AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1994

REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
BANCORP HAWAII, INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

HAWAII                      99-0148992
(STATE OF           (IRS EMPLOYER IDENTIFICATION
INCORPORATION)                     NO.)

130 MERCHANT STREET
HONOLULU, HAWAII 96813
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
------------------------

DAVID A. HOULE
BANCORP HAWAII, INC.
P. O. BOX 2900
HONOLULU, HAWAII 96846
(808) 537-8111
(NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
------------------------

Copy to:
J. THOMAS VAN WINKLE, ESQ.
CARLSMITH BALL WICHMAN MURRAY CASE & ICHIKI
1001 BISHOP STREET, SUITE 2200, PACIFIC TOWER
HONOLULU, HAWAII 96813
(808) 523-2500
---------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
---------------------

If  the  only securities  being registered  on this  Form are  being offered
pursuant to dividend or interest reinvestment plans, please check the following.
/ /

If any of the securities being registered on this Form are to be offered  on
a  delayed or continuous basis pursuant to  Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following. /X/
---------------------

CALCULATION OF REGISTRATION FEE

PROPOSED MAXIMUM
AMOUNT TO      PROPOSED MAXIMUM     AGGREGATE         AMOUNT OF
TITLE OF                           BE          OFFERING PRICE       OFFERING        REGISTRATION
SECURITIES TO BE REGISTERED            REGISTERED (*)    PER SHARE (*)       PRICE (*)          FEE (*)

Common Stock (par value $2 per share).......     1,000,000          $32.8125        $32,812,500        $11,314.73
<FN>
(*)  The number  of  shares of  common  stock being  registered  represents  the
maximum  number  of  shares  that  may be  sold.  The  registration  fee is
calculated on the basis of the average  of the high and low prices for  the
common  stock on  the New  York Stock Exchange  composite tape  on July 26,
1994.

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

THE REGISTRANT HEREBY  AMENDS THIS  REGISTRATION STATEMENT ON  SUCH DATE  OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE  A  FURTHER  AMENDMENT  WHICH SPECIFICALLY  STATES  THAT  THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE  IN ACCORDANCE WITH SECTION 8(A)  OF
THE  SECURITIES ACT  OF 1933  OR UNTIL  THE REGISTRATION  STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE  AS THE COMMISSION ACTING  PURSUANT TO SAID SECTION  8(A)
MAY DETERMINE.

AS  PERMITTED BY RULE 429  UNDER THE SECURITIES ACT  OF 1933, THE PROSPECTUS
RELATED TO THIS REGISTRATION STATEMENT  ALSO COVERS SECURITIES REGISTERED  UNDER
REGISTRATION STATEMENT NO. 33-44395 ON FORM S-3.

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BANCORP HAWAII, INC.
1,000,000 SHARES OF COMMON STOCK
PAR VALUE $2.00 PER SHARE
-------------------

DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
-------------------

The  Dividend  Reinvestment and  Stock Purchase  Plan (the  "Plan") provides
shareholders of common
stock ("Common Shares") of  Bancorp Hawaii, Inc. ("Bancorp")  with a simple  and
convenient  method of  purchasing Common  Shares without  fees of  any kind. Any
holder of record of Common Shares of Bancorp is eligible to join the Plan.

In addition,  any  of  the following  who  is  not a  holder  of  record  or
beneficial  owner of Common Shares may join the Plan by purchasing Common Shares
pursuant to the  initial stock  purchase provisions  of the  Plan: an  employee,
retired employee, or director of Bancorp, Bank of Hawaii (the "Bank"), or any of
their  wholly owned  subsidiaries ("Eligible  Employee"); or  a resident  of the
State of Hawaii.

Investment options offered participants under the Plan are:

FULL DIVIDEND  REINVESTMENT--Reinvest  dividends on  all  Common  Shares
held.  Participants may also make optional payments  of a minimum of $25 per
payment up to an aggregate of $5,000 per calendar quarter.

PARTIAL DIVIDEND  REINVESTMENT--Reinvest  dividends  on  less  than  all
Common  Shares  held and  continue to  receive cash  dividends on  the other
shares. Participants may also make optional payments of a minimum of $25 per
payment up to an aggregate of $5,000 per calendar quarter.

OPTIONAL PAYMENTS ONLY--Invest by making optional payments of a  minimum
of $25 per payment up to an aggregate of $5,000 per calendar quarter without
reinvesting dividends on Common Shares held.
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UNDERWRITING
PRICE TO           DISCOUNTS          PROCEEDS TO
PUBLIC         AND COMMISSIONS          ISSUER

- ---------------------------------------------------------------------------------------------------------------
Per Share..........................................          *                   $0                  *
Total..............................................          *                   $0                  *

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* The  price of  Common Shares  purchased under  the Plan  shall be  100% of the
market price determined on the basis of  the average of the last sales  prices
of  the shares on the  New York Stock Exchange for  the period of five trading
days ending on the day of purchase.
-------------------

This Prospectus relates to 1,000,000  authorized and unissued Common  Shares
registered  for sale  under the  Plan. It is  suggested that  this Prospectus be
retained for future reference.
-------------------
THESE  SECURITIES  HAVE   NOT  BEEN   APPROVED  OR   DISAPPROVED  BY   THE
SECURITIES  AND  EXCHANGE  COMMISSION NOR  HAS  THE  COMMISSION PASSED
UPON  THE   ACCURACY  OR   ADEQUACY   OF  THIS   PROSPECTUS.   ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------

Neither  the delivery of this Prospectus nor any sales hereunder shall under
any circumstances create any
implication that there has been  no change in the  affairs of Bancorp since  the
date  hereof. No person has  been authorized to give  any information or to make
any representations, other  than as contained  in this Prospectus  and in  other
documents  relating to the Plan delivered to eligible parties and filed with the
Securities and Exchange Commission,  in connection with  the offer described  in
this  Prospectus, and if given or made, such information or representations must
not be relied upon.  This Prospectus does  not constitute an  offer to sell  the
securities  to which this Prospectus relates in  any State to any person to whom
it is unlawful to make such offer in such State.

THE DATE OF THIS PROSPECTUS IS JULY   , 1994.

This  Prospectus  does not  contain  all the  information  set forth  in the
Registration Statement, certain portions of which have been omitted pursuant  to
the  rules  and  regulations  of the  Securities  and  Exchange  Commission (the
"Commission"). The Registration Statement may be inspected without charge at the
principal office of the Commission in Washington, D.C., and all copies of all or
any parts  of  it may  be  obtained from  the  Commission upon  payment  of  the
prescribed fees.

Bancorp  is  subject to  the  informational requirements  of  the Securities
Exchange  Act  of  1934  and  in  accordance  therewith  files  reports,   proxy
statements,  and  other information  with  the Commission.  Such  reports, proxy
statements, and other  information may  be inspected  and copied  at the  public
reference  facilities maintained  by the Commission  at 450  Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, or at the Regional Offices of the Commission:
Northwestern Atrium  Center,  500  West Madison  Street,  Suite  1400,  Chicago,
Illinois  60661-2511; or 7 World Trade Center,  New York, New York 10048. Copies
of such material can also be  obtained from the Commission at prescribed  rates.
Written  requests for such material should  be addressed to the Public Reference
Section, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549.

