought by or in the right of the  corporation,  termination of
the proceeding by judgment,  order,  settlement,  conviction,  or upon a plea of
nolo  contendere does not, of itself,  create a presumption  that the present or
former agent failed to satisfy the foregoing standards.  In an action brought by
or in the right of the  corporation,  a  corporation  has the power to indemnify
present and former agents against expenses  actually and reasonably  incurred in
the defense or settlement of the action if the person acted in good faith and in
a manner  the person  reasonably  believed  to be in or not  opposed to the best
interests of the corporation.

     However,  no indemnification  shall be made in respect of any claim, issue,
or matter as to which such  person is adjudged  to be liable for  negligence  or
misconduct in performing the person's duty to the corporation,  unless the court
in which the action was brought determines in view of all the circumstances that
the person is fairly and  reasonably  entitled to indemnity for such expenses as
the court deems proper.  If an agent is  ultimately  successful on the merits or
otherwise  in defense  of any  proceeding  (whether  or not the  proceeding  was
brought by or in the right of the corporation), or in defending any claim, issue
or  matter  therein,  then the agent  shall be  indemnified  by the  corporation
against  expenses  actually and  reasonably  incurred by the agent in connection
therewith.

     Indemnification  pursuant to Section 415-5 requires a determination  in the
specific case that the agent satisfied the applicable standard of conduct.  That
determination  may be made by the board of  directors  by a  majority  vote of a
quorum  consisting of directors who were not parties to the proceeding,  or if a
quorum is not obtainable by independent legal counsel.  That  determination also
may be made by  stockholders,  or by the court in which the proceeding is or was
pending.  Expenses  incurred  in  defending  any  proceeding  may be paid by the
corporation  in advance of the final  disposition of the proceeding if the agent
agrees to repay such amount,  unless it ultimately is determined  that the agent
is entitled to be  indemnified by the  corporation  as authorized  under Section
415-5.
Indemnification  pursuant to Section  415-5 is not  exclusive  of any other
rights to which a person may be  entitled  under any bylaw,  agreement,  vote of
stockholders,  or disinterested directors or otherwise and shall continue if the
person ceases to be an agent of the corporation.  Furthermore, a corporation has
the  power to  purchase  and  maintain  insurance  on behalf of any agent of the
corporation,  against any liability asserted against or incurred by the agent in
any such capacity  regardless of whether or not the  corporation  would have the
power to  indemnify  the  agent.  Section  415-5  does not apply to  proceedings
against  fiduciaries of employee  benefit plans in that capacity even though the
fiduciary also may be an agent of the employer corporation.

     In addition,  Article XVIII,  Section 2, of the Company's  Bylaws  provides
that every  director  and officer of the  Company  shall be  indemnified  by the
Company  against all reasonable  costs,  expenses,  and  liabilities  (including
counsel fees) actually or necessarily  incurred by him in connection with claims
or proceedings of any nature in which he may be involved as a party or otherwise
by reason of his being or having been a director  or officer,  whether or not he
continues  to be such  director or officer at the time of the  incurring of such
costs,  expenses,  or liabilities,  except in relation to matters as to which he
shall be finally adjudged to be liable for willful misconduct or willful neglect
toward the company in the performance of his duties as such director or officer.
As to  whether  or not a  director  or  officer  was liable by reason of willful
misconduct or willful  neglect toward the  corporation in the performance of his
duties as such  director  or  officer,  absent  such final  adjudication  of the
existence  of such  liability,  the Board of  Directors  and each  director  and
officer may rely conclusively upon an opinion of legal counsel selected by or in
the manner designated by the Board of Directors.

     Pursuant  to  the  authority  granted  by  Section  415-5,  Hawaii  Revised
Statutes,  the Company maintains a liability and  indemnification  policy in the
amount of  $10,000,000  for a period  extending  through May 1, 2000,  issued by
Executive Risk Indemnity,  covering all officers and directors of the Company at
a current annual expense of approximately $140,000.
Item 7.  Exemption from Registration Claimed.

                  Not Applicable.

Item 8.  Exhibits.

   Number                             Description

     4                 CB Bancshares, Inc. Director Stock Option Plan

     5                 Opinion of Carlsmith Ball Law Firm with respect to the
                       legality of the shares being registered

     23.1              Consent of Grant Thornton LLP

     23.2              Consent of Carlsmith Ball Law Firm is contained in
                       Exhibit 5 to this Registration Statement

     24                Power of Attorney of CB Bancshares, Inc. and Directors
                       and Officers

Item 9.  Undertakings.

