U N I T E D   S T A T E S

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)        July 14, 1995

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) 537-8111

-1-

Item 5.Other Events

Exhibits are filed herewith in connection with a proposed
offering of subordinated notes by Bank of Hawaii, a subsidiary of
Bancorp Hawaii, Inc.

Item 7.         Financial Statements, Pro Forma Financial Information
and Exhibits

EXHIBITS

(23)             Consent of Ernst & Young LLP

(24)             Consolidated Financial Statements of
Bank of Hawaii and Subsidiaries for the
Years ended December 31, 1994, 1993 and
1992 with Report of Independent Auditors.

SIGNATURES

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   July 14, 1995             BANCORP HAWAII, INC.

RICHARD J. DAHL         
(Signature)

Richard J. Dahl
President and Director

-2-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

BANCORP HAWAII, INC.

EXHIBITS TO CURRENT REPORT ON
FORM 8-K DATED July 14, 1995

Commission File Number 1-6887

-3-

Exhibit Index

Exhibit No.              Description                                 Page

(23)                   Consent of Ernst & Young LLP. . . . . . . . . 5

(99)                   Consolidated Financial Statements of
Bank of Hawaii and Subsidiaries for
the Years ended December 31, 1994,
1993 and 1992 with Report of
Independent Auditors  . . . . . . . . . . . . 6

-4-

EXHIBIT 23

Consent of Independent Auditors

We consent to the use of our report dated January 19, 1995, with
respect to the consolidated financial statements of Bank of
Hawaii and subsidiaries, included in this Form 8-K of Bancorp 
Hawaii, Inc. dated July 14, 1995.

ERNST & YOUNG LLP

Honolulu, Hawaii
July 13, 1995

-5-

EXHIBIT 99

Consolidated Financial Statements

Bank of Hawaii and subsidiaries

Years ended December 31, 1994, 1993 and 1992

with Report of Independent Auditors

-6-

Bank of Hawaii and subsidiaries

Consolidated Financial Statements

Years ended December 31, 1994, 1993 and 1992

Contents

Report of Independent Auditors. . . . . . . . . . . . . . .8

Consolidated Statements of Condition. . . . . . . . . . . .9

Consolidated Statements of Income . . . . . . . . . . . . 11

Consolidated Statements of Shareholder's Equity . . . . . 12

Consolidated Statements of Cash Flows . . . . . . . . . . 13

Notes to Consolidated Financial Statements. . . . . . . . 15

-7-

Report of Independent Auditors

Board of Directors
Bank of Hawaii

We have audited the accompanying consolidated statements of
condition of Bank of Hawaii and subsidiaries as of December
31, 1994, 1993 and 1992, and the related consolidated
statements of income, shareholder's equity, and cash flows for
the years then ended.  These financial statements are the
responsibility of the Bank's management.  Our responsibility
is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
consolidated financial statements.  An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the
overall consolidated financial statement presentation.  We
believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Bank of Hawaii and subsidiaries at
December 31, 1994, 1993 and 1992, and the consolidated results
of their operations and their cash flows for the years then
ended, in conformity with generally accepted accounting
principles.

As discussed in Notes 1 and 11 to the financial statements, in
1993 and 1992 the Company changed its method of accounting for
certain investments in debt and equity securities and income
taxes, respectively.

ERNST & YOUNG LLP

January 19, 1995

-8-

Bank of Hawaii and subsidiaries

Consolidated Statements of Condition

December 31
1994             1993             1992
(In Thousands)

Assets
Interest-bearing deposits                $   718,458      $   821,043      $ 1,340,257 
Investment securities 
-Held to maturity (market value of 
$1,654,344, $2,723,968, and 
$3,013,263, in 1994, 1993 and 
1992, respectively)                    1,703,085        2,687,091        2,941,497 
-Available for sale                    1,340,163          870,495                - 
Securities purchased under agreements 
to resell                                      -                -          420,000 
Funds sold                                    55,899           57,699          195,569 

Loans:                                     6,743,547        6,247,134        6,098,532 
Unearned income                         (127,524)        (131,501)        (124,244)
Reserve for possible loan losses        (131,323)        (107,568)        (112,018)
-------------    -------------    -------------
Net loans                                  6,484,700        6,008,065        5,862,270 
-------------    -------------    -------------
Total earning assets                      10,302,305       10,444,393       10,759,593 

Cash and non-interest bearing deposits       497,692          388,454          384,510 
Advances to affiliates                        28,000                -                - 
Premises and equipment                       203,696          148,035          136,655 
Customers' acceptance liability               17,776            8,475           26,041 
Accrued interest receivable                   69,984           75,934           87,351 
Other real estate                                165            3,093            3,820 
Goodwill                                      52,784           55,980              262 
Trading securities                            13,224           73,476          111,820 
Other assets                                 102,736           94,331          102,719 
-------------    -------------    -------------

Total assets                             $11,288,362      $11,292,171      $11,612,771 
=============    =============    =============

-9-

December 31
1994             1993             1992
(In Thousands)

Liabilities and shareholder's equity
Domestic deposits:
Demand--non-interest bearing        $  1,416,679     $  1,390,657     $  1,243,751 
Demand--interest bearing               1,489,716        1,643,251        1,741,224 
Savings                                  998,613        1,088,165        1,008,124 
Time                                   1,259,082        1,279,191        1,936,063 
Foreign deposits                           1,230,047          980,918        1,164,177 
-------------    -------------    -------------
Total deposits                             6,394,137        6,382,182        7,093,339 

Securities sold under agreements to 
repurchase                             2,133,099        2,508,850        2,294,608 
Funds purchased                              609,574          748,500        1,113,356 
Other short-term borrowings                  406,711          390,689          165,857 
Bank's acceptances outstanding                17,776            8,475           26,041 
Accrued pension costs                         23,353           24,367           25,324 
Accrued interest payable                      47,154           32,736           30,790 
Income taxes payable                         116,996          136,194          107,928 
Other liabilities                             62,268           69,400           70,791 
Long-term debt                               698,172          224,370                - 
-------------    -------------    -------------
Total liabilities                         10,509,240       10,525,763       10,928,034 

Shareholder's equity:
Capital stock ($8 par value), 
authorized 1,875,000 shares; 
outstanding 1,863,516.5 shares 
each year                               14,908           14,908           14,908 
Surplus                                  420,341          419,820          419,820 
Unrealized valuation adjustments         (18,326)            (152)          (3,248)
Retained earnings                        362,199          331,832          253,257 
-------------    -------------    -------------
Total shareholder's equity                   779,122          766,408          684,737 
-------------    -------------    -------------
Total liabilities and shareholder's
equity                               $11,288,362      $11,292,171      $11,612,771 
=============    =============    =============
<FN>
See accompanying notes.

-10-

Bank of Hawaii and subsidiaries

Consolidated Statements of Income

Year ended December 31
1994             1993             1992
(In Thousands)

Interest income
Interest on loans                           $454,257         $410,373         $421,033 
Loan fees                                     28,351           33,548           30,283 
Income on lease financing                     13,212           16,611           16,957 
Interest and dividends on investment securities:
Taxable                                  129,933          197,055          185,720 
Nontaxable                                 1,561            2,257            4,258 
Income on investment securities available for 
sale                                      53,960            5,947                - 
Interest on deposits                          35,807           41,220           48,997 
Interest on security resale agreements             -            2,934           12,507 
Interest on funds sold                         2,367            2,269            8,180 
-------------    -------------    -------------
Total interest income                        719,448          712,214          727,935 

Interest expense
Interest on deposits                         170,598          174,496          264,084 
Interest on security repurchase agreements    98,507           87,839           39,206 
Interest on funds purchased                   25,376           24,365           28,868 
Interest on short-term borrowings             12,300            8,504           10,877 
Interest on long-term debt                    21,427            5,745               32 
-------------    -------------    -------------
Total interest expense                       328,208          300,949          343,067 

Net interest income                          391,240          411,265          384,868 
Provision for possible loan losses            21,764           52,009           48,503 
-------------    -------------    -------------
Net interest income after provision for 
possible loan losses                     369,476          359,256          336,365 

Non-interest income
Trust income                                  48,658           40,925           30,519 
Service charges on deposit accounts           27,461           25,637           24,113 
Fees, exchange and other service charges      42,549           38,690           35,956 
Other operating income                        23,098           12,968           17,231 
Investment securities gains (losses)         (17,693)           9,219            2,566 
-------------    -------------    -------------
Total non-interest income                    124,073          127,439          110,385 

Non-interest expense
Salaries                                     127,058          123,023          114,701 
Pensions and other employee benefits          39,228           39,205           36,370 
Net occupancy expense of premises             34,124           33,491           29,866 
Net equipment expense                         29,539           26,260           23,577 
Other operating expense                       96,488           78,633           73,200 
-------------    -------------    -------------
Total non-interest expense                   326,437          300,612          277,714 
-------------    -------------    -------------
Income before income taxes                   167,112          186,083          169,036 
Provision for income taxes                    67,330           70,909           65,501 
-------------    -------------    -------------
Income before cumulative effect of 
accounting change                         99,782          115,174          103,535 
Cumulative effect of accounting change             -                -           10,762 
-------------    -------------    -------------
Net income                                  $ 99,782         $115,174         $114,297 
=============    =============    =============
<FN>
See accompanying notes.