Bancorp's Common Stock is  listed on the New  York Stock Exchange.  Reports,
proxy  material, and other information  may also be inspected  at the offices of
the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

Any person,  including  any  beneficial  owner, receiving  a  copy  of  this
Prospectus  may  obtain without  charge,  upon request,  a  copy of  any  of the
documents incorporated herein (except for certain exhibits to such documents) or
Bancorp's Annual  Report  to  Shareholders.  Requests  should  be  addressed  to
Corporate  Secretary  Department,  Bancorp Hawaii,  Inc.,  130  Merchant Street,
Honolulu, Hawaii 96813, telephone (808) 537-8239.

TABLE OF CONTENTS

PAGE
---------

The Issuer.................................................................................................          3
Description of the Dividend Reinvestment and Stock Purchase Plan...........................................          3
Purpose....................................................................................................          3
Advantages...............................................................................................          3
Administration...........................................................................................          3
Participation............................................................................................          4
Costs....................................................................................................          5
Purchases................................................................................................          5
Initial Stock Purchase and Optional Payments.............................................................          6
Reports to Participants..................................................................................          6
Certificates for Shares..................................................................................          7
Termination of Participation.............................................................................          7
Sale of Shares...........................................................................................          7
Effective Date...........................................................................................          7
Safekeeping of Shares....................................................................................          7
Limitation of Liability..................................................................................          8
Other Information........................................................................................          8
Federal Income Tax Consequences of Participation in the Plan.............................................          9
Use of Proceeds............................................................................................         10
Incorporation of Certain Documents by Reference............................................................         10
Indemnification of Directors and Officers..................................................................         10
Experts....................................................................................................         10

2

THE ISSUER

Bancorp Hawaii, Inc. ("Bancorp") is the issuer of the shares of common stock
("Common  Shares") covered by  this Prospectus. Its  principal executive offices
are located  at 130  Merchant Street,  Honolulu, Hawaii  96813, telephone  (808)
537-8111.

DESCRIPTION OF THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

The following is a discussion of the provisions of the Dividend Reinvestment
and  Stock Purchase Plan (the "Plan") of Bancorp. Those holders of Common Shares
who do not  wish to  participate in  the Plan  will receive  cash dividends,  as
declared, by check as usual.

This  Prospectus relates to Common Shares purchased  on or after the date of
this Prospectus in accordance with the provisions of the Plan.

PURPOSE

The purpose of the  Plan is to  provide holders of  record of Common  Shares
with  a simple  and convenient method  of investing cash  dividends and optional
payments in additional Common Shares without payment of any brokerage commission
or service charges. The Plan is  also intended to encourage ownership of  Common
Shares by Eligible Employees and residents of the State of Hawaii.

Because  Common Shares will be purchased directly from Bancorp, Bancorp will
retain such funds for general corporate purposes.

ADVANTAGES

The following are some of the advantages of participating in the Plan:

(a) Participants may  purchase Common Shares  quarterly with  reinvested
cash  dividends on all or  less than all of  the Common Shares registered in
their names.

(b) Participants may also purchase  Common Shares monthly with  optional
payments  of a minimum of  $25 per payment up to  an aggregate of $5,000 per
calendar quarter.

(c) No  commission  or  service  charges are  paid  by  participants  in
connection with purchases under the Plan.

(d) Full investment of funds is possible under the Plan because the Plan
permits  fractions of shares,  as well as  full shares, to  be credited to a
participant's account.

(e) Cash  dividends  on the  shares  in the  participant's  account  are
automatically reinvested in additional Common Shares.

(f)  The Plan assures safekeeping of  shares credited to a participant's
account because certificates for such shares are not issued unless requested
by the participant.

ADMINISTRATION

The Bank  of  New  York  (the  "Administrator")  administers  the  Plan  for
participants,  keeps records, sends  statements of account  to participants, and
performs other duties relating  to the Plan. Common  Shares purchased under  the
Plan  will be registered in  the name of the  Administrator, or its nominee, and
the Administrator will keep an individual account for each participant to record
the participant's interest in the Plan.

3

PARTICIPATION

All holders of  record of Common  Shares are eligible  to join the  dividend
reinvestment  and optional payment portions of the Plan at any time. An eligible
shareholder may  join the  Plan  by completing  and signing  a  Bancorp-approved
authorization  form  ("Authorization Form")  and returning  it to  the Corporate
Secretary of Bancorp.  Each participant in  the Plan will  remain a  participant
until   he  or  she  terminates  his  or  her  participation  in  the  Plan.  An
Authorization Form  and a  reply  envelope are  enclosed with  this  Prospectus,
except  to eligible shareholders who are  already participants and who therefore
automatically will continue to participate in the Plan. Additional forms  (along
with a reply envelope) may be obtained at any time by writing to Bancorp Hawaii,
Inc.,  P.O. Box 2900, Honolulu, Hawaii 96846, Attention: Corporate Secretary, or
by calling the Corporate Secretary Department at (808) 537-8239.

Except as  discussed below,  only holders  of record  of Common  Shares  are
eligible  to join the dividend reinvestment and optional payment portions of the
Plan. Accordingly, owners of  Common Shares whose shares  are held of record  in
names other than their own (e.g., broker, bank nominee) must either (1) have the
election  to have  their shares participate  in the  Plan made by  the holder of
record or (2) become holders of record by having Common Shares transferred  into
their  own names and then making an election to participate. An election to have
shares participate in  the Plan  may not  exceed the  number of  shares held  of
record by the person making the election.

The Plan provides that if a member of the Bank of Hawaii Profit Sharing Plan
has an interest in the Bancorp Stock Fund of such profit sharing plan, he or she
will  be regarded  as a  holder of  record of  Common Shares.  Such a  person is
thereby eligible to make optional payments to the Plan even if he or she owns no
other Common Shares.

An Authorization Form electing reinvestment of dividends must be received by
the record date  of the  dividend to  be reinvested  in order  to reinvest  that
dividend.  An optional payment may be made when  joining the Plan or at any time
thereafter.

In addition, the  following may join  the Plan by  purchasing Common  Shares
pursuant to the initial stock purchase provisions of the Plan:

(a)  An Eligible Employee who is not  a holder of record or a beneficial
owner of Common Shares participating in the Plan.

(b) An individual who is  a resident of the State  of Hawaii and who  is
not  a holder of record or a beneficial owner of Common Shares participating
in the Plan. The Plan provides that the Chairman of the Board of Bancorp may
suspend the eligibility of  such individuals to  participate in the  initial
stock purchase provisions of the Plan at any time.

A  person may purchase Common Shares  pursuant to the initial stock purchase
provisions of  the Plan  by completing  and signing  a Bancorp-approved  Initial
Stock  Purchase Form-Hawaii Resident/Eligible Employee, as  the case may be, and
returning it to the  Corporate Secretary of Bancorp.  An initial stock  purchase
payment  must be at least  $250, but the initial  stock purchase payment and any
optional payment may not exceed an aggregate of $5,000 in any calendar  quarter.
Common Shares purchased pursuant to the initial stock purchase provisions of the
Plan  will be  at 100% of  the market  price. A person  purchasing Common Shares
pursuant to the initial stock purchase provisions of the Plan will be deemed  to
have  chosen the Full Dividend Reinvestment  option, described below, unless and
until such person has changed the investment option by signing an  Authorization
Form electing another investment option.

