As filed with the Securities and Exchange Commission on June 23, 1998

                                                     Registration No. 333-02835
                                 ---------------

                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549

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

                          POST-EFFECTIVE AMENDMENT NO. 1
                                        TO
                                     FORM S-8
                              REGISTRATION STATEMENT
                                      UNDER
                            THE SECURITIES ACT OF 1933

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

                      PACIFIC CENTURY FINANCIAL CORPORATION
                (Exact name of Issuer as specified in its charter)

               DELAWARE                              99-0148992
     (State of Incorporation)             (IRS Employer Identification No.)
                               130 MERCHANT STREET
                             HONOLULU, HAWAII  96813
                     (Address of principal executive offices)

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

                     PACIFIC CENTURY FINANCIAL CORPORATION
                     DIRECTORS STOCK COMPENSATION PROGRAM
                      (FORMERLY THE BANCORP HAWAII, INC.
                     DIRECTOR STOCK COMPENSATION  PROGRAM)
                              (Full title of plan)

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

                             JOSEPH T. KIEFER, ESQ.
                     PACIFIC CENTURY FINANCIAL CORPORATION
                                 P. O. BOX 2900
                             HONOLULU, HAWAII 96846
                                 (808) 537-8879
                         (Name, address, and telephone
                          number of agent for service)

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

                                    Copy to:
                            WILLIAM E. ATWATER, ESQ.
                      CARLSMITH BALL WICHMAN CASE & ICHIKI
                         1001 BISHOP STREET, SUITE 2200
                               HONOLULU, HI 96813
                                 (808) 523-2502

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


                                    PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ADOPTION OF REGISTRATION STATEMENT

          Pacific Century Financial Corporation, a Delaware corporation, as 
the successor issuer to Pacific Century Financial Corporation, a Hawaii 
corporation, adopts this registration statement for all purposes of the 
Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act 
of 1934 pursuant to Securities Act Rule 414.  All references in such 
registration statement to the issuer's common stock shall be deemed to refer 
to the registrant's common stock, par value $0.01 per share.  In connection 
with such succession, Item 6 of Part II of this registration statement is 
amended as set forth below.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 145 of the Delaware General Corporation Law (the "DGCL") 
authorizes a Delaware corporation to indemnify its directors, officers, 
employees and agents against certain liabilities and expenses they may incur 
in such capacities, and provides that such persons have a right to 
indemnification against expenses where they have been successful on the 
merits or otherwise in defense of certain types of actions or any claim, 
issue or matter therein.  The indemnification provided by Section 145 is not 
exclusive of any other indemnification rights that may exist under any bylaw, 
agreement, vote of shareholders or disinterested directors, or otherwise.  
Article VI of the registrant's bylaws require that the registrant indemnify 
and hold harmless, to the fullest extent permitted by applicable law 
(including circumstances in which indemnification is otherwise discretionary) 
any person who was or is made or is threatened to be made a party to or is 
otherwise involved in any action, suit or proceeding by reason of the fact 
that such person is or was a director or officer of the registrant or is or 
was serving at its request as a director, officer, employee or agent of 
another corporation or of a partnership, joint venture, trust, enterprise or 
nonprofit entity (including service with respect to employee benefit plans) 
against all liability and loss suffered and expenses (including attorneys' 
fees) reasonably incurred by such person.  In addition, the registrant 
maintains insurance under which its directors, officers and employees and 
agents are insured against certain liabilities.  Also, the registrant's 
Certificate of Incorporation includes provisions which eliminate the personal 
liability of registrant's directors for monetary damages resulting from 
breaches of their fiduciary duty of care, provided that such provision does 
not eliminate liability for breaches of the duty of loyalty, acts or 
omissions not in good faith or which involve intentional misconduct or a 
knowing violation of law, violations of Sections 174 of the DGCL (concerning 
the wilful or negligent violation of statutory provisions precluding payment 
of certain dividends and certain stock purchases or redemptions) or for any 
other transactions from which the director derived an improper personal 
benefit.


                                      2.



ITEM 8.   EXHIBITS.

