UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires: December 31, 2005

SCHEDULE 13D

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This is Amendment No. 2 to a Schedule 13D filed by Michael E. O’Neill on November 7, 2003 and amended on May 5, 2004 relating to shares of common stock, par value $.01 per share (“Common Stock”), of Bank of Hawaii Corporation, a Delaware corporation (the “Company”).  The Schedule 13D as amended is hereby further amended as set forth below.  Except as specifically provided herein, this Amendment No. 2 to Schedule 13D does not modify any of the information previously reported in the Schedule 13D as amended, and should be read in conjunction with, and is qualified in its entirety by reference to, the Schedule 13D as amended.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is amended to add the following paragraph:

The funds utilized by Mr. O’Neill to pay the exercise price of the stock options exercised by him as reported in Item 5 of this Amendment No. 2 were lent to Mr. O’Neill by a brokerage firm in the ordinary course of business and will be repaid from the proceeds of the sale of a portion of those shares.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D as amended is further amended to add the following paragraph:

Mr. O’Neill has determined to diversify his investment portfolio, which resulted in the transactions described in Item 5 of this Amendment No. 2.  Mr. O’Neill’s decision to liquidate a portion of the shares of Common Stock beneficially owned by him was based on his desire to diversify his investments in view of the concentration of his assets represented by his beneficial ownership of Common Stock and on the substantial appreciation in value of those shares, and was not based on an evaluation of the Company’s future prospects.  It is Mr. O’Neill’s present intention to hold at least 2,500,000 shares of Common Stock directly or through his employee stock option interest as long as he continues to serve as a director of the Company.

Item 5.

Interest in Securities of the Issuer

(a)

Item 5(a) of the Schedule 13D as amended is further amended to read in its entirety as follows:

Mr. O’Neill may be deemed to own beneficially 2,880,673 shares of Common Stock, which represents approximately 5.5% of the issued and outstanding shares of Common Stock as of May 7, 2004 plus shares issuable under Mr. O’Neill’s vested stock options.  The shares of Common Stock deemed to be owned beneficially by Mr. O’Neill include:

(1) 7,044 shares of Common Stock held directly;

(2) options to acquire 2,721,356 shares of Common Stock granted under the Company’s 1994 Stock Option Plan (“Option Plan”) and exercisable within 60 days of the date hereof; and

(3) 152,273 shares of Common Stock owned by the Bank of Hawaii Charitable Foundation (“Foundation”), beneficial ownership of which is disclaimed by Mr. O’Neill. 

(b)

Item 5(b) of the Schedule 13D as amended is further amended to read in its entirety as follows:

Of the shares of Common Stock that may be deemed to be owned beneficially by Mr. O’Neill, he has sole voting and dispositive power over 2,728,400 shares, including those which he may acquire pursuant to exercisable options, and shared voting and dispositive power over 152,273 shares, representing the shares owned by the Foundation of which he disclaims beneficial ownership.  Mr. O’Neill shares voting and dispositive power over the Foundation’s shares with the other members of the Foundation’s Board of Directors.

(c)

During the last 60 days, Mr. O’Neill effected the following transactions in Common Stock:

(1) On May 6, 2004, Mr. O’Neill donated 70,000 shares of Common Stock to a charitable organization without consideration;

(2) On May 6, 2004, Mr. O’Neill sold 644,069 shares of Common Stock to the Company in a private transaction at the volume weighted average price of $44.26 per share for May 6, 2004; and

(3) On May 7, 2004, Mr. O’Neill exercised options granted under the Plan to acquire 87,302 shares of Common Stock at an exercise price of $27.01 per share and options granted under the Plan to acquire 3,342 shares of Common Stock at an exercise price of $29.92 per share.  On the same date, he sold in the open market 83,600 of the shares of Common Stock so acquired at prices ranging from $42.75 to $44.30 per share.

May 7, 2004

Date

/s/ Michael E. O’Neill

Signature

Michael E. O’Neill

Name/Title