1.       The undersigned registrant hereby undertakes:

     (a) 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;

     (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
amendments  thereof)  which,  individually  or in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 paragraphs (a)(i) and (a)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference herein.

     (b) That, for the purpose of determining any liability under the Securities
Act, 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.

     (c) 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.

2.  The  undersigned   registrant   hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where applicable,  each filing of any employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated  by  reference  herein  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. Insofar as indemnification  for liabilities  arising under the Securities Act
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 Commission such  indemnification  is
against  public  policy as expressed in the  Securities  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 of the registrant 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 Securities Act and will be governed by
the final adjudication of such issue.

                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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 and County of Honolulu, State of Hawaii, on the 22nd day
of June, 1999.

                                          CB BANCSHARES, INC.

                                          By  /s/  Ronald K. Migita
                                          Ronald K. Migita
                                          President and Chief Executive Officer

     Pursuant to the  requirements  of the  Securities  Act,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.

SIGNATURE                              TITLE                          DATE

           *               Chairman of the Board of Directors     June 22, 1999
_________________________
Lionel Y. Tokioka

           *               Vice Chairman and Director             June 22, 1999
_________________________
Tomio Fuchu

/s/  Ronald K. Migita      President, Chief Executive Officer,    June 22, 1999
_________________________  and Director
Ronald K. Migita

                           Senior Vice President, Chief
           *               Financial Officer and Treasurer        June 22, 1999
_________________________  (Principal Financial and Accounting
Dean K. Hirata             Officer)

           *               Corporate Secretary                    June 22, 1999
________________________
James H. Kamo

           *               Director                               June 22, 1999
________________________
Donald J. Andres

           *               Director                               June 22, 1999
________________________
Colbert M. Matsumoto

           *               Director                               June 22, 1999
________________________
Larry K. Matsuo

           *               Director                               June 22, 1999
________________________
Caryn S. Morita

           *               Director                               June 22, 1999
________________________
Hiroshi Sakai

           *               Director                               June 22, 1999
________________________
Yoshiki Takada

           *               Director                               June 22, 1999
________________________
H. Clifton Whiteman

           *               Director                               June 22, 1999
________________________
Dwight L. Yoshimura

*By  /s/  Ronald K. Migita
    -------------------------------
 (Ronald K. Migita, Attorney-in-Fact)
EXHIBIT NUMBER     DESCRIPTION

4                   CB Bancshares, Inc. Director Stock Option Plan

5                   Opinion of Carlsmith Ball Law Firm with respect to the
                    legality of the shares being registered

23.1                Consent of Grant Thornton LLP

23.2                Consent of Carlsmith Ball Law Firm is contained in
                    Exhibit 5 to this Registration Statement

24                  Power of Attorney of CB Bancshares, Inc. and Director
                    and Officers
Exhibit 4

                               CB BANCSHARES, INC.
                           DIRECTORS STOCK OPTION PLAN

                        (Effective as of April 29, 1999)
CB BANCSHARES, INC.
                           DIRECTORS STOCK OPTION PLAN

     Section 1. Purpose. This  CB Bancshares,  Inc. Directors Stock Option Plan
("Plan") is established by CB Bancshares,  Inc. (the "Company").  The purpose of
the Plan is to advance the interests of the Company by encouraging  and enabling
members of the Board of Directors of the Company,  City Bank (the "Bank"), or of
International  Savings and Loan  Association,  Limited ("ISL")  ("Directors") to
acquire and retain  throughout  each member's tenure as a Director a proprietary
interest in the Company by  ownership  of shares of the  Company's  common stock
("Common  Stock").  Any option granted pursuant to this Plan ("Option") shall be
specifically  designated as not being an incentive  stock option,  as defined in
Section 422 of the Internal Revenue Code of 1986, as amended ("Code").

     Section  2.   Effective Date and Term of Plan. The   Plan   shall   become
effective as of April 29,  1999,  subject to approval of the Plan by the holders
of a majority of the Company's  outstanding  stock entitled to vote thereon at a
meeting of the  Company's  stockholders  following  adoption  of the Plan by the
Board of Directors;  provided,  however,  that Options may be granted under this
Plan prior to obtaining  stockholder  approval of the Plan, but any such Options
shall be contingent upon such stockholder approval being obtained and may not be
exercised  prior to such approval.  The Plan shall continue in effect for a term
of ten years from April 29, 1999, unless sooner terminated under Section 22.

