SCHEDULE 14A INFORMATION

                 Proxy Statement Pursuant to Section 14(a) of
            the Securities Exchange Act of 1934 (Amendment No.    )

    Filed by the Registrant /X/)
    Filed by a Party other than the Registrant / /

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         14a-6(e)(2))
    / /  Definitive Proxy Statement
    /X/  Definitive Additional Materials
    / /  Soliciting Material Pursuant to Section 240.14a-11(c) or Section
         240.14a-12

                     PACIFIC CENTURY FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
               (Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[LETTERHEAD]





                                March 17, 1998


Mr. Peter Gleason
Director
Proxy Advisory Service
Institutional Shareholder Services
7200 Wisconsin Avenue, Suite 1001
Bethesda, Maryland 20814

     Re:  Pacific Century Financial Corporation ("Pacific Century" or the 
          "Company") Proposal to Reincorporate from Hawaii to Delaware
          (hereinafter the "Reincorporation Proposal")
          ---------------------------------------------------------------


Dear Mr. Gleason:

     The purpose of this letter is to request that you (and such other 
representatives of ISS as you deem appropriate) agree to meet with the 
undersigned, Joseph Kiefer, General Counsel and David Drake, Managing 
Director of Georgeson & Company, Inc. the Company's proxy solicitor, to 
discuss the Reincorporation Proposal which is described in the Company's 
Proxy Statement dated March 13, 1998, a copy of which is enclosed for your 
information.

     The Company's Annual Meeting of Shareholders at which this Proposal is 
scheduled to be considered and acted upon will be held on April 24, 1998.  
Accordingly, we respectfully request that ISS meet with us as soon as 
possible to discuss and obtain the support of ISS for the Proposal.

     A detailed discussion of the Reincorporation Proposal is set forth at 
pages 28-43 of the enclosed Proxy Statement and Appendices B through E 
thereto.

     The Reincorporation Proposal has been UNANIMOUSLY approved by the 
Company's Board of Directors.  The Company's Board comprised of 11 person -- 8 
of whom are non-management Directors, who are not otherwise affiliated with 
the Company, and only 2 of whom are members of management.

     The Company's Board has also unanimously recommended that shareholders 
vote in favor of the Reincorporation Proposal.



     Thus, Directors of the Company who are NOT members of management and who 
are not otherwise affiliated with the Company, and who outnumber Directors 
who are members of management by a margin of 4 to 1, unanimously are of the 
view that the Reincorporation Proposal is in the best interests of the 
Company and all of its Shareholders.

     The Reincorporation Proposal was not approved by the Board in order to 
strengthen the Company's takeover defenses.  NOR has the Board unanimously 
approved and RECOMMENDED that shareholders approve it in response to any 
present attempt to acquire control of the Company, obtain representation on 
its Board or any other significant act affecting the Company.

     The principal reason for the Reincorporation Proposal is to permit the 
Company to operate under a corporate legal regulatory regime which is one of 
the country's most modern and efficient in its operation from the standpoint 
of the Company, its management and all of its shareholders.  In addition, the 
Proposal will change certain provisions of Hawaii law and the current 
Articles which could have a chilling effect on the rights of shareholders.

     -- By way of example --

          -    At present, a merger or acquisition of the Company requires
               the AFFIRMATIVE VOTE of 75% of the Company's shares to approve 
               a merger or acquisition of the Company, in addition to any 
               separate shareholder vote required by Hawaii's control share 
               statutes as described below.

          -    However, the Reincorporation Proposal provides that, if a 
               merger or acquisition has been approved by a majority of the 
               board (including a majority of the "continuing directors," as 
               defined), then the affirmative vote of a SIMPLE MAJORITY of 
               the holders of the Company's shares will suffice to approve a 
               merger or acquisition of the Company.

          -    In all other cases, a merger or acquisition of the Company can 
               be approved by the affirmative vote of the holders of at least 
               66-2/3% of the Company's shares.