-11-

Bank of Hawaii and subsidiaries

Consolidated Statements of Shareholder's Equity

Unrealized
Capital                 Valuation     Retained
Total        Stock      Surplus   Adjustment     Earnings
(In Thousands Except Per Share Amounts)

Balance at December 31, 1991
(1,863,516.5 shares)              $605,793       $14,908     $419,820     $(2,370)    $173,435 

Changes during 1992:
Net income                         114,297             -            -           -      114,297 
Foreign exchange translation 
adjustment                          (878)            -            -        (878)           - 
Cash dividends paid of $18.50 per 
share                            (34,475)            -            -           -      (34,475)
----------   ----------   ----------   ----------   ----------
Balance at December 31, 1992 
(1,863,516.5 shares)               684,737        14,908      419,820      (3,248)     253,257 

Changes during 1993:
Net income                         115,174             -            -           -      115,174 
Unrealized valuation adjustments:
Investment securities              3,166             -            -       3,166            - 
Foreign exchange translation  
adjustment                         (70)            -            -         (70)           - 
Cash dividends paid of $19.64 per 
share                            (36,599)            -            -           -      (36,599)
----------   ----------   ----------   ----------   ----------
Balance at December 31, 1993
(1,863,516.5 shares)               766,408        14,908      419,820        (152)     331,832 

Changes during 1994:
Net income                          99,782             -            -           -       99,782 
Unrealized valuation adjustments:
Investment securities            (20,634)            -            -     (20,634)           - 
Foreign exchange translation 
adjustment                       2,460             -            -       2,460            - 
Cash dividends paid of $37.25 per 
share                            (69,415)            -            -           -      (69,415)
Contribution of Bancorp 
Investment Group from Bancorp 
Hawaii, Inc.                         521             -          521           -            - 
----------   ----------   ----------   ----------   ----------
Balance at December 31, 1994 
(1,863,516.5 shares)              $779,122       $14,908     $420,341    $(18,326)    $362,199 
==========   ==========   ==========   ==========   ==========
<FN>
See accompanying notes.

-12- 

Bank of Hawaii and subsidiaries

Consolidated Statements of Cash Flows

Year ended December 31
1994             1993             1992
(In Thousands)

Operating activities
Net income                                           $     99,782      $   115,174     $    114,297 
Adjustments to reconcile net income to net 
cash provided by operating activities:                        
Provision for loan losses                          21,764           52,009           48,503 
Depreciation and amortization                      24,361           19,787           15,519 
Deferred income taxes                             (15,734)          20,640            6,915 
Realized and unrealized investment 
security losses (gains)                               -              737           (2,107)
Realized losses (gains) on investment 
securities available for sale                    14,902           (9,025)               - 
Net decrease (increase) in trading 
securities                                          252           (2,482)            (641)
Amortization of lease income                      (25,720)         (29,108)         (19,887)
Amortization of loan fee income                   (10,583)         (12,983)         (12,296)
Decrease (increase) in interest receivable          5,950           11,417           (1,236)
Increase (decrease) in interest payable            14,418            1,946          (12,434)
Decrease (increase) in other assets                 9,569           13,110          (29,642)
Decrease in other liabilities                      (5,063)          (8,235)          (5,834)
-------------    -------------    -------------
Net cash provided by operating activities                 133,898          172,987          101,157 

Investing activities
Proceeds from redemptions of investment securities 
held to maturity                                    1,488,678          909,192          879,217 
Purchases of investment securities held to maturity      (504,672)      (1,522,665)      (1,362,422)
Proceeds from sales of investment securities 
available for sale                                    565,870          849,853                - 
Proceeds from redemptions of investment securities 
available for sale                                     95,000                -                - 
Purchases of investment securities available for sale  (1,091,975)        (697,892)        (100,043)
Net decrease (increase) in interest-bearing deposits 
placed in other banks                                 102,585          519,214         (280,072)
Net decrease (increase) in funds sold                       1,800          454,977         (282,433)
Net increase in loans                                    (433,998)        (155,713)        (201,627)
Purchases of premises and equipment                       (74,049)         (28,102)         (29,708)
Proceeds from sale of premises and equipment                2,518              336              757 
Purchase of American Financial Services of Hawaii, Inc., 
net of cash acquired                                        -          (48,990)               - 
Purchase of Banque d'Hawaii (Vanuatu), Ltd., net of 
cash and non-interest bearing deposits acquired        39,963                -                - 
Purchase of National Bank of Solomon Islands, net of 
cash and non-interest bearing deposits acquired          (315)               -                - 
Contribution of Bancorp Investment Group from 
Bancorp Hawaii, Inc.                                      521                -                - 
-------------    -------------    -------------
Net cash provided (used) by investing activities          191,926          280,210       (1,376,331)
-------------    -------------    -------------
Carry forward                                             325,824          453,197       (1,275,174)

<FN>
See accompanying notes.

-13-

Year ended December 31
1994             1993             1992
(In Thousands)

Brought forward                                         $ 325,824        $ 453,197      $(1,275,174)

Financing activities
Net decrease in demand, savings and time deposits         (96,778)        (711,157)        (759,175)
Proceeds from lines of credit and long-term debt          480,122          224,846                - 
Principal payments on lines of credit and long-term 
debt                                                   (6,320)            (476)            (921)
Net (decrease) increase in short-term borrowings         (498,655)          74,203        1,975,303 
Net increase in advance to affiliates                     (28,000)               -                - 
Cash dividends                                            (69,415)         (36,599)         (34,475)
-------------    -------------    -------------
Net cash (used) provided by financing activities         (219,046)        (449,183)       1,180,732 

Effect of exchange rate changes on cash                     2,460              (70)            (878)
-------------    -------------    -------------
Increase (decrease) in cash and non-interest bearing 
deposits                                              109,238            3,944          (95,320)
Cash and non-interest bearing deposits at beginning 
of year                                               388,454          384,510          479,830 
-------------    -------------    -------------
Cash and non-interest bearing deposits at end of year   $ 497,692        $ 388,454      $   384,510 
=============    =============    =============
<FN>
See accompanying notes.

-14-

Bank of Hawaii and subsidiaries

Notes to Consolidated Financial Statements

December 31, 1994, 1993 and 1992

1. Summary of Significant Accounting Policies

The accounting principles followed by Bank of Hawaii (a subsidiary
of Bancorp Hawaii, Inc. "Bancorp") and its subsidiaries and the
methods of applying those principles conform with generally
accepted accounting principles and with general practice within the
banking industry.  Certain accounts have been reclassified to
conform with the 1994 presentation.  The significant policies are
summarized below.

Consolidation

The consolidated financial statements include the accounts of Bank
of Hawaii and its subsidiaries (the Bank).  Significant
intercompany accounts have been eliminated in consolidation.

Accounting Changes

In May 1993, the Financial Accounting Standards Board (FASB) issued
Statement No. 114, "Accounting by Creditors for Impairment of a
Loan."  The statement addresses the accounting by creditors for
impairment of certain loans and requires these loans be measured
based on the present value of expected future cash flows or if the
loan is collateral dependent, the fair value of the collateral. 
This is a significant change from the currently applied rules for
both generally accepted accounting principles and regulatory
reporting.  In October 1994, the FASB issued Statement No. 118,
"Accounting by Creditors for Impairment of a Loan-Income
Recognition and Disclosures," that amended Statement No. 114 by
eliminating provisions for reporting income on impaired loans by
Creditors and clarifying disclosure requirements.  The Bank has
elected to implement the provisions of Statement No 114, as
amended, effective January 1, 1995.  At this time, the impact of
adopting the new rules on the Bank's financial position or results
of operation is not expected to be material.