     Section 3. Administration.  The   Plan  shall  be   administered   by  the
Compensation  Committee of the Company's Board of Directors  ("Committee").  The
Committee  shall hold  meetings at such times and places as they may  determine,
shall keep minutes of their meetings,  and shall adopt,  amend,  and revoke such
rules and  procedures  as they may deem  proper  with  respect to the Plan.  Any
action of the Committee shall be taken by majority vote or the unanimous written
consent of the Committee members.
Subject to the other  provisions of this Plan, and with a view to effecting
its purpose, the Committee shall have, in its sole and absolute discretion,  the
authority:  (a) to construe and interpret the Plan; (b) to define the terms used
herein; (c) to determine,  to the extent not provided by the Plan, the terms and
conditions of Options and restricted shares granted pursuant to the terms of the
Plan; and (d) to make all other determinations and do all other things necessary
or advisable for the administration of the Plan. All decisions,  determinations,
and interpretations made by the Committee shall be binding and conclusive on all
participants   in  the  Plan  and  on  their   legal   representatives,   heirs,
and beneficiaries.

     Notwithstanding  any other provision of the Plan (and without  limiting the
Committee's  authority),  in  connection  with any action  concerning  grants of
Options to, or transactions  by,  Directors who are subject to the provisions of
Section 16 of the Securities  Exchange Act of 1934,  as amended ("Exchange Act")
("Insiders"),  the Committee may adopt such  procedures as it deems necessary or
desirable  to assure the  availability  of  exemptions  from  Section 16  of the
Exchange Act afforded by Rule 16b-3  thereunder or any successor  rule.  Without
limiting the  foregoing,  in connection  with approval of any  transaction by an
Insider  involving a grant,  award, or other  acquisition  from the Company,  or
involving the  disposition  to the Company,  of Common Stock,  the Committee may
delegate its approval  authority to a subcommittee  thereof  comprised of two or
more "Non-Employee Directors" (as defined in Rule 16b-3),  or take action by the
affirmative vote of two or more  Non-Employee  Directors (with all other members
of the Committee  abstaining or recusing  themselves from  participating  in the
matter), or refer the matter to the full Board of Directors for action.

     Section 4.  Maximum  Number of Shares  Subject to the Plan.  The  aggregate
number of shares of Common  Stock  which may be granted  under the Plan shall be
50,000 shares.  The  shares of Common  Stock to be issued  upon  exercise  of an
Option may be authorized but unissued shares or reacquired shares. If any of the
Options  granted  under the Plan expire or terminate  for any reason before they
have been exercised in full, the unpurchased  shares subject to those expired or
terminated  Options  shall  cease to reduce the number of shares  available  for
purposes of the Plan.  The Company,  during the term of this Plan,  shall at all
times  reserve and keep  available  such number of shares of its Common Stock as
shall be sufficient to satisfy the requirements of the Plan.

     Section 5. Eligibility and Participation.   Any   Director   entitled   to
compensation by the Company,  the Bank, or ISL for service as a Director,  other
than a Director who is also a salaried  officer or employee of the Company,  the
Bank, or ISL, or any of their subsidiaries, shall be eligible to receive Options
according to the terms of the Plan.
Section  6. Grant of Option.  Effective  on the date of each of the next
ten regular annual meetings of stockholders of the Company,  commencing with the
1999 regular annual meeting, the Company shall automatically grant an Option for
the  purchase  of  1,000 shares  of Common  Stock to each  Director  (whether  a
Director of one or more of the Company, Bank, or ISL) ("Optionee") who will be a
Director immediately following that annual meeting.

     Section  7. Duration of Options. Each  Option and all  rights  thereunder
granted  pursuant to the terms of this Plan shall expire ten years from the date
on which the Option is granted.  In  addition,  each Option  shall be subject to
earlier termination as provided in the Plan.

     Section  8. Exercise Price. The  exercise  price  ("Exercise  Price") for
shares subject to any Option granted hereunder shall be equal to the fair market
value  ("Fair Market  Value")  of the  shares  at the  time of the  grant of the
Option.  Fair Market Value on any day shall be deemed to be the highest  closing
price of the Common Stock on such day on the New York  Stock  Exchange  (or such
other exchange or interdealer quotation system that then constitutes the primary
trading  market for the Common  Stock),  and if no reported  sale takes place on
such day,  Fair Market Value shall be deemed to be the highest  closing price on
the next preceding day on which such a sale occurred.