4

The  Authorization Form provides  for the purchase  of Common Shares through
the following investment options offered under the Plan:

FULL DIVIDEND REINVESTMENT--Reinvest dividends on all Common Shares held
by a participant at 100% of the market price. Optional payments of a minimum
of $25 per payment  up to an  aggregate of $5,000  per calendar quarter  may
also  be made.  Optional payments  will be  invested at  100% of  the market
price.

PARTIAL DIVIDEND REINVESTMENT--Reinvest dividends  on fewer than all  of
the  Common Shares  held by a  participant at  100% of the  market price and
continue to  receive cash  dividends on  the other  Common Shares.  Optional
payments  of a minimum of  $25 per payment up to  an aggregate of $5,000 per
calendar quarter may  also be made.  Optional payments will  be invested  at
100% of the market price.

OPTIONAL  PAYMENTS ONLY--Invest by making optional payments of a minimum
of $25  per payment  up to  an  aggregate of  $5,000 per  calendar  quarter.
Optional payments will be invested at 100% of the market price.

If  dividends are subject  to federal income tax  withholding, the amount of
tax to be withheld will  be deducted from the  dividend amount to determine  the
amount to be reinvested.

A  participant may change the investment option at any time by signing a new
Authorization Form and returning  it to the Corporate  Secretary of Bancorp  for
review  and forwarding to the Administrator.  However, any change in option with
respect to reinvestment of dividends must be received by the Corporate Secretary
of Bancorp  by the  first day  of the  month preceding  the month  in which  the
dividends are to be paid to allow sufficient time for processing.

Cash  dividends on Common Shares credited to the participant's account under
the Plan are automatically reinvested to purchase additional Common Shares.

COSTS

No brokerage fees are  incurred in purchasing Common  Shares under the  Plan
because  Common Shares are purchased directly from Bancorp. All service fees and
costs of  administration  of the  Plan  are paid  by  Bancorp, except  that  (i)
participants  who elect to have the Administrator, as agent for the participant,
sell the shares of common stock from his  or her account on the open market  and
to  receive cash in lieu of the issuance of a stock certificate upon termination
or withdrawal from the Plan will be charged brokerage commission, a service  fee
of  the Administrator charged  in connection with such  sale, and any applicable
taxes to be  paid or  withheld by the  Administrator and  (ii) participants  who
elect to have the Administrator hold shares of Bancorp common stock as described
in  "Safekeeping of Shares" shall pay all  fees charged by the Administrator for
such service.

PURCHASES

The price of  Common Shares purchased  under the  Plan will be  100% of  the
market  price, which will be determined on the  basis of the average of the last
sales prices of Common Shares on the  New York Stock Exchange for the period  of
five  trading days ending on the day of  the purchase. If there is no trading in
the Common Shares during any trading day during the five-day period, the  market
price  and the purchase price based thereon will be determined by Bancorp on the
basis of such market quotations as  it deems appropriate. No Common Shares  will
be  sold by Bancorp  to the Plan  at less than  the par value  of such shares of
$2.00 per share.

5

Cash dividends on Common  Shares will be applied  to the purchase of  Common
Shares on dividend payment dates. Any optional payment received by the Corporate
Secretary  Department of Bancorp by  the last business day  of the month will be
applied towards the purchase of additional  Common Shares on the tenth  business
day  of the  following month or  on the dividend  payment date if  a dividend is
payable in such month.

Each participant's  account will  be  credited with  that number  of  Common
Shares,  including  fractions  computed to  four  decimal places,  equal  to the
amounts to be invested, divided by the applicable purchase price.

INITIAL STOCK PURCHASE AND OPTIONAL PAYMENTS

An initial stock purchase payment in the form of cash, check, or money order
may be made at any time, but must be in an amount of at least $250. The  initial
stock  purchase payment  and any  optional payment,  however, may  not exceed an
aggregate of $5,000 in any calendar quarter.  (A payment is regarded as made  on
the date it is invested.) It is recommended that initial stock purchase payments
not be made in cash, especially if made by mail.

Optional  payments in the form of cash, check, or money order may be made at
any time,  but must  be for  at least  $25 per  payment and  may not  exceed  an
aggregate  of $5,000 per  calendar quarter. The amount  of the optional payments
may be varied each time (but may not be less than $25 per payment), and there is
no obligation  to make  additional  optional payments.  It is  recommended  that
optional payments not be made in cash, especially if made by mail.

Initial  stock  purchase  or  optional payments  received  by  the Corporate
Secretary Department of Bancorp by  the last business day  of the month will  be
applied  towards the purchase of additional  Common Shares on the tenth business
day of the  following month or  on the dividend  payment date if  a dividend  is
payable in such month.

An  optional payment form and reply envelope  may be obtained by calling the
Corporate Secretary  Department  of Bancorp  at  (808) 537-8239  or  by  written
request  mailed to Bancorp Hawaii, Inc.,  P.O. Box 2900, Honolulu, Hawaii 96846,
Attention: Corporate  Secretary.  All checks  or  money orders  should  be  made
payable  to "The  Bank of  New York, Agent,"  and sent  to Bancorp  at the above
address.

While initial stock purchase or optional  payments may be made at any  time,
no  interest will  be paid  on such  payments for  the period  from the  date of
receipt until the date Common Shares are purchased. Checks and other drafts must
clear before such funds will be  available for purchases of Common Shares  under
the  Plan. Checks  drawn on  foreign banks  are subject  to collection  fees and
exchange rates on the date of negotiation.

REPORTS TO PARTICIPANTS

Each participant in the  Plan will receive a  statement of account at  least
once  each quarter showing amounts  invested, purchase prices, shares purchased,
and other  information for  the year  to  date. Each  year, the  fourth  quarter
statement  with summary  will reflect  year-to-date information  which should be
retained for  the participant's  permanent record.  Each participant  will  also
receive a Form 1099 for income tax purposes.

In addition, each participant will receive copies of the same communications
sent  to  every other  holder of  Common  Shares, including  Bancorp's Quarterly
Shareholders Report, Annual  Report to  Shareholders, and the  Notice of  Annual
Meeting and Proxy Statement.

6

CERTIFICATES FOR SHARES

Common  Shares purchased under  the Plan, including  Common Shares purchased
pursuant to  the  initial  stock  purchase  provisions  of  the  Plan,  will  be
registered in the name of the Administrator or its nominee. The number of shares
credited  to  an account  under  the Plan  will  be shown  on  the participant's
quarterly  statement  of  account.  This   protects  against  loss,  theft,   or
destruction of stock certificates.

Certificates for such shares will not be issued to a participant except upon
the  participant's termination of participation in the Plan or withdrawal of all
or a portion of the shares from the participant's account. Upon a  participant's
termination   of  participation  in  the  Plan,  the  participant  will  receive
certificates for whole shares credited to  the participant's account and a  cash
payment for any fraction of a share. Upon a participant's withdrawal of all or a
portion  of  the shares  from the  participant's  account, the  participant will
receive certificates  for  whole  shares  so withdrawn,  but  in  no  case  will
certificates for fractional shares be issued.

Accounts under the Plan are maintained in the names in which certificates of
the  participants were registered at  the time they entered  the Plan, or in the
case of those persons entering the  Plan pursuant to the initial stock  purchase
provisions  of the Plan, in the names designated on the Bancorp-approved initial
stock purchase form.