Acquisition

In December 1994, Bank of Hawaii acquired a 51% interest in the
National Bank of Solomon Islands (NBSI) for $4.8 million.  The
acquisition has been accounted for using the purchase method.  At
year-end, NBSI financial results have been included in the
consolidated totals.  Total assets of NBSI were $50.3 million at
year-end 1994.  Goodwill recorded in this transaction was $2.4
million and is being amortized over 15 years.
-15-

On May 7, 1993, Bank of Hawaii finalized the purchase of 100% of
the shares of American Financial Services of Hawaii, Inc. (AFS), a
trust holding company whose wholly owned subsidiaries are Bishop
Trust Company, Limited and American Trust Company of Hawaii, Inc. 
AFS administered $2.7 billion in trust assets at the acquisition
date.  The acquisition has been accounted for under the purchase
method for the approximately $4 million of assets of AFS.  Goodwill
recorded in this transaction is being amortized on a straight-line
basis over 15 years.  In 1994, AFS was merged into Hawaiian Trust
Company, Limited.

Also in December 1993, Bank of Hawaii purchased 80% of Banque
Indosuez Vanuatu, Limited for $12.1 million.  Its name was changed
to Banque d'Hawaii (Vanuatu), Limited.  For 1994, the Banque
d'Hawaii (Vanuatu), Limited's financial results have been included
in the consolidated financial statements and effective January 1,
1994, Vanuatu was accounted for as a purchase.

In conjunction with these acquisitions, liabilities were assumed as
follows:

1994            1993             1992
(In Thousands)

Assets acquired                                          $132,855         $65,002            $    -
Cash paid for capital stock                               (16,913)        (51,500)                -
-------------   -------------    -------------
Liabilities assumed                                      $115,942         $13,502            $    -
=============   =============    =============

Cash and Non-Interest Bearing Deposits

Cash and non-interest bearing deposits include the amounts due from
other financial institutions as well as in-transit clearings. 
Under the terms of the Depository Institution Deregulation and
Monetary Control Act, the Bank is required to place reserves with
the Federal Reserve Bank based on the amount of deposits held.  The
Bank, along with the other banks in the State of Hawaii, was
allowed to phase into this reserve requirement, with such phase-in
to be completed by 1993.  For 1994, 1993 and 1992, the average
amount of these reserve balances were $156,892,000, $165,041,000,
and $134,592,000, respectively.

Income Taxes

The Bank files a consolidated federal income tax return with
Bancorp Hawaii, Inc. and its domestic subsidiaries.  Deferred
income taxes are provided to reflect the tax effect of temporary
differences between financial statement carrying amounts and the
corresponding tax bases of assets and liabilities.
-16-

The Bank's tax sharing policy provides for the settlement of income
taxes between each entity as if each one had filed a separate
return.  Payments are made to Bancorp by each entity with tax
liabilities, and entities which generate tax benefits receive
payments for the benefits as used.  Deferred taxes are recorded on
the books of the entity which generated the temporary difference.

For lease arrangements, which are accounted for by the financing
method, investment tax credits are deferred and amortized over the
lives of the respective leases.

Intangible Assets and Amortization

The excess of cost over the fair market value of tangible assets
and liabilities purchased in various transactions by the Bank is
being amortized using the straight-line method over various periods
not exceeding 15 years.  The amortization expense of these
intangibles was $4,559,000 $2,260,000 and $36,000 for 1994, 1993
and 1992, respectively.  As of December 31, 1994, the accumulated
amortization totaled $6,945,000.

Interest Rate and Foreign Currency Risk Management

The Bank has entered into various off-balance-sheet transactions,
primarily interest rate swap agreements, for interest rate risk
exposure management purposes.  The Bank's objective in managing
interest-rate exposure is to maintain a targeted mix of assets and
liabilities that mature or reprice over a one year time horizon. 
However, the extent of rate sensitivity can vary within the
intervening time periods.  Management's asset/liability management
strategy is intended to limit the impact of changes in interest
rates on net income.  Interest rate swaps are primarily used to
modify the interest rate sensitivity of short term assets or long
term liabilities (both deposits and debt).

As a result of having various foreign operations, the Bank is
exposed to the effect of foreign exchange rate fluctuations on the
U.S. dollar value.  The Bank has purchased foreign currency forward
contracts to minimize the effect of fluctuating foreign currencies
on its reported income.  The forward contracts qualify as hedges
for financial reporting purposes as they are tied to specific
foreign loans and their repayment.  Although the volatility of
income over the entire twelve month period is reduced, increased
volatility may be reported during interim periods.  

-17-

Valuation adjustments on foreign exchange swap and forward
contracts are recognized through the income statement as a
component of foreign currency gain or loss.

International Operations

International operations include certain activities located
domestically in the International Division, as well as branches and 
subsidiaries domiciled outside the United States.  The activities
of branches located in the Southern and Western Pacific which are
denominated in U.S. dollars are classified as domestic.

Investment Securities

The method followed in determining the cost of investments sold was
based on identified certificates for each of the three years ending
December 31, 1994.

The Bank adopted the provisions of SFAS No. 115, "Accounting for
Certain Investments in Debt and Equity Securities," affecting the
statement of condition as of December 31, 1993, by reclassifying
investment securities into the following categories.

Investment Securities Held to Maturity are securities intended to
be held for the full term of the security.  These securities are
stated at cost adjusted for amortization of premium and accretion
of discount.  Restricted equity securities represent Federal Home
Loan Bank shares recorded at par, which is also fair value.

Investment Securities Available for Sale are recorded at market
value with the unrealized gains and losses recorded as a valuation
adjustment in equity, net of taxes.  The market value of mortgage-
backed securities are based on quoted market prices.  In 1992 and
1993, these assets were recorded at the lower of cost or market
with valuation adjustments reflected as a charge against income.

Trading Securities are securities purchased and held principally
for the purpose of selling them in the near term.  The trading
securities portfolio was comprised primarily of debt securities
which have been recorded at market value.  Changes in market value
are recognized as a securities gain or loss through the income
statement.  During 1994 and 1993, the net gain (loss) from the
trading securities portfolio was ($750,000) and $980,000,
respectively, and is recognized as a component of investment
securities gains/losses in the income statement.  Income from the
trading securities was $576,000 and $655,000 for 1994 and 1993,
respectively, and is included as part of other operating income.

-18-

Loans

Loans are carried at the principal amount outstanding.  Interest
income is generally recognized on the accrual basis.  Loan fees are
considered in the yields and amortized.

The Bank's policy is to place loans on nonaccrual as soon as a loan
is delinquent over 90 days, unless unusual treatment is indicated
by the type of borrowing agreement and/or collateral.  At the time
a loan is placed on nonaccrual, all accrued but unpaid interest is
reversed against current earnings.  Subsequent payments received
are generally applied to reduce the principal balance.

Other Real Estate

Other real estate is comprised of properties acquired through
foreclosure proceedings.  These properties are carried at the lower
of cost or fair market value based on current appraisals.  Losses
arising at the time of acquisition of such property acquired
through foreclosure are charged against the reserve for possible
loan losses.  Subsequent re-evaluation of the properties, which
indicate reduced value and carrying costs, are recognized through
charges to operating expenses.

Premises and Equipment

Premises and equipment include the cost of land, buildings,
machinery and equipment, and significant improvements thereto. 
They are stated on the basis of cost less allowances for
depreciation and amortization. 

The annual provisions for depreciation on premises and
improvements, and equipment have been computed using lives of two
to fifty years and three to ten years, respectively, under the
straight-line method.

Provision for Possible Loan Losses

The provision for possible loan losses is maintained at a level
considered adequate to provide for potential losses.  The provision
charged to operating expenses is based on management's evaluation
of potential losses in the loan and lease portfolios and
consideration of economic conditions.