     Section 9.  Exercise of Options.  Each Option shall be exercisable in whole
or part  during  its term.  The  person  exercising  an Option may do so only by
written notice of exercise delivered to the Company's  Corporate  Secretary,  in
such form as the Corporate  Secretary  prescribes or approves from time to time,
specifying  the number of shares to be purchased and  accompanied by a tender of
the Exercise Price for those shares.  The Exercise Price of any shares purchased
shall be paid in full in cash or by certified or cashier's  check payable to the
order of the  Company  or by  delivery  of  shares of  Common  Stock  (excluding
restricted shares acquired  pursuant to this Plan as to which  restrictions have
not lapsed), or a combination thereof, at the time of exercise of the Option. If
any  portion  of the  Exercise  Price is paid in shares of Common  Stock,  those
shares  shall be  tendered  at their then  Fair Market  Value as  determined  in
accordance  with Section 8 of this Plan.  Fractional  shares  resulting from any
adjustment  in Options  pursuant to  Section 21  of the Plan shall be settled in
cash based on the  Fair Market  Value of the Common  Stock as  determined  under
Section 8.

     Section  10.  Option Rights Upon Termination of  Service.  If  an  Optionee
ceases to serve as a Director for any reason other than death or  Disability  as
described  below, his Option shall expire  three months  after the date on which
the  Director  ceases his  service as a Director  unless by its terms it expires
sooner.
Section  11. Option Rights Upon Death of Optionee.  If  an  Optionee  dies
while serving as a Director,  his Option shall expire one year after the date of
death  unless by its terms it expires  sooner.  During  this one year or shorter
period, the Option may be exercised,  to the extent that it remains  unexercised
on the date of death,  by the person or persons  to whom the  Optionee's  rights
under the Option shall pass by will or by the laws of descent and distribution.

     Section  12.  Option  Rights Upon  Disability  of Optionee.  If an Optionee
ceases to serve as a Director due to  "Disability",  his Option shall expire one
year  after  the date of such  termination  of  service  unless  by its terms it
expires  sooner.  During  this one year or  shorter  period,  the  Option may be
exercised,  to the  extent  that  it  remains  unexercised  on the  date of such
termination  of service,  by the Optionee or by his legal  guardian on behalf of
the Optionee.  For purposes of this Plan, the term  "Disability"  shall mean, as
determined  by  the  Committee,  the  Director's  inability  to  engage  in  any
substantial gainful activity by reason of any medically determinable physical or
mental  impairment  which can be expected to result in death or which has lasted
or can be expected to last for a  continuous  period of not less than 12 months,
or any successor  definition of the term "Permanent and Total  Disability" under
Code Section 22(e)(3).

     Section  13. Options Not Transferable.  Options  granted  pursuant  to the
terms of this Plan may not be sold,  pledged,  assigned,  or  transferred in any
manner  otherwise than by will or the laws of descent or distribution  and shall
not be subject to execution,  attachment, or similar process; except that at the
holder's  election,  such Options may be  transferred to and held by a revocable
trust of which the  Optionee  is both a trustee and  beneficiary,  in which case
such Options shall continue to be subject to all  restrictions set forth in this
Plan.  Options may be  exercised  during the  lifetime  of an  Optionee  only by
(a) the Optionee,  (b) at the Optionee's election, by a revocable trust of which
the Optionee is both a trustee and  beneficiary,  (c) on behalf of the Optionee,
by a person  holding the  Optionee's  power of  attorney  for that  purpose,  or
(d) the duly appointed guardian of the person and property of an Optionee who is
under a Disability.
Section  14.  Option Stock Restricted.  Shares  of  Common  Stock  that are
purchased  by exercise of an Option  granted  under the Plan shall be treated in
all respects as restricted shares  ("Restricted  Shares") during the restriction
period  ("Restriction  Period") as defined hereunder.  If during the Restriction
Period,  the holder of the  Restricted  Shares ceases to serve as a Director for
any reason other than an event described in clause (b), (c), (d), (e), or (f) of
Section 18 below,  the holder shall sell to the Company,  and the Company  shall
redeem, the Restricted Shares at the price equal to the Fair Market Value of the
shares  (determined  as provided  in Section 8) at the time of grant  (i.e., the
Option Exercise  Price).  The redemption  price shall be paid to the holder in a
single payment for the complete redemption of the Restricted Shares.