          -    Thus, the Reincorporation Proposal establishes a much more 
               REALISTIC AND WORKABLE threshold requirement for the 
               shareholder votes pertaining to mergers and acquisitions of 
               the Company.  Furthermore, elimination of the 75% affirmative 
               vote requirement would as a stand alone proposition justify 
               support for the Reincorporation Proposal.


                                       2



          -    The Reincorporation Proposal also eliminates the application 
               of the control share statutes, which are designed to inhibit 
               hostile acquisitions by prohibiting any purchase of more than 
               10% of outstanding shares unless each "control share 
               acquisition" is separately approved by a majority of the 
               outstanding shares (excluding shares owned by the acquirer but 
               including shares held by management) and by imposing state law 
               disclosure and timing requirements.

          -    The Reincorporation Proposal also eliminates a requirement 
               that not less than one-third of the Company's Directors be 
               residents of the State of Hawaii.

          -    The Reincorporation Proposal does not present any practical 
               change in the shareholders right to act by written consent.  
               Under the Hawaii Articles, shareholders may act by written 
               consent but only if it is unanimous.  The requirement for 
               unanimity is such that the right, in practice, does not exist.

     While certain provisions of the Reincorporation Proposal as described at 
pages 28-40 of the Proxy Statement embody trade-offs between the right of 
shareholders to act either at their own initiative or in response to actions 
or overtures from third parties -- for example, as indicated above, the 
Company does not intend to opt out of Section 203 of the Delaware General 
Corporation Law -- the Board of Directors of the Company has attempted to 
strike a balance between the need of some shareholders to be able to act at 
their own initiative and on their own behalf with respect to certain matters, 
and the Board's obligation to act in certain instances in their capacity as 
fiduciaries for the Company, all of its shareholders, and the constituencies 
which the Board is legally obligated to serve.

     We request that ISS review and consider the Reincorporation Proposal in 
its entirety and concur with and support the recommendation of the Company's 
Board to its shareholders that they vote FOR and approve the Reincorporation 
Proposal.


                                       3



     Thank you in advance for your expeditious consideration of our request 
for a meeting with you and other representatives of ISS designated by you as 
soon as possible and support by ISS in the form of a favorable recommendation 
to its subscribers with respect to the Company's Reincorporation Proposal.

     If you have any questions, or require additional information pertaining 
to the Reincorporation Proposal, please do not hesitate to call the 
undersigned at (808) 537-8337 or Joseph Kiefer at (808) 537-8879.

     I look forward to hearing from you as soon as possible regarding the 
time(s) and dates(s) for a meeting with you and your staff.


                                       Sincerely,


                                       /s/ Richard J. Dahl
                                       -------------------
                                       Richard J. Dahl


     Enclosure


                                       4



                          [PACIFIC CENTURY LETTERHEAD]



                                                                 March 27, 1998



Dear Shareholder:

     According to our latest records, we have not as yet received your proxy 
for this year's Annual Meeting of Shareholders to be held on FRIDAY, APRIL 24,
1998.

     PROXIES THAT ARE NOT RETURNED ARE THE SAME AS "NO" VOTES FOR THOSE 
PROPOSALS THAT REQUIRE THE APPROVAL OF A PERCENTAGE OF OUTSTANDING SHARES. 
One of the proposals is to approve a change in the state of incorporation of 
the Company from Hawaii to Delaware as set forth in the Proxy Statement. The 
Board of Directors unanimously recommends a vote FOR the reincorporation 
proposal and for all of the other proposals.

     Regardless of the size of your holdings, it is important that your 
shares be represented at this meeting.

     We urge you to sign, date, and mail the enclosed proxy promptly in the 
return envelope provided.

     If you have already mailed your proxy, please accept our thanks and 
disregard this request.


                                       PACIFIC CENTURY FINANCIAL CORPORATION