-19-

Shareholder's Equity

The Bank is subject to regulatory restrictions that limit cash
dividends and loans to Bancorp.  As of December 31, 1994,
$343,872,000 of undistributed earnings of the Bank was available
for distribution to Bancorp without prior regulatory approval. 

The following is a breakdown of the unrealized valuation adjustment
component of shareholder's equity as of December 31:

1994            1993             1992
(In Thousands)

Foreign exchange translation 
adjustment                                           $   (858)        $(3,318)         $(3,248)
Investment securities                                     (17,468)          3,166                - 
----------      ----------       ----------
Unrealized valuation 
adjustments                                          $(18,326)        $  (152)         $(3,248)
==========      ==========       ==========

2. Investment Securities

The following presents the details of the investment portfolio as
of December 31, 1994:

Gross          Gross
Amortized      Unrealized     Unrealized      Aggregate
Cost           Gains         Losses     Fair Value
(In Thousands)

Securities held to maturity
Restricted equity securities                $   34,303          $    -     $       -      $   34,303
Debt securities issued by the 
United States Treasury and 
agencies                                   969,005             316       (20,482)        948,839
Debt securities issued by state 
and municipalities of the 
United States                               37,353           1,367          (796)         37,924
Debt securities issued by foreign 
governments                                 35,672             533             -          36,205
Corporate debt securities                            -               -             -               -
Mortgage back-securities                       606,710           1,600       (31,192)        577,118
Other debt securities                           20,042              12           (99)         19,955
-------------   -------------  -------------  -------------
$ 1,703,085          $3,828      $(52,569)     $1,654,344
=============   =============  =============  =============

-20-

Gross          Gross
Amortized      Unrealized     Unrealized      Aggregate
Cost           Gains         Losses     Fair Value
(In Thousands)

Securities available for sale
Equity securities                           $        -         $     -      $      -      $        -
Debt securities issued by the 
United States Treasury and 
agencies                                   600,551             191        (8,421)        592,321
Debt securities issued by state 
and municipalities of the 
United States                                    -               -             -               -
Debt securities issued by foreign 
governments                                      -               -             -               -
Corporate debt securities                            -               -             -               -
Mortgage backed-securities                     716,343              50       (20,874)        695,519
Other debt securities                           52,383               -           (60)         52,323
-------------   -------------  -------------  -------------
$1,369,277         $   241      $(29,355)     $1,340,163
=============   =============  =============  =============

The following presents the details of the investment portfolio as
of December 31, 1993:

GrossGross
Amortized      Unrealized     Unrealized      Aggregate
Cost           Gains         Losses     Fair Value
(In Thousands)

Securities held to maturity
Debt securities issued by the 
United States Treasury and 
agencies                                $2,110,735         $24,014     $       -      $2,134,749
Debt securities issued by state 
and municipalities of the 
United States                               40,566           3,260            (3)         43,823
Debt securities issued by foreign 
governments                                  9,175               -             -           9,175
Mortgage-backed securities                     496,601           9,502          (989)        505,114
Other debt securities                           30,014           1,093             -          31,107
-------------   -------------  -------------  -------------
$2,687,091         $37,869      $   (992)     $2,723,968
=============   =============  =============  =============

-21-

Gross          Gross
Amortized      Unrealized     Unrealized      Aggregate
Cost           Gains         Losses     Fair Value
(In Thousands)

Securities available for sale
Debt securities issued by the 
United States Treasury and 
agencies                                $  216,162        $  7,162     $       -      $  223,324
Corporate securities                                 -               -             -               -
Mortgage-backed securities                     649,094           2,139        (4,062)        647,171
-------------   -------------  -------------  -------------
$  865,256        $  9,301     $  (4,062)     $  870,495
=============   =============  =============  =============

The book values and estimated market values of investment
securities as of December 31, 1992 are as follows:

Gross          Gross      Estimated
Unrealized     Unrealized         Market
Book Value           Gains         Losses          Value
(In Thousands)

United States Treasury securities           $1,773,715       $  39,002      $   (523)     $1,812,194
Securities of other United States 
government agencies and 
corporations                               578,970          12,390          (901)        590,459
Obligations of states and political 
subdivisions                                57,485           2,464          (293)         59,656
Debt securities issued by foreign
governments                                  1,897               -             -           1,897
Corporate securities                               494           6,711             -           7,205
Mortgage-backed securities                     468,039          13,463        (3,115)        478,387
Other securities                                60,897           2,568             -          63,465
-------------   -------------  -------------  -------------
$2,941,497       $  76,598       $(4,832)     $3,013,263
=============   =============  =============  =============

-22-

The following presents an analysis of the contractual maturities
of the investment securities portfolio as of December 31, 1994:

Estimated Fair
Cost                 Value
(In Thousands)

Securities held to maturity
Due in one year or less                                         $   607,915           $   604,421
Due after one year through five years                               369,122               352,444
Due after five years through ten years                                8,230                 9,523
Due after ten years                                                  76,805                76,535
-------------         -------------
1,062,072             1,042,923
Mortgage-backed securities                                          606,710               577,118
Restricted equity securities                                         34,303                34,303
-------------         -------------
$1,703,085            $1,654,344
=============         =============
Securities available for sale
Due in one year or less                                          $  515,727            $  514,737
Due after one year through five years                               137,207               129,908
Due after five years through ten years                                    -                     -
Due after ten years                                                       -                     -
-------------         -------------
652,934               644,645
Mortgage-backed securities                                          716,343               695,518
Equity securities                                                         -                     -
-------------         -------------
$1,369,277            $1,340,163
=============         =============

Proceeds from sales of investment securities during 1994 were
$516,906,000.  Gross gains of $244,000 and gross losses of
$17,235,000 were realized on those sales.  The cumulative
investment valuation reserve was $17,468,000 (net of taxes) as of
December 31, 1994.

Investment securities carried at $3,010,907,000, $3,369,036,000,
and $3,418,254,000, were pledged to secure deposits of public
(governmental) entities, repurchase agreements and swap agreements
at December 31, 1994, 1993 and 1992, respectively.  The December
31, 1994 amount included investment securities with a carrying
value of $2,365,226,000 and a market value of $2,327,239,000 which
were pledged solely for repurchase agreements.

-23-

3. Loans

Loans consisted of the following at year-end:

1994             1993             1992
(In Thousands)

Domestic loans:
Commercial and industrial                  $1,798,430       $1,672,512       $1,835,674
Real estate:                                         
Construction - Commercial                 105,505          128,041          214,226
- Residential                  1,180            5,839           27,808
Mortgage - Commercial                   1,122,802        1,116,396          921,438
- Residential                  1,951,670        1,698,454        1,486,150
Installment                                   695,840          639,930          624,830
-------------    -------------    -------------
Total domestic loans                            5,675,427        5,261,172        5,110,126

Foreign loans                                     696,734          593,497          608,633
-------------    -------------    -------------
Subtotal                                        6,372,161        5,854,669        5,718,759

Lease financing:
Direct                                         96,758          110,698          115,518
Leveraged                                     274,628          281,767          264,255
-------------    -------------    -------------
Total lease financing                             371,386          392,465          379,773
-------------    -------------    -------------
Total loans                                    $6,743,547       $6,247,134       $6,098,532
=============    =============    =============

Transactions in the reserve for possible loan losses were as
follows:

1994             1993             1992
(In Thousands)

Balance at beginning of year                    $107,568         $112,018         $100,118 
Provision charged to operations                   21,764           52,009           48,503 
Reserves acquired                                  1,437                -                - 
Charge-offs                                      (23,316)         (62,686)         (41,797)
Recoveries                                        23,870            6,227            5,194 
-------------    -------------    -------------
Net recoveries (charge-offs)                         554          (56,459)         (36,603)
-------------    -------------    -------------
Balance at end of year                          $131,323         $107,568         $112,018 
=============    =============    =============

Certain commercial and mortgage loans totaling $303,873,000 were
pledged to secure certain public deposits and the Federal Home Loan
Bank advance at December 31, 1994.

-24-

Non-performing assets, including non-accrual and restructured loans
and foreclosed real estate, totaled $47,026,000, $53,717,000 and
$81,246,000 as of December 31, 1994, 1993, and 1992, respectively.