          The following exhibit is filed herewith:

No. Description --- ----------- 24 Power of Attorney
3. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Pacific Century Financial Corporation 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 or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in Honolulu, Hawaii, on the 22nd day of June, 1998. ---- PACIFIC CENTURY FINANCIAL CORPORATION By /s/ Lawrence M. Johnson ----------------------- Lawrence M. Johnson Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment thereto has been signed by the following persons in the capacities and on the date indicated. Signature Title Date - --------- ----- ---- /s/ Lawrence M. Johnson Chairman of the Board, June 22, 1998 - -------------------------- Chief Executive -- Lawrence M. Johnson Officer and Director * President and Director June 22, 1998 - -------------------------- -- Richard J. Dahl * Director June 22, 1998 - -------------------------- -- Peter D. Baldwin * Director June 22, 1998 - -------------------------- -- Mary G.F. Bitterman 4. * Director June 22, 1998 - -------------------------- -- David A. Heenan * Director June 22, 1998 - -------------------------- -- Stuart T.K. Ho * Director June 22, 1998 - -------------------------- -- Herbert M. Richards, Jr. * Director June 22, 1998 - -------------------------- -- H. Howard Stephenson * Director June 22, 1998 - -------------------------- -- Stanley S. Takahashi * Director June 22, 1998 - -------------------------- -- Donald M. Takaki * Director June 22, 1998 - -------------------------- -- Fred E. Trotter, III * Executive Vice President, June 22, 1998 - -------------------------- Treasurer and Chief -- David A. Houle Financial Officer * Senior Vice President and June 22, 1998 - -------------------------- Controller (Principal -- Denis K. Isono Accounting Officer) *By /s/ Lawrence M. Johnson ----------------------- Lawrence M. Johnson Attorney-in-Fact 5. EXHIBIT INDEX
No. Description - --- ----------- 24 Power of Attorney


                                                                     EXHIBIT 24


                                  POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS that PACIFIC CENTURY FINANCIAL 
CORPORATION, a Delaware corporation (the "Corporation") and the undersigned, 
in the capacities indicated below, hereby constitute and appoint LAWRENCE M. 
JOHNSON, RICHARD J. DAHL, DAVID A. HOULE, DENIS K. ISONO, and JOSEPH T. 
KIEFER, of Honolulu, Hawaii, and each of them (with full power to each of 
them to act alone), their true and lawful attorneys and agents to do any and 
all acts and things and to execute any and all instruments that said 
attorneys and agents, or any of them, may deem necessary or advisable or may 
require to enable the Corporation to comply with the Securities Act of 1933, 
as amended (the "Securities Act"), the Securities Exchange Act of 1934, as 
amended (the "Exchange Act"), any rules, regulations, or requirements of the 
Securities and Exchange Commission in respect thereof, and similar statutes 
of any other jurisdiction, in connection with the adoption by the 
Corporation, as the successor issuer to Pacific Century Financial 
Corporation, a Hawaii corporation ("PCFC-Hawaii"), of registration statements 
of PCFC-Hawaii filed pursuant to the Securities Act, the Exchange Act or 
similar statutes of any other jurisdiction, including specifically, but 
without limiting the generality of the foregoing, power and authority to sign 
the names of the Corporation and the undersigned in the capacities indicated 
below to any registration statement and any and all amendments and 
supplements to any registration statement and to any instruments or documents 
filed as a part of or in connection with any such amendments or supplements 
to any registration statement, and the undersigned hereby ratify and confirm 
all that said attorneys and agents, or any of them, shall do or cause to be 
done by virtue thereof.

          IN WITNESS WHEREOF, the Corporation and the undersigned have 
hereunto set their hands as of the 24th day of April, 1998.  This Power of 
Attorney may be executed in any number of counterparts by one or more of the 
undersigned.

                                    PACIFIC CENTURY FINANCIAL
                                    CORPORATION

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



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


                                      2.



                                        /s/ David A. Houle
                                        -----------------------
                                        DAVID A. HOULE
                                        Executive Vice President, Treasurer and
                                        Chief Financial Officer


                                        /s/ Denis K. Isono
                                        -----------------------
                                        DENIS K. ISONO
                                        Senior Vice President and Controller
                                        (Principal Accounting Officer)


                                        /s/ Peter D. Baldwin
                                        -----------------------
                                        PETER D. BALDWIN, Director


                                        /s/ Mary G.F. Bitterman
                                        -----------------------
                                        MARY G. F. BITTERMAN, Director


                                        /s/ David A. Heenan
                                        -----------------------
                                        DAVID A. HEENAN, Director


                                        /s/ Stuart T.K. Ho
                                        -----------------------
                                        STUART T. K. HO, Director


                                        /s/ Herbert M. Richards
                                        -----------------------
                                        HERBERT M. RICHARDS, JR., Director


                                        /s/ H. Howard Stephenson
                                        -----------------------
                                        H. HOWARD STEPHENSON, Director


                                      3.



                                        /s/ Stanley S. Takahashi
                                        -----------------------
                                        STANLEY S. TAKAHASHI, Director


                                        /s/ Donald M. Takaki
                                        -----------------------
                                        DONALD M. TAKAKI, Director


                                        /s/ Fred E. Trotter, III
                                        -----------------------
                                        FRED E. TROTTER, III, Director


                                      4.