TERMINATION OF PARTICIPATION

Participation in the Plan may be terminated by a participant at any time. In
order to terminate participation in the Plan, a participant must send a  written
request to The Bank of New York, Dividend Reinvestment Department, Church Street
Station,  P.O. Box 11260,  New York, N.Y. 10286-1260.  When participation in the
Plan is terminated, certificates for whole shares credited to the  participant's
account  under the Plan will be  issued and a cash payment  will be made for any
fraction of a  share. Certificates for  fractions of shares  will not be  issued
under any circumstances, and any cash payments will be based on the then current
market price of the stock.

Any  notice of termination received after a dividend record date will not be
effective until dividends paid  for such record date  have been credited to  the
participant's Plan account.

SALE OF SHARES

A  participant who wishes to receive cash  in lieu of shares upon withdrawal
or termination of participation may request the Administrator, as agent for  the
participant,  to  sell such  shares  on the  open market  and  to remit  the net
proceeds to the participant.  The net proceeds will  equal the selling price  of
the  shares on the date of sale less  brokerage commission, a service fee of the
Administrator charged in connection with such sale, and any applicable taxes  to
be  paid or withheld by  the Administrator. Any fractional  shares credited to a
participant under the Plan upon withdrawal  or termination will be converted  to
cash on the basis of the then current market price of the stock.

EFFECTIVE DATE

The  original effective date of  the Plan was January  1, 1980. The terms of
the Plan as  described in this  Prospectus apply to  purchases of Common  Shares
under the Plan occurring after the date of this Prospectus.

SAFEKEEPING OF SHARES

In  accordance with such procedures as the Administrator may adopt from time
to time, a participant may deliver to the Administrator certificates for  shares
of  Bancorp common stock participating  in the Plan of  which the participant is
the record holder.  The Administrator will  register such shares  in its or  its
nominee's

7

name,  but the participant will remain the  beneficial owner of such shares. The
Administrator will maintain an individual account in the name of the participant
to record the participant's beneficial ownership of such shares.

The Administrator  will charge  the participant,  and the  participant  (not
Bancorp)  shall be liable  for, a fee of  $7.00 for each  deposit of shares into
such an account. The Administrator currently does not charge any additional fees
in connection with such an account, but  it reserves the right to increase  such
fee or impose additional fees at any time.

LIMITATION OF LIABILITY

Neither  Bancorp,  the  Administrator,  nor  any  of  their representatives,
employees, or agents shall be liable under  the Plan or this Prospectus for  any
act  done  in good  faith, or  for any  good faith  omission to  act, including,
without limitation, any claims of liability (1)  arising out of any such act  or
omission  to act that occurs prior  to a participant's terminating participation
pursuant to the terms of the Plan, and  (2) with respect to the prices at  which
shares  are purchased for the participant's account and the times such purchases
are made.

OTHER INFORMATION

If a participant who  is reinvesting dividends  on all or  a portion of  the
Common Shares registered in the participant's name disposes of a portion of such
shares,  the  dividends on  the  remainder of  the  shares will  continue  to be
reinvested under the Plan. For example, if a participant authorized reinvestment
of the cash dividends on  50 shares of a total  of 100 shares registered in  the
participant's  name  and  then  the  participant  disposed  of  25  shares,  the
Administrator would  continue  to reinvest  the  cash  dividends on  50  of  the
remaining  75 shares.  If instead,  the participant  disposed of  75 shares, the
Administrator would  continue to  reinvest  the cash  dividends  on all  of  the
remaining 25 shares.

If   a  participant  disposes  of  all   Common  Shares  registered  in  the
participant's name, the Administrator will continue to reinvest the dividends on
the shares credited to the participant's account under the Plan until  otherwise
notified.

If a participant has an account in the Plan, all stock distributable to such
participant  as a result  of a stock dividend  or stock split  by Bancorp on its
Common Stock (including stock distributable on  shares of Common Stock that  are
not held of record by the Administrator under the Plan) shall be credited to the
participant's  account in the  Plan. If a  Bancorp shareholder does  not have an
account in the Plan, all stock distributable to such shareholder as a result  of
a  stock dividend or stock  split by Bancorp on its  Common Stock will be mailed
directly to the shareholder.

Common Shares credited to  the account of a  participant under the Plan  may
not  be pledged or  encumbered. A participant  who wishes to  pledge or encumber
such shares must request that the certificates for such shares be issued in  the
participant's name.

Pursuant  to such rules as the Administrator and Bancorp may agree upon from
time to time, a participant may transfer shares from one account in the Plan  to
another  account  in the  Plan  or may  direct that  shares  be issued  from the
participant's account  in the  Plan  to another  person.  Any such  transfer  or
issuance must be made upon such forms as the Administrator may require.

The  participant agrees to  notify the Administrator  promptly in writing of
any change  of  address. Notices  to  the participant  may  be given  by  letter
addressed  to the  participant at  his or  her last  address of  record with the
Administrator.

8

The Administrator will forward all proxy materials including a form of proxy
and return envelope covering all shares owned by a participant to be voted, such
proxy to be returned by the participant to Bancorp or Bancorp's proxy agent.

If no  instructions  are  received  on a  proxy  card  or  instruction  form
returned,  properly signed, with respect to any  item thereon, all of the shares
credited to the participant's account under the Plan will be voted in accordance
with  the  recommendations  of  Bancorp's  management.  If  the  proxy  card  or
instruction  form is  not returned or  if it  is returned unsigned,  none of the
participant's shares will be voted unless the participant votes in person.

Bancorp reserves the right to suspend, modify, or terminate the Plan at  any
time. The Chairman of the Board of Bancorp may suspend the Plan at any time. All
participants  will  receive  notice  of any  such  suspension,  modification, or
termination. Upon termination  of the  Plan by Bancorp,  certificates for  whole
shares  credited to a participant's account under  the Plan will be issued and a
cash payment will be made for any fraction of a share.

Participants should recognize that Bancorp cannot assure them of a profit or
protect them against a loss  on the Common Shares  purchased under the Plan.  As
with  any investment there is  an element of risk and  there can be no guarantee
that every dollar invested will produce a given amount of income.

FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN

Certain federal income tax consequences  of participating in the Plan  under
federal  income  tax law  existing  as of  the date  of  this Prospectus  are as
follows:

1.    In  connection  with  Common  Shares  purchased  with   reinvested
dividends,  the fair  market value of  the shares  purchased with reinvested
dividends constitutes dividend  income to  the shareholder  on the  dividend
payment  date. (Nonparticipating  shareholders will have  dividend income in
the amount of cash received.)

2.  The  full amount of  dividend income  will be eligible  for the  70%
dividends received deduction in the case of corporate shareholders.

3.    The  tax basis  of  Common Shares  credited  to the  account  of a
participant will be their  fair market value on  the date of their  purchase
under the Plan.

4.   A participant's holding period  for Common Shares acquired pursuant
to the Plan will begin on the day following the purchase of such shares.

5.   A  participant  will  not  realize  any  taxable  income  when  the
participant  receives certificates for  whole Common Shares  credited to the
participant's account,  either  upon  the participant's  request  for  those
shares or upon termination of participation in or termination of the Plan.