Certain directors and executive officers of the Bank, its
subsidiary companies, companies in which they are principal owners, 
and trusts and estates in which they are involved, were loan
customers during 1994, 1993 and 1992.  These loans were made in the
ordinary course of business at the Bank's normal credit terms,
including interest rate and collateral requirements, and do not
represent more than a normal risk of collection.  Such loans at
December 31, 1994, 1993 and 1992 amounted to $70,472,000,
$75,931,000 and $84,026,000, respectively.  During 1994, the
activity in these loans included new borrowings of $27,741,000 and
repayments of $29,345,000 and other adjustments of $3,855,000
relating to the changes in directors and the companies and trusts
in which they are involved. 

4. Premises and Equipment

The Bank owns and leases premises consisting primarily of operating
facilities, the great majority of which are located in Hawaii.  The
Bank has three significant properties, all of which are in downtown
Honolulu.  The largest is the condominium units in the Financial
Plaza of the Pacific in which the Bank's head office is situated. 
The capital leases are for portions (less than 12.0%) of the
Financial Plaza of the Pacific.  The terms of the leases are 60
years, further details of the capital leases are included in the
long-term debt foot note.  In addition, the Bank owns a two-story
building on the outskirts of downtown Honolulu which houses data
processing and certain operational functions and a five-story
building which houses administrative departments.  In 1993, the
Bank entered into a contract to build a 248,000 square foot
facility in the Kapolei area on Oahu.  The building will be
primarily used as an operations facility and will also house a Bank
of  Hawaii branch.  The contracts for construction of the building
total $43 million, $33.7 of which has been included as part of
premises and equipment.  Depreciation will commence when the
building is placed in service in late 1995.

-25-

The following is a summary of data for major categories of premises
and equipment:

Accumulated
Depreciation
and
Cost     Amortization   Net Book Value
(In Thousands)

December 31, 1994
Capital leases                                   $  4,464       $    (357)         $  4,107
Premises                                          217,940         (65,676)          152,264
Equipment                                         119,277         (71,952)           47,325
-------------    -------------    -------------
$341,681       $(137,985)         $203,696
=============    =============    =============
December 31, 1993
Premises                                         $167,943       $ (58,680)         $109,263
Equipment                                         103,507         (64,735)           38,772
-------------    -------------    -------------
$271,450       $(123,415)         $148,035
=============    =============    =============
December 31, 1992
Premises                                         $153,011       $ (52,332)         $100,679
Equipment                                          97,205         (61,229)           35,976
-------------    -------------    -------------
$250,216       $(113,561)         $136,655
=============    =============    =============

The amounts of depreciation and amortization (including capital
lease amortization) included in consolidated expense were
$19,802,000, $17,527,000 and $15,519,000 in 1994, 1993 and 1992,
respectively.

The Bank's operating leases are for certain branch premises and
data processing equipment.  The majority of the premises' leases
provide for a base rent for a stipulated period with various
renewal options.  Portions of certain properties are subleased to
others for periods expiring in various years through 2000.  Lease
terms generally provide for the lessee to pay operating costs such
as taxes and maintenance.

-26-

Future minimum payments, by year and in the aggregate, for
noncancelable operating leases with initial or remaining terms of
one year or more and capital leases consisted of the following at
December 31, 1994:

Capital Leases                  Operating Leases
(In Thousands)

1995                                         $      7                          $ 11,162
1996                                                7                             8,670
1997                                                7                             7,668
1998                                                7                             7,299
1999                                                7                             6,326
Thereafter                                     34,945                            92,543
-------------                     -------------
Total minimum lease payments                   34,980                          $133,668
Amounts representing interest                  29,858                     =============
-------------
Present value of net minimum
lease payments                           $  5,122
=============

Minimum future rentals receivable under subleases for noncancelable
operating leases at December 31, 1994 amounted to $765,000.

Rental expense for all operating leases consisted of:

1994             1993             1992
(In Thousands)

Minimum rentals                                  $19,194          $20,589          $17,874 
Sublease rental income                              (282)            (229)            (235)
-------------    -------------    -------------
$18,912          $20,360          $17,639 
=============    =============    =============

-27-

5. Deposits

Interest on deposit liabilities in 1994, 1993 and 1992 consisted of
the following:

1994             1993             1992
(In Thousands)

Domestic interest bearing demand 
accounts                                     $ 36,031         $ 37,560         $ 53,209
Domestic savings accounts                          24,064           28,041           34,312
Domestic time accounts                             52,256           63,784          139,314
Foreign accounts                                   58,247           45,111           37,249
-------------    -------------    -------------
$170,598         $174,496         $264,084
=============    =============    =============

Time deposits with balances of $100,000 or more in domestic banking
offices were $505,925,000 in 1994.  Of this amount, $27,472,000
represents deposits of public (governmental) entities which require 
collateralization by acceptable securities.  The majority of
deposits in the foreign category are time deposits in denominations
of $100,000 or more.

Maturities of domestic time deposits of $100,000 or more at
December 31, 1994 are summarized as follows:

Domestic
(In Thousands)

Under 3 months                                                $264,724
4 to 6 months                                                   85,790
7 to 12 months                                                  67,557
Over 12 months                                                  87,854
-------------
$505,925
=============

-28-

6. Short-term Borrowings

Details of short-term borrowings for 1994, 1993 and 1992 were as
follows:

Securities Sold
Other Short-            Under
Funds             term    Agreements to
Purchased       Borrowings       Repurchase
(In Thousands)

1994                                                     
Amounts outstanding December 31                $  609,574         $406,711       $2,133,099
Average amount outstanding during year         $  595,187         $415,166       $2,401,099
Maximum amount outstanding at any 
month's end                                $  660,301         $509,643       $2,728,370
Weighted-average interest rate during 
year *                                          4.26%            2.96%            4.10%
Weighted-average interest rate on 
balance outstanding at end of year              5.79%            3.22%            5.26%

1993
Amounts outstanding December 31                $  748,500         $390,689       $2,508,850
Average amount outstanding during year         $  761,521         $223,468       $2,666,354
Maximum amount outstanding at any 
month's end                                $  970,311         $468,356       $3,041,525
Weighted-average interest rate during 
year *                                          3.20%            3.81%            3.29%
Weighted-average interest rate on 
balance outstanding at end of year              3.15%            2.72%            3.35%

1992
Amounts outstanding December 31                $1,113,356         $165,857       $2,294,608
Average amount outstanding during year         $  755,675         $178,572       $1,064,292
Maximum amount outstanding at any 
month's end                                $1,113,356         $229,724       $2,294,608
Weighted-average interest rate during 
year *                                          3.82%            6.09%            3.68%
Weighted-average interest rate on 
balance outstanding at end of year              3.38%            3.74%            3.37%
<FN>
*Average rates for the year are computed by dividing actual interest expense on  borrowings by average daily
borrowings.

-29-

Funds purchased generally mature on the day following the date of
purchase.  Other short-term borrowings consist mainly of foreign
call deposits which generally mature in 90 days and bear interest
rates reflecting such maturities.  There was also a one year Bank
note for $100 million bearing a fixed interest rate of $3.55% which
matured in January 1995.

Securities sold under agreements to repurchase were treated as
financings and the obligations to repurchase the identical
securities sold were reflected as a liability with the dollar
amount of securities underlying the agreements remaining in the
asset accounts.  At December 31, 1994, the weighted average
contractual maturity of these agreements was 90 days and represent
investments by public (governmental) entities, primarily the State
of Hawaii ($1.3 billion) and a local municipality ($0.6 billion). 
A schedule of maturities of these agreements are as follows (in
thousands):

Overnight                                      $        -
Less than 30 days                                 361,222
30 to 90 days                                     938,170
Over 90 days                                      833,707
-------------
$2,133,099
=============

7. Long-term Debt

Amounts outstanding as of year-end were as follows:

1994             1993             1992
(In Thousands)

Subordinated notes                               $118,609         $124,540          $     -
Medium-term notes                                 549,441           99,830                -
Federal Home Loan Bank advance                     25,000                -                -
Capitalized lease obligations                       5,122                -                -
-------------    -------------    -------------
$698,172         $224,370          $     -
=============    =============    =============

The subordinated notes, which were issued in 1993, have a fixed
interest rate of 6.875% and mature in 2003.  The medium-term notes,
which were issued in 1993 and 1994, are unsecured and carry two
year terms with floating interest rates which are tied to the
three-month LIBOR rate; adjusted quarterly.  The Federal Home Loan
Bank advance bears interest at 7.92% and matures in 1996.  As of
December 31, 1994, loans totaling $30,000,000 were pledged to
secure the advance along with FHLB stock.