     For this purpose,  the "Restriction  Period" means the period commencing on
the date  Restricted  Shares  are  purchased,  and  ending  at the  later of the
expiration of: (a) the  Director's then current term as a Director of either the
Company or the Bank or ISL (whichever term last expires); or (b) any immediately
succeeding  future  consecutive  term as a Director of either the Company or the
Bank or  ISL  that   results  from   election,   appointment,   reelection,   or
reappointment  to any such Board of  Directors;  provided  that the  Restriction
Period shall not expire (and no redemption of Restricted  Shares shall occur) at
the time a person ceases to be a member of the Board of Directors of the Company
or of the Bank or ISL, if at that time such person continues to be a Director by
reason of membership on any of the Board of Directors of the Company or the Bank
or ISL.

     Section  15.  Restricted  Shares Not  Transferable.  During the Restriction
Period, Restricted Shares may not be sold, pledged,  assigned, or transferred in
any  manner,  and shall not be  subject  to  execution,  attachment,  or similar
process;  except that, at the Optionee's election,  the Restricted Shares may be
transferred  to and held by a revocable  grantor  trust of which the Optionee is
both a trustee  and  beneficiary,  in which  case the  Restricted  Shares  shall
continue to be subject to the  nontransferability,  forfeiture,  and  redemption
limitations.

     Section  16.  Stockholder Rights.  The  holder of  Restricted  Shares shall
have during the  Restriction  Period all of the rights of a  stockholder  of the
Company with respect to the Restricted  Shares,  including the right to vote the
shares, and the right to receive any dividends and other distributions  thereon;
provided  that any  shares of  Common  Stock  issued as the  result of any stock
dividend or stock split shall, to the extent  attributable to Restricted Shares,
themselves constitute Restricted Shares.
Section  17.  Surrender of Stock Certificate and Assignment of Shares. Upon
the occurrence of an event triggering the redemption of Restricted  Shares,  the
holder shall  immediately  return the  certificate  representing  the Restricted
Shares to the Company's Corporate Secretary, duly endorsed in blank by holder or
with duly endorsed stock powers attached, all in forms suitable for the transfer
of the Restricted  Shares to the Company,  and the Company shall immediately pay
to the holder the required  redemption  price. From and after occurrence of such
an event,  the  Company  shall not pay any  dividends  to the  holder on or with
respect to the  Restricted  Shares,  or permit the holder to exercise any of the
privileges  or rights of a  stockholder  with respect to such shares,  but shall
treat the Company or its nominee as the owner of the shares.  Any  assignment of
the Restricted  Shares pursuant to this Section 17  shall be effective as of the
date of the holder's termination of service as a Director.

     Section   18.  Lapse of Restrictions.  The   restrictions   set   forth  in
Section 14 above relating to the redemption of Restricted  Shares and Section 15
above relating to the nontransferability of Restricted Shares shall lapse and no
longer apply upon the earlier of: (a) the expiration of the Restriction  Period;
(b) the death of the Director; (c) the cessation of service as a Director due to
"Disability"; (d) the occurrence of a change of control ("Change of Control") of
the Company; (e) the removal of the Director from office by stockholders without
cause;  or (f) the  termination  of service of the Director with the approval of
the Board of  Directors  for purposes of the Plan.  Further,  in the case of the
exercise of an Option after death or  Disability,  such  restrictions  shall not
apply to the Shares  purchased by way of the exercise.  A "Change of Control" of
the Company shall be deemed to occur in the event:  (a) a person acquires 20% or
more of  Company  voting  stock;  (b)  Company  shareholders  approve  a merger,
consolidation,  or other business combination, or a sale of substantially all of
its assets or enters into a similar business transaction ("Transaction"), unless
after such  Transaction,  the shareholders  immediately prior to the Transaction
continue to control a majority of Company voting power in the resulting  entity;
or (c) within any twenty-four  (24) month beginning on or after April 29,  1999,
the persons who were directors immediately prior to such period shall cease (for
any reason other than death) to  constitute  at least a majority of the Board of
Directors.  Modified  certificates for shares of stock,  without the restrictive
legend referred to in Section 20 below, shall be delivered to the holder as soon
as reasonably practicable after, and only after, the lapse of the restrictions.
Section  19.  Adjustments. If  the then outstanding shares of Common Stock
are  changed  into or  exchanged  for a  different  number  or kind of shares or
securities through merger, consolidation, combination, exchange of shares, other
reorganization, recapitalization,  reclassification, stock dividend, stock split
or reverse stock split, an appropriate  and  proportionate  adjustment  shall be
made in the maximum  number and kind of shares or securities as to which Options
and Restricted Shares may be granted under this Plan. A corresponding adjustment
changing the number and kind of shares or  securities  allocated to  unexercised
Options,  Restricted Shares, or portions thereof,  which shall have been granted
prior  to any such  change,  shall  likewise  be made.  Any such  adjustment  in
outstanding Options shall be made without change in the aggregate purchase price
applicable to the  unexercised  portion of the Option,  but with a corresponding
adjustment in the price for each share or other unit of any security  covered by
the Option.