6.   A participant will realize gain  or loss when the Common Shares are
sold or exchanged, and in case of a fractional share or cash payment in lieu
of shares, when the participant receives a cash payment for a fraction of  a
share credited to the participant's account or when the participant receives
a  cash payment in lieu of  shares. The amount of such  gain or loss will be
the difference between  the amount  which the participant  receives for  the
shares or fraction of a share and the tax basis therefor.

A  Plan participant is advised to consult with his or her own tax advisor as
to the tax effects of his or her participation in the Plan.

9

USE OF PROCEEDS

The net proceeds from the sale of the Common Shares offered pursuant to  the
Plan  will  be  used  for  general  corporate  purposes  of  Bancorp,  including
investments in, or  extensions of  credit to, Bancorp's  banking and  nonbanking
subsidiaries.

Based   upon  the  past  and   anticipated  growth  of  Bancorp,  management
anticipates that Bancorp will  engage, in the  future, in additional  financings
for similar general corporate purposes.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The  following documents filed  by Bancorp with  the Securities and Exchange
Commission are  incorporated herein  by this  reference as  of their  respective
dates:

1.   Bancorp's Form 10-K Annual Report, which contains audited financial
statements for Bancorp's latest fiscal year ended December 31, 1993.

2.  All other reports of Bancorp filed pursuant to Section 13 or 15  (d)
of the Securities Exchange Act of 1934 since December 31, 1993.

3.     The  description  of  Bancorp   common  stock  contained  in  the
registration statement (and  past and  future amendments  thereto) for  such
common stock filed under Section 12 of the Securities Exchange Act of 1934.

All  documents  subsequently filed  by Bancorp  pursuant to  Sections 13(a),
13(c), 14,  or 15(d)  of  the Securities  Exchange Act  of  1934, prior  to  the
termination  of the offering of the shares  pursuant to the Plan covered by this
Prospectus, shall be deemed to be  incorporated by reference in this  Prospectus
and to be a part hereof from the date of such filing of such documents.

INTERESTS OF NAMED EXPERTS AND COUNSEL

LEGAL  OPINION. The  validity of  the shares of  common stock  to be offered
hereunder will be passed upon  for the registrant by  the law firm of  Carlsmith
Ball Wichman Murray Case & Ichiki ("Carlsmith Ball"). Charles R. Wichman, one of
the  registrant's directors, is a  retired partner of Carlsmith  Ball and is the
beneficial owner of 31,752 shares  of registrant's common stock. Carlsmith  Ball
attorneys  who  have  participated  in  the  preparation  of  this  Registration
Statement are the beneficial owners of a total of 15,105 shares of  registrant's
common stock.

EXPERTS

The  consolidated financial statements of  Bancorp incorporated by reference
in Bancorp's Annual Report (Form 10-K) for the year ended December 31, 1993 have
been audited  by Ernst  & Young,  independent auditors,  as set  forth in  their
report  thereon included  therein and incorporated  herein by  reference and are
included in reliance  upon such report  given on their  authority as experts  in
accounting and auditing.

10

[LOGO]

DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN

This  prospectus describes how you can  purchase additional common shares of
Bancorp Hawaii, Inc. by automatically reinvesting your dividends.

The Dividend  Reinvestment  and Stock  Purchase  Plan is  designed  for  all
holders  of Bancorp Hawaii, Inc.  common stock and those  who qualify to make an
initial stock purchase under the Dividend Reinvestment and Stock Purchase Plan.

BENEFITS TO OUR SHAREHOLDERS

- - You purchase additional stock with reinvested dividends.

- - You increase your Bancorp Hawaii, Inc. holdings without paying service charges
or commissions.

- - Your increased holdings will generate additional dividends.

- - You may reinvest all or part of your dividends.

- - Your record-keeping is simplified by having The  Bank of New York act as  your
agent to promptly reinvest your dividends.

- - Your participation is voluntary, and you may join or cancel whenever you wish.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses in connection with this Registration Statement are:

Registration Fee...................................................  $  11,315
---------
Printing Costs.....................................................  $   2,625
---------
Legal Expenses.....................................................  $   8,500
---------
Accounting Expenses................................................  $       0
---------
Miscellaneous......................................................  $   1,000
---------
Total..........................................................  $  23,440
---------
---------

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 415-5 of the Hawaii Revised Statutes authorizes a Hawaii corporation
to  indemnify  its directors,  officers,  employees and  agents  against certain
liabilities and expenses they  may incur in such  capacities, and provides  that
such  persons have a  right to indemnification against  expenses where they have
been successful  on the  merits or  otherwise  in defense  of certain  types  of
actions  or any issue therein. The  indemnification provided by Section 415-5 is
not exclusive  of any  other indemnification  rights that  may exist  under  any
bylaw,   agreement,  vote  of  shareholders,   or  disinterested  directors,  or
otherwise. The registrant's Restated Articles  of Incorporation provide for  the
indemnification  of the  registrant's directors,  officers, employees  or agents
against certain liabilities.  Additionally, the  registrant maintains  insurance
under  which its  directors, officers, employees  or agents  are insured against
certain liabilities.

ITEM 16.  EXHIBITS.

The exhibits to the registration statement  are listed in the Exhibit  Index
elsewhere herein.

ITEM 17.  UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

(i) To include  any prospectus  required by Section  10(a)(3) of  the
Securities Act of 1933;

(ii)  To reflect in the prospectus  any facts or events arising after
the effective  date of  the Registration  Statement (or  the most  recent
post-effective   amendment  thereof)   which,  individually   or  in  the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement;

(iii) To include any material information with respect to the plan  of
distribution  not previously  disclosed in the  Registration Statement or
any material change to such information in the Registration Statement;

Provided, however,  that paragraphs  (1)(i)  and (1)(ii)  do  not apply  if  the
Registration  Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

(2) That,  for  the  purpose  of determining  any  liability  under  the
Securities  Act of 1933, each such  post-effective amendment shall be deemed
to be  a  new registration  statement  relating to  the  securities  offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

(3)  To remove from registration by  means of a post-effective amendment
any  of  the  securities  being  registered  which  remain  unsold  at   the
termination of the offering.

II-1

(b)  The  undersigned registrant  hereby  undertakes that,  for  purposes of
determining any liability under the Securities  Act of 1933, each filing of  the
registrant's  annual report  pursuant to Section  13(a) or Section  15(d) of the
Securities Exchange  Act  of 1934  that  is  incorporated by  reference  in  the
Registration  Statement  shall  be deemed  to  be a  new  registration statement
relating to the securities offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted  to directors, officers and controlling persons  of
the   registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
registrant has been advised that in  the opinion of the Securities and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and  is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the  payment by the registrant of  expenses
incurred  or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities  being
registered, the registrant will, unless in the opinion of its counsel the matter
has  been settled  by controlling  precedent, submit  to a  court of appropriate
jurisdiction the question whether such  indemnification by it is against  public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

II-2

SIGNATURES

Pursuant  to the requirements of the Securities Act of 1933, Bancorp Hawaii,
Inc. certifies that it has  reasonable grounds to believe  that it meets all  of
the  requirements for filing on  Form S-3 and has  duly caused this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized, in Honolulu, Hawaii, on the 27th day of July, 1994.

BANCORP HAWAII, INC.

By      /s/ H. HOWARD STEPHENSON

------------------------------------
H. Howard Stephenson
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER

Pursuant   to  the  requirements  of  the   Securities  Act  of  1933,  this
registration statement or  amendment thereto  has been signed  by the  following
persons in the capacities and on the date indicated.