-30-

The capitalized lease obligations are for certain condominium units
in the Financial Plaza of the Pacific.  The leases have 60 year
terms.  The lease payments allocated to the capital leases are
fixed at $7,000 per year until 2002; $605,000 per year from 2003 to
2007 and $665,000 per year from 2008 to 2012.  The rates are
negotiable thereafter. 

Long-term debt maturities for the five years succeeding December
31, 1994, are $99,932,000 in 1995; $474,523,000 in 1996; $7,000 in
1997, $7,000 in 1998 and $7,000 in 1999.

Interest paid on long-term debt in 1994 totaled $17,392,000.

8. International Operations

The following table provides certain selected financial data for
the Bank's international operations for the years ended December
31, 1994, 1993 and 1992:

1994             1993             1992
(In Thousands)

Average assets                                 $1,699,168       $1,908,883       $1,864,876
Average loans                                     667,828          666,091          589,974
Average deposits                                1,240,692        1,259,042          860,773
Operating income                                   97,134           94,096          105,652
Income before taxes                                12,000           13,425           17,865
Net income                                          7,137            8,528           11,457

Average assets primarily consist of short-term, interest-bearing
deposits with foreign branches of U.S. banks and large
international banks.  On average, these deposits were $802,833,000,
$1,086,554,000, and $1,118,977,000 during 1994, 1993 and 1992,
respectively.

To measure international profitability, the Bank maintains an
internal transfer pricing system for the use of domestic funds and
makes certain income and expense allocations.  Interest rates used
in determining charges on advances of funds are based on prevailing
deposit rates.  Overhead is allocated to reflect services rendered
by administration units to profit centers.

-31-

9. Contingent Liabilities

The Bank is a defendant in various legal proceedings and, in
addition, there are various other contingent liabilities arising in
the normal course of business.  After consultation with legal
counsel, management does not anticipate that disposition of these
proceedings and contingent liabilities will have a material effect
on the consolidated financial statements.

10. Retirement, Profit Sharing and Other Post Retirement Benefit
Plans

The Bank has a noncontributory, defined-benefit retirement plan
(Plan) which covers salaried employees who have met the Plan's
eligibility requirements.  Benefits are based on years of service
and average final compensation.  The Bank's funding policy is to
contribute annually an amount that falls within the minimum to
maximum amount that can be deductible for income tax purposes.

Plan assets are managed by investment advisors in accordance with
investment policies established by the Plan Trustees.  Investments
are generally marketable securities including stocks, bonds and
money market funds.

The Bank has a nonqualified Excess Benefits Plan which covers all
employees of the Bank and participating subsidiaries who have met
eligibility requirements.  The unfunded Excess Benefits Plan
recognizes the liability to Plan participants for amounts exceeding
those allowed to be included in the qualified defined benefit Plan. 
The table below includes the status of this Excess Benefit Plan.

In January 1995, the Bank announced a restructuring of these plans. 
The benefits provided by the plans will be "frozen" as of December
31, 1995 with a phase out provided to certain groups of staff
members.  In conjunction with this restructuring, qualifying staff
have been offered an early retirement option.  The option for staff
members who are at least 50 years of age with 10 years or more of
service provides an extra 5 years of service and 5 years of age for
benefit calculation purposes.  In addition, the staff member will
receive $250.00 per month until age 65 to defray medical benefit
costs.  At this point, it is not certain as to how many of these
qualifying staff members will accept the offer of early retirement
and the ultimate financial impact is not determinable.  The
restructuring will be accounted for as a curtailment.

-32-

The following table sets for the Plans' funded status and amounts
recognized in the Bank's statements of condition at December 31,
1994, 1993 and 1992:

1994             1993             1992
(In Thousands)

Actuarial present value 
of benefit obligations:
Vested benefit obligation                $59,208          $56,553          $44,369 
=============    =============    =============
Accumulated benefit 
obligation                             $63,445          $61,038          $48,154 
=============    =============    =============
Projected benefit obligation                     $98,443          $99,831          $83,614 
Plan assets (primarily 
marketable securities) at fair 
value                                         78,689           73,064           59,456 
-------------    -------------    -------------
Projected benefit obligation in
excess of plan assets                        (19,754)         (26,767)         (24,158)
Unrecognized net (gain)/loss                      (3,766)           2,287           (1,892)
Unrecognized net obligation at
January 1, 1985 being
recognized over 15 years                      (1,841)          (2,220)          (2,600)
Prior service cost not yet
recognized in net periodic
pension cost                                   1,907            2,333            3,121 
-------------    -------------    -------------
Accrued pension liability
recognized in the Statement of 
Condition                                   $(23,454)        $(24,367)        $(25,529)
=============    =============    =============

-33-

Net pension costs included the following components:

1994             1993             1992
(In Thousands)

Service cost--benefits earned 
during the period                            $ 7,561          $ 6,803          $ 6,172 
Interest cost on projected benefit 
obligation                                     7,299            6,626            5,786 
Actual return on assets                            1,533           (5,992)          (2,548)
Net amortization and deferral                     (8,080)             557           (2,096)
Net periodic pension costs of 
affiliates                                      (635)            (703)            (598)
-------------    -------------    -------------
Net periodic pension costs                       $ 7,678          $ 7,291          $ 6,716 
=============    =============    =============

Assumptions used in the accounting were as follows:

December 31
1994             1993             1992

Weighted-average discount rates                     8.25%             7.5%             8.0%
Rates of increase in 
compensation levels                             5.00%             5.0%             5.5%
Expected long-term rate of 
return on assets                                8.50%             8.5%             8.5%

There is a deferred compensation profit-sharing plan (Profit
Sharing Plan) for the benefit of all employees who have met the
Profit Sharing Plan's eligibility requirements.  The Profit Sharing
Plan provides for annual contributions based on a schedule of
performance levels.  The schedule establishes the percentage of
adjusted net income to be contributed based on the Bank's adjusted
return on equity.  Members of the Profit Sharing Plan are permitted
to elect to invest their annual allocation in shares of common
stock of Bancorp Hawaii, Inc., and to receive up to 50% of their
annual allocation in cash.  Contributions amounted to $6,737,000 in
1994, $8,928,000 in 1993, and $9,249,000 in 1992.

-34-

The restructuring of the defined benefit plan, mentioned earlier
will affect the Profit Sharing Plan.  The Profit Sharing Plan will
be enhanced with a company matching of the 401(k) contribution of
$1.25 for each $1.00 contributed by the staff member up to 2% of
their compensation.  The Bank will also establish a new defined
contribution plan for which it will contribute 4% of annual
compensation to staff members meeting certain eligibility and
vesting requirements.  These changes are expected to be implemented
on January 1, 1996.

The Bank adopted SFAS No. 106 "Employer's Accounting for
Postretirement Benefits Other Than Pensions," (SFAS 106) as of
January 1, 1993.  The defined benefit plan provides group life,
dental and medical insurance coverage.  Over the last several
years, the programs have been modified to provide a "sharing of
costs" where both the employer and employees pay a portion of the
premium costs.  Most of the employees of the Bank and its
subsidiaries  are covered who have met the eligibility
requirements.  The Bank has elected to recognize the transition
obligation over 20 years as allowed upon adoption of SFAS 106. 
Bancorp has no segregated assets to provide postretirement benefits
as of December 31, 1994 and 1993.