     Section 20.   Restrictive Legend. The holder of Restricted Shares shall not
have any rights with  respect to such  shares,  unless and until such holder has
executed an agreement  evidencing  the terms and  conditions  of the issuance of
such shares.  Each individual who purchases  Restricted Shares shall be issued a
stock  certificate  in  respect  of  such  shares.  Such  certificate  shall  be
registered  in the name of the holder and shall bear an  appropriate  legend (in
addition to any legend required  pursuant to Section 20 below)  referring to the
terms, conditions,  and restrictions applicable to such award,  substantially in
the following form:

     The transferability of this certificate and the shares of stock represented
hereby  are  subject  to the  terms and  conditions  (including  forfeiture  and
redemption) of the  CB Bancshares,  Inc. Directors Stock Option Plan and related
Stock  Option  Grant  Agreement,  which  Agreement  was entered into between the
registered owner and  CB Bancshares,  Inc. Copies of such Plan and Agreement are
on file in the offices of CB Bancshares, Inc.

     Section  21.  Compliance with Securities Laws.  Shares  shall not be issued
under the Plan unless the issuance and delivery of the shares  pursuant  thereto
shall comply with all relevant  provisions of state and federal law,  including,
without  limitation,  the  Securities  Act  of 1933,  as amended,  the rules and
regulations  promulgated  thereunder and the  requirements of any stock exchange
upon which the shares  may then be listed,  and shall be further  subject to the
approval of counsel for the Company with respect to such compliance. The Company
may also require a holder to furnish  evidence  satisfactory  to the Company and
its counsel (including a written and signed representation letter and consent to
be bound by any transfer  restrictions  imposed by law,  legend,  condition,  or
otherwise),  that the shares are being acquired only for investment purposes and
without any present  intention to sell or distribute  the shares in violation of
any state or federal  law,  rule,  or  regulation.  Further,  each holder  shall
consent to the imposition of legends on the certificates for shares issued under
this Plan restricting their  transferability as required by law, by this Section
20 above.
Section   22.  Rule   16b-3   Requirements.   With   respect  to  Insiders,
transactions  under  this  Plan are  intended  to  comply  with  all  applicable
conditions of Rule 16b-3 or its successors under the Exchange Act (except to the
extent  that  noncompliance  of a  particular  transaction  would not  result in
liability under Section 16 of the Exchange Act or the rules adopted thereunder).
To the extent any provision of the Plan or action by the  Committee  fails to so
comply,  it shall be deemed null and void,  to the extent  permitted  by law and
deemed advisable by the Committee.

     Section 23. Termination and Amendment of Plan. The Plan shall terminate at
the end of the term of the Plan  described in Section 2,  or shall  terminate at
such earlier time as the Board of Directors may determine.  No Options  shall be
granted under the Plan after that date.  Subject to the limitation  contained in
Section 24  below,  the  Board of  Directors  may at any time,  without  further
reference to or approval by the Company's stockholders, terminate or suspend the
Plan or amend or revise  its  terms,  including  the form and  substance  of the
Option agreements to be used hereunder.

     Section  24.  Prior Rights and Obligations.  No amendment,  suspension,  or
termination  of the Plan shall,  without the consent of the  individual  who has
received an Option or has purchased a Restricted  Share,  alter or impair any of
that person's rights or obligations under any Option granted or Restricted Share
purchased  under the Plan prior to that amendment,  suspension,  or termination.
However,  the grant of an Option or  purchase  of a  Restricted  Share shall not
affect  in any way the  right  or  power  of the  Company  to make  adjustments,
reclassifications,  reorganizations  or  changes  of  its  capital  or  business
structure;  to merge  or  consolidate;  or to  dissolve,  liquidate,  or sell or
transfer all or any part of its business or assets.