SIGNATURE                         TITLE                  DATE
- -----------------------------------  -------------------------  ----------------
/s/ H. HOWARD
STEPHENSON               Chairman of the Board and
- -----------------------------------   Chief Executive Officer    July 27, 1994
H. Howard Stephenson           and Director

*
- -----------------------------------  President and Director      July 27, 1994
Lawrence M. Johnson

*
- -----------------------------------  Director                    July 27, 1994
Peter D. Baldwin

*
- -----------------------------------  Director                    July 27, 1994
Mary G.F. Bitterman

*
- -----------------------------------  Director                    July 27, 1994
Thomas B. Hayward

*
- -----------------------------------  Director                    July 27, 1994
David A. Heenan

*
- -----------------------------------  Director                    July 27, 1994
Stuart T.K. Ho

II-3

SIGNATURE                         TITLE                  DATE
- -----------------------------------  -------------------------  ----------------

*
- -----------------------------------  Director                    July 27, 1994
Herbert M. Richards, Jr.

*
- -----------------------------------  Director                    July 27, 1994
Fred E. Trotter

*
- -----------------------------------  Director                    July 27, 1994
Charles R. Wichman

*
- -----------------------------------  Director                    July 27, 1994
K. Tim Yee

*
- -----------------------------------  Chief Financial Officer     July 27, 1994
David A. Houle

*
- -----------------------------------  Chief Accounting Officer    July 27, 1994
Denis K. Isono

*By     /s/ H. HOWARD
STEPHENSON
--------------------------------
(H. Howard Stephenson,
Attorney-in-Fact)

II-4

EXHIBIT INDEX

SEQUENTIALLY
NO.                                            DESCRIPTION                                           NUMBERED PAGE
- -------------  --------------------------------------------------------------------------------------  -------------------

(4)     Bancorp Hawaii, Inc. Dividend Reinvestment and Stock Purchase Plan....................

(5)     Opinion of Carlsmith Ball Wichman Murray Case & Ichiki re legality....................

(8)     Opinion of Carlsmith Ball Wichman Murray Case & Ichiki re tax matters.................

(23)(a)  Consent of Ernst & Young..............................................................
(b)  Consent of Carlsmith Ball Wichman Murray Case & Ichiki
(see Exhibits (5) and (8))...........................................................

(24)(a)  Power of Attorney of Bancorp Hawaii, Inc., and the Directors and Officers.............
(b)  Power of Attorney of Chief Accounting Officer Denis K. Isono..........................

BANCORP HAWAII, INC.
DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN

SECTION 1.  NAME AND NUMBER OF SHARES

The  dividend reinvestment and  stock purchase plan  of Bancorp Hawaii, Inc.
(hereinafter "Bancorp") shall be known  as the "Dividend Reinvestment and  Stock
Purchase Plan" (hereinafter the "Plan"). The number of shares of Common Stock of
Bancorp  (hereinafter "Common  Stock") that may  be issued pursuant  to the Plan
shall be fixed from time to time by the Board of Directors of Bancorp.

SECTION 2.  ADMINISTRATION AND COSTS

The administrator of the Plan  (hereinafter the "Administrator"), who  shall
administer  the Plan for participants, keep records, send statements of accounts
to participants, and  perform other duties  relating to the  Plan, shall be  The
Bank of New York.

SECTION 3.  INITIAL STOCK PURCHASE

An  employee, retired employee, or director of  Bancorp or any member of the
controlled group of corporations (as defined in Section 1563(a) of the  Internal
Revenue  Code  of 1986)  of  which Bancorp  is  a member  (hereinafter "Eligible
Employee") who is not a  stockholder of record or  a beneficial owner of  Common
Stock  participating  in the  Plan  (except for  shares  of Bancorp  held  in an
individual retirement account of which  such individual is the beneficial  owner
and  of which Bank of  Hawaii is the custodian) may  become a participant in the
Plan by purchasing shares of Common Stock pursuant to a Bancorp-approved initial
stock purchase form. Such  forms shall be made  available by and upon  execution
shall be returned to the Corporate Secretary Department of Bancorp.

An  individual retirement account  of which Bank of  Hawaii is the custodian
and which is not a stockholder of  record or a beneficial owner of Common  Stock
participating  in the Plan  may become a  participant in the  Plan by purchasing
shares of Common  Stock pursuant  to a Bancorp-approved  initial stock  purchase
form. Such forms shall be made available by and upon execution shall be returned
to the Corporate Secretary Department of Bancorp.

An  individual who is  a resident of  the State of  Hawaii and who  is not a
stockholder of record or a beneficial owner of Common Stock participating in the
Plan (except for shares of Bancorp  held in an individual retirement account  of
which such individual is the beneficial owner and of which Bank of Hawaii is the
custodian)  may become a participant in the  Plan by purchasing shares of Common
Stock pursuant to  a Bancorp-approved  initial stock purchase  form. Such  forms
shall be made available by and upon execution shall be returned to the Corporate
Secretary Department of Bancorp. This paragraph shall be effective only upon the
written  approval by the Chairman of the Board of Bancorp, which approval may be
revoked at any time.

A person or individual retirement account making a purchase of Common  Stock
under  this Section 3 shall  be a participant in the  Plan and shall be eligible
thereafter to  make  optional  payments  pursuant to  the  Plan.  Initial  stock
purchase  payments and optional  payments may not exceed  an aggregate of $5,000
per calendar quarter.

SECTION 4.  DIVIDEND REINVESTMENT AND OPTIONAL PAYMENTS

All holders of record of Common Stock shall be eligible to join the Plan  at
any  time. Each  participant in  the Plan  shall remain  a participant  until he
withdraws from the Plan. An eligible shareholder may join the Plan by completing
and signing the Bancorp-approved authorization form (hereinafter  "Authorization
Form").  Authorization Forms shall be made available by and upon execution shall
be returned to the Corporate Secretary Department of Bancorp.

The Authorization Form shall permit  an eligible shareholder to  participate
in  the  Plan by  checking  the appropriate  box.  The shareholder  may indicate
whether  he   wishes   (i)   to   reinvest  dividends   paid   on   all   or   a

EXHIBIT (4)

portion  of the shares of Common Stock  registered in his name, (ii) to reinvest
dividends paid on all or a portion  of the shares of Common Stock registered  in
his name and purchase stock with optional cash payments, or (iii) to participate
in the Plan by making optional cash payments only.

Shareholders  of record of  Common Stock, or persons  or entities who become
participants in  the Plan  pursuant to  Section 3,  who submit  a completed  and
signed  Authorization Form shall  be eligible to make  optional cash payments of
not less than $25 at any time. An initial optional payment of not less than  $25
may  be made by a participant when enrolling by enclosing a check or money order
with the Authorization Form. Thereafter, optional payments of not less than  $25
may  be  made at  any time  and the  amount  may be  varied each  time, subject,
however, to the  maximum limit on  optional payments per  calendar quarter.  The
Administrator  shall send a receipt for each optional payment. No interest shall
be paid on optional payments prior to their investment in Common Stock.

Optional payments  may  not  exceed  an aggregate  of  $5,000  per  calendar
quarter.