The following schedule presents the funded status of the liability
as of December 31:

1994                              1993
(In Thousands)

Accumulated Postretirement Benefit 
Obligation
Retirees                                $ (8,785)                         $ (8,869)
Other Fully Eligible Plan Participants    (6,243)                           (6,038)
Other Active Plan Participants            (8,863)                           (9,447)
-------------                     -------------
Total                                    (23,891)                          (24,354)
Plan Assets                                            -                                 - 
-------------                     -------------
Accumulated Postretirement Benefit 
Obligation in Excess of Plan Assets          (23,891)                          (24,354)
Unrecognized Transition Obligation Being 
Amortized Over 20 years                       13,166                            13,337 
Unrecognized Net Gain/Loss                        (2,833)                              699 
-------------                     -------------
Accrued Postretirement Benefit Liability        $(13,558)                         $(10,318)
=============                     =============

-35-

The net periodic postretirement benefit cost was:

1994                              1993
(In Thousands)

Service Cost                                       $1,089                            $1,151
Interest Cost                                       1,820                             1,678
Amortization of Transition Obligation                 731                               702
-------------                     -------------
Net Periodic Postretirement Benefit cost           $3,640                            $3,531
=============                     =============

The following table presents the assumptions utilized to determine the expense and liability:

1994                              1993

Health Care Cost Trend Rate                         15.0%                             15.0%
Dental Care Cost Trend Rate                          7.5%                              7.5%
Weighted Average Discount Rate                       7.5%                              7.5%
Rate of Increase in Compensation Level               5.0%                              5.0%

The health care cost trend rate is projected at 15% per year until
the year 2000 leveling to the ultimate 7%.  A one percent increase
in that trend rate of assumption (with all other assumptions
remaining constant) would increase the service and interest cost
components of the net periodic postretirement cost from $2,909,000
to $3,336,000.  The impact of this one percent increase in the
trend rates on the accumulated postretirement benefit obligation
would be an increase to $26,681,000 at December 31, 1994.

11. Income Taxes

Effective January 1, 1992, the Bank adopted Financial Accounting
Standards Board Statement 109, "Accounting for Income Taxes," and
has reported the cumulative effect of that change in the method of
accounting for income taxes in the 1992 Consolidated Statement of
Income.

-36-

The income tax provision includes the following significant
components:

1994             1993             1992
(In Thousands)

Current                                         $ 83,064           $50,269          $58,586
Deferred                                         (15,734)           20,640            6,915
-------------    -------------    -------------
Provision for income taxes                      $ 67,330           $70,909          $65,501
=============    =============    =============

The 1994, 1993, and 1992 tax provision includes state tax expense
of $12,313,000, $13,251,000, and $11,423,000, respectively.  The
current provision also includes taxes on the gains and (losses) on
the sale of securities of $(7,130,000), $3,227,000, and $872,000,
for 1994, 1993, and 1992, respectively.

Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income
tax purposes.  Significant components of the Bank's deferred tax
liabilities and assets as of December 31, 1994, 1993 and 1992,
reclassified based on the tax returns as filed are as follows (in
thousands):

1994             1993             1992

Deferred tax liabilities
Lease transactions                               $174,892        $165,830          $151,379
Deferred investment tax credits                     7,318           7,652             7,809
Accelerated depreciation                            1,480           2,225             2,269
-------------    -------------    -------------
Total deferred tax liabilities                    183,690         175,707           161,457
=============    =============    =============
Deferred tax assets
Reserve for loan losses                            49,941          40,826            42,666
Accrued pension cost                                7,728           7,227             7,968
Net operating loss carryforwards                      722           1,963                 -
Securities valuation reserve                       11,646          (2,110)                -
Others - net                                       11,243           9,657            10,115
-------------    -------------    -------------
Total deferred tax assets                          81,280          57,563            60,749
-------------    -------------    -------------
Net deferred tax liabilities                     $102,410        $118,144          $100,708
=============    =============    =============

For financial statement purposes, the Bank had deferred investment
tax credits for property purchased for lease to customers of
$7,318,000, $7,652,000 and $7,809,000 at December 31, 1994, 1993
and 1992, respectively.  In 1994, 1993 and 1992, investment tax
credits included in the computation of the provision for income
taxes were $334,000 $157,000 and $568,000, respectively.

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The following analysis reconciles the federal statutory income tax
rate to the effective consolidated income tax rate:

<CAPTION
1994             1993             1992

Statutory federal income tax rate                   35.0%            35.0%            34.0%
Increase (decrease) in tax rate resulting from:
State taxes, net of federal income tax and 
foreign tax adjustments                      4.8              4.6              4.5 
Tax-exempt interest income                      (0.5)            (0.7)            (1.5)
Effect of tax rate change on deferred tax assets 
and liabilities                                -              0.3                - 
Low income housing and investment tax credits   (0.6)            (0.6)            (0.3)
Other                                            1.6             (0.5)             2.2 
-------------    -------------    -------------
Effective tax rate                                  40.3%            38.1%            38.9%
=============    =============    =============

12. Financial Instruments with Off-Balance Sheet Risk

The Bank is a party to financial instruments with off-balance sheet
risk in the normal course of business to meet the financing needs
of its customers and to manage its own exposure to fluctuations in
interest and foreign exchange rates.  These financial instruments
include commitments to extend credit, foreign exchange contracts,
standby letters of credit and interest rate swaps.  These
instruments involve, to varying degrees, elements of credit and
interest rate risk in excess of the amount recognized in the
statements of condition.  The contract or notional amounts of those
instruments reflect the extent of involvement the Bank has in
particular classes of financial instruments.  The FASB has
segregated certain of these off balance sheet financial instruments
which includes foreign exchange and interest rate swap type of
instruments as derivative financial instruments.  FASB has further
categorized these derivative financial instruments into "held or
issued for purposes other than trading" or "trading."  The Bank
does not currently utilize these derivative financial instruments
for trading purposes.

-38-

The Bank's exposure to credit loss in the event of nonperformance
by the other party to the financial instrument for commitments to
extend credit and standby letters of credit is represented by the
contractual or notional amount of those instruments.  The Bank uses
the same credit policies in making commitments and conditional
obligations as it does for on-balance sheet instruments.  For
derivative financial instruments the contract or notional amounts
do not represent exposure to credit loss.  The Bank controls the 
credit risk of these instruments through credit approvals, limits
and monitoring procedures.

Descriptions of these financial instruments with off balance sheet
risks follows:

Traditional Off Balance Sheet Risk Instruments

Commitments to extend credit are agreements to lend to a customer
as long as there is no violation of any terms or conditions
established in the contract.  Commitments generally have fixed
expiration dates or other termination clauses and may require
payment of a fee.  Since commitments may expire without being drawn
upon, the total commitment amounts do not necessarily represent
future cash requirements.  The Bank evaluates each customer's
creditworthiness on an individual basis.  The amount of collateral
obtained is based on management's credit evaluation of the
customer.   Collateral held varies, but may include cash, accounts
receivable, inventory, and property, plant and equipment.

Standby letters of credit are conditional commitments issued by the
Bank to guarantee the performance of a customer to a third party. 
Those guarantees are primarily issued to support borrowing
agreements.  The credit risk involved in issuing letters of credit
is essentially the same as that involved in extending loan
facilities to customers.  The Bank holds  cash and deposits as
collateral supporting those  commitments for which collateral is
deemed necessary.

Derivative Financial Instruments Held or Issued for Other Than
Trading

Foreign exchange contracts are contracts for delayed delivery of
foreign currency in which the seller agrees to make delivery at a
specified future date at a specified price.  Risks arise from the
possible inability of counterparties to meet the terms of their
contracts and from movements in exchange rates and interest rates. 
Collateral is generally not required for these transactions.  Net
revenue (loss) on foreign exchange contracts totaled $0.2 million,
$1.2 million and $(1.0) million for 1994, 1993, and 1992,
respectively.

-39-

The Bank enters into various interest-rate swaps in managing its
interest-rate risk.  In these swaps, the Bank agrees to exchange,
at specified intervals, the difference between fixed-and floating-
interest amounts calculated on an agreed-upon notional principal
amount.  The Bank used swap agreements to effectively convert
portions of its floating rate loans to a fixed rate basis.  These
swap transactions allowed the Bank to better match the funding
source which is a portion of the Bank's core deposit base.  The
core deposit base, although subject to immediate withdrawal,
displays a longer term fixed character.  At December 31, 1994, $1.5
billion of such "receive-fixed" swaps were in effect.  In addition, 
the Bank had entered into "pay fixed" swap agreements, prior to
1994, that effectively converted a portion of its floating rate
liabilities to a fixed rate basis.  These swap transactions were
entered into to fix the funding costs for specific term loans.  At
December 31, 1994, $119.3 million of such "pay fixed" swaps were in
effect.  The net amount payable or receivable from interest-rate
swap agreements is accrued as an adjustment to interest income. 
The related amount payable or receivable from counter parties is
included in accrued interest payable or receivable.  The fair value
of the swap agreements are not recognized in the financial
statements.