     Section 25.  Privileges of Stock Ownership. Notwithstanding the exercise of
any Option granted  pursuant to the terms of this Plan or the achievement of any
conditions  specified in any Restricted Share purchased pursuant to the terms of
this  Plan,  no  individual  shall  have any of the  rights or  privileges  of a
stockholder  of the Company in respect of any shares of stock  issuable upon the
exercise of his or her Option or the satisfaction of his or her Restricted Share
conditions  until  certificates  representing  the shares  have been  issued and
delivered.  No shares shall be required to be issued and delivered upon exercise
of any Option or  satisfaction  of any conditions with respect to any Restricted
Share  unless  and until all of the  requirements  of law and of all  regulatory
agencies  having  jurisdiction  over the issuance and delivery of the securities
shall have been fully complied with.

     Section  26.  Continued Service.  Nothing  contained  in this Plan shall be
construed as conferring  upon a Director the right to continue in the service of
the Company,  the Bank, or ISL as a Director or in any other capacity.  Further,
nothing  contained  in this Plan or in any Option or  Restricted  Share  granted
hereunder  shall be deemed to create any  obligation on the part of the Board of
Directors  of the  Company,  the  Bank,  or ISL to  nominate  any  Director  for
reelection.
Section  27. Tax Withholding.  The  exercise  of any Option or  Restricted
Share  purchase  under this Plan is subject to the condition that if at any time
the  Company  shall  determine,  in its  discretion,  that the  satisfaction  of
withholding tax or other withholding  liabilities under any state or federal law
is  necessary  or  desirable  as a condition  of, or in  connection  with,  such
exercise or the delivery or purchase of shares  pursuant  thereto,  then in such
event,  the exercise of the Option or purchase of the Restricted Share shall not
be effective unless such  withholding  shall have been effected or obtained in a
manner acceptable to the Company. A Director may elect, on an irrevocable basis,
to  satisfy  the  withholding  requirement,  in whole or in part,  by having the
Company  withhold  shares of Common Stock having a Fair Market Value on the date
the tax is to be  determined  equal to the  statutory  total tax which  could be
imposed on the transaction.

     Section  28.  Indemnification.  Each  person  who is or shall  have  been a
member  of the  Committee,  or of the  Company s  Board of  Directors,  shall be
indemnified  and held harmless by the Company  against and from any loss,  cost,
liability,  or expense that may be imposed upon or reasonably incurred by him or
her in connection with or resulting from any claim,  action, suit, or proceeding
to  which he or she may be a party  or in  which  he or she may be  involved  by
reason of any action taken or failure to act under the Plan and against and from
any and all amounts paid by him or her in settlement thereof, with the Company's
approval,  or paid by him or her in  satisfaction  of any  judgment  in any such
action,  suit, or proceeding  against him or her,  provided he or she shall give
the Company an  opportunity,  at its own expense,  to handle and defend the same
before he or she  undertakes  to handle and defend it on his or her own  behalf.
The  foregoing  right of  indemnification  shall not be  exclusive  of any other
rights of  indemnification  to which  such  persons  may be  entitled  under the
Company's articles of incorporation or bylaws, as a matter of law, or otherwise,
or any power that the Company have to indemnify them or hold them harmless.

     Section 29.  Successors. All obligations of the Company under the Plan with
respect  to  Options  or  Restricted  Shares  hereunder  shall be binding on any
successor to the Company,  whether the existence of such successor is the result
of a direct or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of  the Company.

     Section  30.  Gender and Number.  Except where  otherwise  indicated by the
context,  any masculine  term used herein also shall  include the feminine;  the
plural shall include the singular and the singular shall include the plural.
Section 31.  Severability.  In the event any provision of the Plan shall be
held illegal or invalid for any reason,  the illegality or invalidity  shall not
affect the  remaining  parts of the Plan,  and the Plan shall be  construed  and
enforced as if the illegal or invalid provision had not been included.

     Section 32.  Governing Law. To the extent not preempted by federal law, the
Plan, and all agreements  hereunder,  shall be construed in accordance  with and
governed by the laws of the State of Hawaii.
EXHIBIT 5
                                  June 21, 1999

CB Bancshares, Inc.
201 Merchant Street
Honolulu, Hawaii  96813

Ladies and Gentlemen:

     We have  acted  as  counsel  to CB  Bancshares,  Inc.  (the  "Company")  in
connection  with the  preparation  and filing with the  Securities  and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Act"),  a  Registration  Statement on Form S-8 (the  "Registration  Statement")
relating to the registration by the Company of an additional  50,000 shares (the
"Shares") of the Company's common stock, $1.00 par value per share, to be issued
pursuant to options granted or to be granted under the Company's Directors Stock
Option Plan (the "Plan").