SECTION 5.  PURCHASE AND ACCOUNT RULES

Cash dividends on Common Stock participating in the Plan shall be applied to
the  purchase  of  additional Common  Stock  on  behalf of  the  participants on
dividend payment dates. To reinvest  cash dividends, an Authorization Form  must
be  received on  or before  the dividend record  date on  which it  is to become
effective.

Any initial purchase payment or optional  payment that has been received  by
the  Corporate Secretary Department of Bancorp prior to the last business day of
a month shall be applied  to the purchase of  additional shares of Common  Stock
(i) on the dividend payment date of the following month if a dividend is payable
in such following month or (ii) on the tenth business day of the following month
if no dividend is payable in such following month.

The  price of shares of Common Stock  purchased under the Plan shall be 100%
of the market price.

For purposes of the Plan, market price  shall be determined on the basis  of
the  average of the last sale prices for a share of Common Stock on the New York
Stock Exchange  for  the period  of  five trading  days  ending on  the  day  of
purchase.  If there is no trading in the  Common Stock during any trading day in
the five-day period, the market price and the purchase price based thereon shall
be determined  by  the  management  of  Bancorp on  the  basis  of  such  market
quotations  as  shall be  deemed appropriate.  In no  event, however,  shall the
purchase price be less than the par value of the Common Stock.

Each participant's account  shall be  credited with that  number of  shares,
including  fractions computed to four decimal  places, equal to the total amount
to be invested, divided by the applicable purchase price per share.

Shares of Common Stock purchased under  the Plan shall be registered in  the
name of the Administrator or a nominee selected by the Administrator and held as
agent  for the participants.  The Administrator shall  receive dividends for all
shares of Common  Stock held  in the  Plan on  the dividend  record date,  shall
credit  such dividends to  the participants' accounts  on the basis  of full and
fractional shares held in these accounts, and shall automatically reinvest  cash
dividends in additional shares of Common Stock at 100% of the market price.

Shares shall not be issued to participants except as set forth in Sections 7
and 8 hereof.

In the case of dividends on Common Stock subject to United States income tax
withholding,  the amount of tax to be withheld shall be deducted from the amount
of dividends on Common Stock to determine the amount of dividends to reinvest.

SECTION 6.  REPORTS TO PARTICIPANTS

Participants shall receive quarterly  statements of account showing  amounts
invested,  purchase prices, shares purchased, and other information for the year
to date. In addition, each participant shall receive copies of Bancorp's  annual
and  quarterly reports  to shareholders,  proxy statements,  and information for
income tax reporting purposes.

2

SECTION 7.  CHANGE IN OR TERMINATION OF PARTICIPATION IN PLAN

A participant may change the terms of  his participation in the Plan at  any
time  by completing and signing a new Authorization Form and returning it to the
Corporate  Secretary  Department  of  Bancorp.   Any  change  with  respect   to
reinvestment of dividends must be received by the dividend record date for which
the dividend is to be paid.

A participant may terminate participation in the Plan at any time by written
notification  to the  Administrator. However,  the subsequent  dividend shall be
reinvested pursuant to the terms of the Plan unless the notice of termination is
received by the first day of the month preceding the month in which the dividend
is to be  paid. Upon such  a termination of  participation (and, if  applicable,
subsequent dividend reinvestment), certificates for whole shares credited to the
participant's  account shall be issued and a  cash payment shall be made for any
fraction of a  share. The cash  payment for any  shares or fraction  of a  share
shall be based on the then current market price per share.

If  a participant wishes to receive cash  in lieu of shares upon termination
of participation in the Plan, the participant may request the Administrator  (as
agent  for the  participant) to  sell the  shares credited  to the participant's
account on the open market  and remit the net  proceeds to the participant.  The
net  proceeds  shall  equal  the  sales  price  of  the  shares  less  brokerage
commission, the service fee of the Administrator charged in connection with such
sale, and any applicable taxes to be  paid by or withheld by the  Administrator.
Any  fractional shares credited  to the participant's account  shall not be sold
but shall be converted to cash on the basis of the then current market price.

SECTION 8.  WITHDRAWAL OR TRANSFER OF SHARES IN PLAN

A participant may withdraw all or a  portion of shares of Common Stock  from
his  account  by  notifying the  Administrator  in  writing to  that  effect and
specifying the number of shares to  be withdrawn. Certificates for whole  shares
of  Common Stock so withdrawn shall be issued, but in no case shall certificates
for fractional  shares be  issued. Any  notice of  withdrawal received  after  a
dividend  record date shall  not be effective  as to such  dividends until those
dividends are paid and credited to the participant's account.

If a  participant wishes  to receive  cash in  lieu of  shares upon  such  a
withdrawal,  the participant  may request  the Administrator  (as agent  for the
participant) to sell  the shares credited  to the participant's  account on  the
open  market and  remit the  net proceeds to  the participant.  The net proceeds
shall equal the sales price of the shares less brokerage commission, the service
fee of  the  Administrator  charged  in  connection  with  such  sale,  and  any
applicable taxes to be paid by or withheld by the Administrator.

Any  remaining shares and fractions thereof shall continue to be credited to
the participant's account.

Pursuant to such rules as the Administrator and Bancorp may agree upon  from
time  to time, a participant may transfer shares from one account in the Plan to
another account  in the  Plan  or may  direct that  shares  be issued  from  the
participant's  account  in the  Plan  to another  person.  Any such  transfer or
issuance must be made upon such forms as the Administrator may require.

SECTION 9.  MISCELLANEOUS MATTERS RELATING TO ACCOUNTS

If a participant disposes of all or a portion of the shares of Common  Stock
registered  in his  own name, unless  the participant also  withdraws all shares
held in his account under the Plan, the Administrator shall continue to reinvest
the dividends  on the  shares held  in the  participant's Plan  account. Such  a
participant  may continue to make  optional cash payments so  long as shares are
held in his account under the Plan.

If a participant has an account in the Plan, all stock distributable to such
participant as a result  of a stock  dividend or stock split  by Bancorp on  its
Common  Stock (including stock distributable on  shares of Common Stock that are
not held of record by the Administrator under the Plan) shall be credited to the
participant's account in the Plan.

Shares credited to a participant's account under the Plan may not be pledged
or encumbered by a participant.

3

Neither Bancorp,  the Administrator,  nor any  representative, employee,  or
agent of Bancorp or the Administrator shall be liable under the Plan for any act
done  in good faith or  for any good faith omissions  to act, including (but not
limited to) any claims of liability (i) arising out of any such act or  omission
to  act that occurs prior to  a participant's terminating participation pursuant
to the terms of the Plan and (ii) with respect to the prices at which shares are
purchased for a participant's account and the times such purchases are made.

All shares of Common Stock credited  to the participant's account under  the
Plan  shall  be  voted  as  the  participant directs  on  a  proxy  card.  If no
instructions are  received on  a signed  proxy card,  all of  the  participant's
shares  shall  be  voted in  accordance  with the  recommendations  of Bancorp's
management. If the proxy  card is not  returned or if  it is returned  unsigned,
none  of the participant's shares shall be voted unless the participant votes in
person.