The Bank's current credit exposure on swaps is limited to the value
of interest-rate swaps that have become favorable to the Bank.  At
December 31, 1994, the market value of pay fixed interest rate
swaps was $1.8 million and the market value of receive fixed
interest rate swaps was $(93.2) million.  The net fair value of all
positions was $(91.4) million.  Net revenue on interest rate swap
agreements totaled $7.7 million, $14.1 million and $0.03 million
for 1994, 1993 and 1992, respectively.

The table below summarizes by notional amounts the activity for
each major category of swaps in 1994, 1993 and 1992.  The Bank had
no deferred gains or losses relating to terminated swap contracts
in 1994.

Receive Fixed                         Pay Fixed
(In Thousands)

Balance, December 31, 1991                   $         -                         $  43,103 
Additions                                    150,000                                 - 
Maturities/amortizations                           -                            (7,627)
-------------                     -------------
Balance, December 31, 1992                       150,000                            35,476 
Additions                                  1,250,000                           100,000 
Maturities/amortizations                    (121,231)                          (15,655)
-------------                     -------------
Balance, December 31, 1993                     1,278,769                           119,821 
Additions                                    350,000                                 - 
Maturities/amortizations                    (156,719)                             (524)
-------------                     -------------
Balance, December 31, 1994                    $1,472,050                          $119,297 
=============                     =============

-40-

The approximate annual maturities of swap agreements entered into
as of December 31, 1994 were:

Notional Principal Expected to Mature in
1995       1996       1997       1998       1999      Total
(In Thousands)

Pay-fixed interest rate 
swaps:
Fixed maturity                     $100,000    $15,000   $      -   $      -   $      -   $115,000
Pay rate                            4.03%      8.35%         -%         -%         -%           
Receive rate                        6.78%         -%         -%         -%         -%           
Amortizing (1)                     $      -    $ 4,000   $      -   $      -   $      -   $  4,000
Pay rate                               -%      7.49%         -%         -%         -%           
Receive rate                        6.50%         -%         -%         -%         -%           
Receive-fixed interest 
rate swaps:
Fixed maturity                     $300,000   $260,000   $240,000   $150,000   $      -   $950,000
Pay rate                            7.02%         -%         -%         -%         -%           
Receive rate                        6.12%      5.17%      4.94%      5.32%         -%           
Amortizing (1)                     $ 61,000   $ 53,000   $ 67,000   $211,000   $130,000   $522,000
Pay rate                            6.00%         -%         -%         -%         -%           
Receive rate                        5.09%      5.10%      5.41%      5.05%      5.31%           
<FN>
(1) Amortization estimated utilizing average prepayment speeds provided by various dealers in these
instruments.

13. Fair Values of Financial Instruments

In December 1991, the FASB issued SFAS No. 107, "Disclosures
about Fair Value of Financial Instruments."  This statement
requires disclosure of fair value information about financial
instruments, whether or not recognized in the balance sheet, for
which it is practicable to estimate that value.  In cases where
quoted market prices are not available, fair values are based on
estimates using present value or other valuation techniques. 
Those techniques are significantly affected by the assumptions
used, including the discount rate and estimates of future cash
flows.  In that regard, the derived fair value  estimates cannot
be substantiated by comparison to independent markets and, in
many cases, could not be realized in immediate settlement of the
instrument.  Statement 107 excludes certain financial instruments
and all nonfinancial instruments from its disclosure
requirements.  Accordingly, the aggregate fair value amounts
presented do not represent the underlying value of the Bank.

-41-

The following methods and assumptions were used by the Bank in
estimating its fair value disclosures for financial instruments:

Cash and Cash Equivalents

The carrying amounts reported in the balance sheet for cash
and short-term investments approximate those assets' fair
values.

Investment Securities Held to Maturity, Investment Securities
Available for Sale and Trading Securities

Fair values for investment securities are based on quoted
market prices, where available.  If quoted market prices are
not available, fair values are based on quoted market prices
of comparable instruments.

Loans

Fair values for loans are estimated for portfolios of loans
with similar financial characteristics.  Loans are segregated
by type such as commercial, real estate, consumer, and
foreign.  Each loan category is further segmented into fixed
and adjustable rate interest terms and by performing and
nonperforming categories.  Fair values are calculated by
discounting scheduled cash flows through the estimated
maturity using estimated discount rates which reflect credit
and interest rate risks inherent in the loan.

Deposit Liabilities

Fair values for non-interest bearing and interest bearing
demand deposits and savings are, by definition, equal to the
amount payable on demand at their reporting date (i.e., their
carrying amounts).  Fair values for time deposits are
estimated using discounted cash flow analyses.  Discount rates
reflect rates currently offered for deposits of similar
remaining maturities.

-42-

Short-Term Borrowings

The carrying amounts of funds purchased, securities sold under
agreements to repurchase, and other short-term borrowings
approximate their fair values.

Long-Term Debt

Fair values for long-term debt are estimated using discounted
cash flow analyses, based on the Bank's current incremental
borrowing rates for similar types of borrowings.

Off-Balance Sheet Instruments

Fair values for off-balance sheet instruments (e.g.,
commitments to extend credit, standby letters of credit,
commercial letters of credit, foreign exchange and swap
contracts, and interest rate swap agreements) are based on
fees currently charged to enter into similar agreements,
taking into account the remaining terms of the agreements and
the counterparties' credit standing, current settlement
values, or quoted market prices of comparable instruments.

The following table presents the fair values of Bancorp's
financial instruments at December 31, 1994, 1993 and 1992.

1994                  1993                 1992
Book or               Book or               Book or
Notional              Notional              Notional
Value Fair Value      Value Fair Value      Value Fair Value
(In Thousands)

Financial Instruments - Assets

Loans (1)                                $6,212,900 $6,315,300 $5,731,900 $5,894,000 $5,593,600 $5,775,000
Investment securities (2)                 3,043,200  2,994,500  3,557,600  3,594,500  2,941,500  3,013,300
Other financial assets (3)                  787,600    787,600    952,200    952,200  1,872,077  1,872,077

Financial  Instruments - Liabilities

Deposits                                  6,394,100  6,405,600  6,382,200  6,393,000  7,093,300  7,096,000
Short term borrowings (4)                 3,149,400  3,149,400  3,648,000  3,648,000  3,573,800  3,573,800
Long term debt (5)                          698,200    678,500    224,400    245,000          -          -

-43-

1994                  1993                 1992
Book or               Book or               Book or
Notional              Notional              Notional
Value Fair Value      Value Fair Value      Value Fair Value
(In Thousands)

Financial Instruments - Off-Balance Sheet

Financial instruments whose contract amounts represent credit risk:

Commitments to 
extend credit                    $3,187,455    $9,548  $2,692,081    $8,113  $2,211,870    $6,438 
Standby letters of 
credit                              233,276     4,416     245,383     4,599     254,909     4,759 
Commercial letters of 
credit                              144,319       210     102,349       177      98,664       164 

Financial instruments whose notional or contract amounts exceed the amount of credit risk:

Foreign exchange and 
swap contracts                      285,390       229     339,882        61     407,901      (806)
Interest rate swap 
agreements                        1,591,347   (91,420)  1,398,590      (277)    185,476      (967)
<FN>
(1)  Includes all loans, net of reserve for loan losses, and excludes leases
(2)  Includes both held to maturity and available for sale securities
(3)  Includes interest bearing deposits, securities purchased under agreements to resell, funds sold, and
trading securities
(4)  Includes security sold under agreements to repurchase, funds purchased and short term borrowings
(5)  Excludes capitalized lease obligations

-44-

14. Related Parties and Related Party Transactions

Included in deposits (foreign, demand non-interest bearing, and
demand interest bearing) are deposits from its parent and various
affiliates (subsidiaries of its parent), of $79,200,000 and
$14,800,000, respectively.  Interest paid on these deposits
totaled $4,911,000 in 1994.  The advances to affiliates include 
an advance of $25,000,000 to Bancorp Pacific, Inc. and $3,000,000
to First National Bank of Arizona.  Interest income on these
advances totaled $1,309,000 in 1994.  The Bank paid insurance
premiums of $3,566,000 to Bancorp Hawaii Insurance Services,
Ltd., an affiliate, in 1994.

-45-