     In so acting, we have examined originals,  or copies certified or otherwise
identified  to our  satisfaction,  of (i)  the  Articles  of  Incorporation,  as
amended,  (ii) the By-Laws of the Company, as amended,  (iii) the Plan, and (iv)
such  other  documents,  records,  certificates,  and other  instruments  of the
Company as in our judgment  are  necessary  or  appropriate  for purposes of the
opinion hereinafter expressed.

                  Based on the foregoing, we are of the opinion that:

     1. The Company is a  corporation  duly  incorporated  and validly  existing
under the laws of the State of Hawaii.

     2. The Shares,  when issued in accordance with the terms of the options and
the Plan and for  consideration  not less than par value per Share, will be duly
authorized, validly issued, fully paid, and non-assessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are acting  within the  category  of persons  whose  consent is  required  under
Section 7 of the Act or the rules and regulations of the Commission  promulgated
thereunder.
                                          Very truly yours,

                                          CARLSMITH BALL
                                          By  /s/  Dean H. Robb
                                          Its Partner
EXHIBIT 23

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We have issued our report dated February 12, 1999,  (except for Note Q2, as
to which the date was March 5, 19999),  accompanying the consolidated  financial
statements included in the Annual Report of CB Bancshares, Inc. and Subsidiaries
on Form 10-K for the year ended  December  31,  1998.  We hereby  consent to the
incorporation by reference of said report in this  Registration  Statement of CB
Bancshares, Inc. and Subsidiaries on Form S-8.

GRANT THORNTON LLP

/s/ Grant Thornton LLP

Honolulu, Hawaii
June 21, 1999
EXHIBIT 23

     The Consent of  Carlsmith  Ball Law Firm is  contained in Exhibit 5 to this
Registration Statement.
EXHIBIT 24

                                POWER OF ATTORNEY

     KNOWN ALL MEN BY THESE PRESENTS,  that the persons whose signatures  appear
below  each  constitute  and  appoint  Ronald K.  Migita,  their true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for them and in their name, place, and stead, in any and all capacities, to sign
the  Registration  Statement  on Form S-8  relating  to the  registration  of an
additional  50,000  shares of common  stock,  $1.00 par value per  share,  to be
issued  pursuant  to  options  granted  or to be  granted  under  the  Company's
Directors Stock Option Plan and 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
Commission,  granting  unto said  attorney-in-fact  and  agent,  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection  therewith,  as fully to all intents and  purposes,  as
they each might or could do in person,  hereby ratifying and confirming all that
said  attorney-in-fact and agent or his substitute,  may lawfully do or cause to
be done by virtue hereof.

     IN  WITNESS  WHEREOF,   the  undersigned   directors  and  officers  of  CB
Bancshares,  Inc.  have  hereunto  set their  hands as of this 21st day of June,
1999.  This Power of Attorney may be executed in any number of  counterparts  by
one or more of the officers or directors.

SIGNATURE                  TITLE                                  DATE

/s/ Lionel Y. Tokioka       Chairman of the Board of Directors     June 21, 1999
Lionel Y. Tokioka

/s/ Tomio Fuchu            Vice Chairman and Director             June 21, 1999
Tomio Fuchu

/s/ Ronald K. Migita       President, Chief Executive Officer,    June 21, 1999
Ronald K. Migita           and Director

                          Senior Vice President, Chief
/s/ Dean K. Hirata        Financial Officer and Treasurer         June 21, 1999
Dean K. Hirata            (Principal Financial and Accounting
                          Officer)

/s/ James H. Kamo         Corporate Secretary                     June 21, 1999
James H. Kamo

/s/ Donald J. Andres      Director                                June 21, 1999
Donald J. Andres

/s/ Colbert M. Matsumoto  Director                                June 21, 1999
Colbert M. Matsumoto

/s/ Larry K. Matsuo       Director                                June 21, 1999
Larry K. Matsuo

/s/ Caryn S. Morita       Director                                June 21, 1999
Caryn S. Morita

/s/ Hiroshi Sakai         Director                                June 21, 1999
Hiroshi Sakai

/s/ Yoshiki Takada        Director                                June 21, 1999
Yoshiki Takada

/s/ H. Clifton Whiteman   Director                                June 21, 1999
H. Clifton Whiteman

/s/ Dwight L. Yoshimura   Director                                June 21, 1999
Dwight L. Yoshimura