SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C.  20549


                             FORM 8-K


                          CURRENT REPORT


               Pursuant to Section 13 or 15(d) of the
                   Securities Exchange Act of 1934


           Date of Report
  (Date of earliest event reported)           February 24, 1997


               B A N C O R P   H A W A I I,   I N C.
     --------------------------------------------------------
      (Exact name of registrant as specified in its charter)


       Hawaii                   1-6887            99-0148992
- ------------------------     -----------      ------------------
(State of incorporation)     (Commission        (IRS Employer
                             File Number)     Identification No.)


  130 Merchant Street, Honolulu, Hawaii               96813
 -----------------------------------------        ------------
 (Address of principal executive offices)          (Zip Code)


      (Registrant's telephone number,
         including area code)             (808) 643-3888


Item 5.    Other Events.

            On February 24, 1997, the registrant ("BHI") and CU
Bancorp (NASDAQ:CUBN), executed a definitive merger agreement. 
The merger would result in the acquisition by BHI of California
United Bank, a California-chartered bank that is the sole
subsidiary of CU Bancorp.  California United Bank serves middle
market businesses and consumers throughout Southern California
from 21 branches in Westwood, the San Gabriel and San Fernando
valleys, the South Bay and Ventura and Orange Counties.

            The transaction will be structured as a merger of CU
Bancorp into BHI, and is intended to be tax-free to CU Bancorp
shareholders with respect to BHI stock received.  The merger,
which will be accounted for as a purchase transaction, will
convert outstanding CU Bancorp stock into rights to receive
$15.34 per share in cash and/or BHI stock.  At least 60% and not
more than 80% of CU Bancorp's stock will be subject to stock-for-
stock conversion.  The total merger consideration will be
approximately $183 million.  CU Bancorp has issued a stock option
to BHI that, following certain events, would permit BHI to
purchase shares equal to 19.9% of CU Bancorp's outstanding stock
at a price of $13.00 per share.

            The transaction is expected to close before the end of
the third quarter of 1997, subject to approval by CU Bancorp
shareholders and federal and state regulators.  The transaction
is expected to add to BHI earnings in the first full calendar
year of 1998.

            The statements in the preceding paragraph constitute
forward-looking statements (within the meaning of Private
Securities Litigation Reform Act of 1995).  Those and any other
forward-looking statements made by BHI as to the acquisition or
its results, and/or as to future operating results or the future
financial condition of BHI, CU Bancorp, or their respective
subsidiaries, involve significant risks and uncertainties. 
Actual results may differ materially from the anticipated results
or other expectations expressed in any such forward-looking
statements.  Factors that might cause such differences include,
but are not limited to: (1) expected cost savings related to or
arising from the proposed transaction cannot be fully realized or
realized within the expected time frame; (2) income or revenues
following the proposed transaction are lower than expected or
operating costs are higher; (3) competitive pressure among
depository institutions increase significantly; (4) costs or
difficulties related to the integration of the management of BHI
and CU Bancorp are greater than expected; (5) changes in the
interest rate environment reduce interest margins; (6) general
economic conditions, including acquisition and growth
opportunities, either nationally or in the states in which the
BHI, CU Bancorp or the combined company do business, are less
favorable than expected; (7) legislation or regulatory changes
adversely affect the businesses of BHI, CU Bancorp and/or the
combined company; or (8) market or other factors adversely impact
the market price of BHI.  Further information on other factors
which could affect the future financial results of BHI is
included in other filings by BHI with the Securities and Exchange
Commission.

                             SIGNATURE

            Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.


Date:  February 25, 1997              BANCORP HAWAII, INC.              


                                      /s/ RICHARD J. DAHL
                                             (Signature)

                                      Richard J. Dahl
                                      President and Chief
                                        Operating Officer