SECTION 10.  AMENDMENT, SUSPENSION, AND REINSTITUTION OF PLAN

Bancorp intends to continue the Plan indefinitely, but reserves the right to
suspend or terminate the Plan  at any time. Bancorp  also reserves the right  to
make  any additions or modifications  to the Plan. The  Chairman of the Board of
Bancorp may suspend the Plan at any  time, may interpret the Plan, and may  make
additions  or modifications  thereto that  are not  inconsistent with  the above
provisions of the Plan. In the event  of a suspension of the Plan, the  Chairman
of  the Board of Bancorp may determine the date, if any, on which the Plan shall
be reinstituted.

In the event that the  number of shares of Common  Stock to be purchased  by
the participants in the Plan exceeds the balance of the shares authorized by the
Board  of Directors  to be  sold pursuant to  the Plan,  then the  Plan shall be
automatically suspended with respect to future purchases until such time as  the
Board  of Directors of Bancorp has  authorized additional shares of Common Stock
to be sold pursuant to the Plan.

In the  event  of  automatic suspension  of  the  Plan as  provided  in  the
preceding  paragraph, then (i) on  the date of such  automatic suspension of the
Plan, the number of shares  of Common Stock to be  sold shall be prorated  among
the  participants purchasing shares on  such date, and (ii)  the Chairman of the
Board of Bancorp shall determine the date of the commencement of the Plan  after
the  Board of Directors has  authorized the sale of  additional shares of Common
Stock pursuant to the Plan.

SECTION 12.  PROFIT SHARING PLAN MEMBERS

For purposes of this Plan, each member of the Bank of Hawaii Profit  Sharing
Plan  who has an interest in the Bancorp  Stock Fund of said profit sharing plan
shall be  regarded  as a  holder  of record  of  Common Stock  and  an  Eligible
Employee.

SECTION 13.  SAFEKEEPING OF SHARES

In  accordance with such procedures as the Administrator may adopt from time
to time, a participant may deliver to the Administrator certificates for  shares
of  Bancorp Common Stock participating  in the Plan of  which the participant is
the record holder. The  Administrator shall register such  shares in its or  its
nominee's  name and  shall maintain  an individual  account in  the name  of the
participant to record the participant's beneficial ownership of such shares.

The Administrator shall charge the participant, and the participant shall be
liable for, such fees as the Administrator shall impose for such account.

4

July 26, 1994

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

DIRECT DIAL NUMBER:
(808) 523-2500

Bancorp Hawaii, Inc.
130 Merchant Street
Honolulu, Hawaii 96813

Gentlemen:

Bancorp  Hawaii, Inc. (the "Company") has  filed a Registration Statement on
Form S-3  under  the  Securities  Act of  1933  (the  "Registration  Statement")
covering  shares of common stock of the  Company to be purchased pursuant to the
Bancorp Hawaii, Inc. Dividend Reinvestment and Stock Purchase Plan.

We have  examined  a copy  of  said  Registration Statement.  We  have  also
examined  the  Restated  Articles  of  Incorporation  of  the  Company  and such
corporate records of the Company and other  documents as we deem pertinent as  a
basis for the opinions hereinafter expressed.

Based on the foregoing, we are of the opinion that:

1.   The Company is a corporation duly incorporated and validly existing
under the laws of the State of Hawaii.

2.  Shares of  common stock of  the Company when issued  and sold by  it
pursuant  to  and  in  accordance with  the  Bancorp  Hawaii,  Inc. Dividend
Reinvestment and Stock Purchase Plan will be legally issued, fully paid, and
non-assessable.

We hereby  consent to  the filing  of this  opinion as  an Exhibit  to  said
Registration Statement.

Very truly yours,

CARLSMITH BALL WICHMAN MURRAY
CASE & ICHIKI

By /s/ J. THOMAS VAN WINKLE

------------------------------------
Its Partner

EXHIBIT (5)

July 26, 1994

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

DIRECT DIAL NUMBER:
(808) 523-2500

Bancorp Hawaii, Inc.
130 Merchant Street
Honolulu, Hawaii 96813

Gentlemen:

Bancorp  Hawaii, Inc. (the "Company") has  filed a Registration Statement on
Form S-3  under  the  Securities  Act of  1933  (the  "Registration  Statement")
covering  shares of common stock of the  Company to be purchased pursuant to the
Bancorp Hawaii, Inc. Dividend Reinvestment and Stock Purchase Plan (the "Plan").

We have  examined  a copy  of  said  Registration Statement.  We  have  also
examined  the  Restated  Articles  of  Incorporation  of  the  Company  and such
corporate records of the Company and other  documents as we deem pertinent as  a
basis for the opinions hereinafter expressed.

Based  on the foregoing, we  are of the opinion  that the federal income tax
consequences of participating in the Plan  set forth under the heading  "Federal
Income  Tax Consequences of Participation in the Plan" in the prospectus forming
a part of the Registration Statement are as specified therein.

We hereby  consent to  the filing  of this  opinion as  an Exhibit  to  said
Registration Statement.

Very truly yours,

CARLSMITH BALL WICHMAN MURRAY
CASE & ICHIKI

By /s/ J. THOMAS VAN WINKLE

------------------------------------
Its Partner

EXHIBIT (8)

CONSENT OF ERNST & YOUNG
INDEPENDENT AUDITORS

We  consent to the incorporation by reference in this Registration Statement
of our report  dated January, 1994  with respect to  the consolidated  financial
statements  and schedules of Bancorp Hawaii,  Inc. included in its Annual Report
(form 10-K) for the year ended December 31, 1993, filed with the Securities  and
Exchange Commission.

ERNST & YOUNG

Honolulu, Hawaii
July 26, 1994

EXHIBIT (23)(A)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that BANCORP HAWAII, INC. (the "Company") and
the  directors and officers of the Company  whose names are signed hereto hereby
constitute and appoint  H. HOWARD  STEPHENSON, LAWRENCE M.  JOHNSON, RICHARD  J.
DAHL,  DAVID A. HOULE, or J. THOMAS VAN  WINKLE of Honolulu, Hawaii, and each of
them (with full  power to  each of  them to act  alone), their  true and  lawful
attorneys  and agents to do any  and all acts and things  and to execute any and
all instruments  that  said attorneys  and  agents, or  any  of them,  may  deem
necessary  or advisable or may require to  enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations, or  requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the  registration under the Securities Act of  1933 of shares of common stock of
the Company  that may  be issued  in connection  with the  Bancorp Hawaii,  Inc.
Dividend  Reinvestment  and  Stock Purchase  Plan,  including  specifically, but
without limiting the generality  of the foregoing, power  and authority to  sign
the  names of  the Company  and the  undersigned directors  and officers  in the
capacities indicated  below  to the  registration  statements and  any  and  all
amendments and supplements to any registration statement (including specifically
and  without limitation  to the  generality of  the foregoing,  any amendment or
amendments changing the number of shares of common stock) and to any instruments
or documents  filed as  a  part of  or in  connection  with said  amendments  or
supplements  to said registration statements,  and the undersigned hereby ratify
and confirm all  that said attorneys  and agents, or  any of them,  shall do  or
cause to be done by virtue thereof.

IN  WITNESS WHEREOF, Bancorp Hawaii, Inc.  and the undersigned directors and
officers of Bancorp Hawaii, Inc. have hereunto  set their hands as of this  27th
day  of July,  1994. This  Power of Attorney  may be  executed in  any number of
counterparts by one or more of the officers or directors.

BANCORP HAWAII, INC.

By /s/ LAWRENCE M. JOHNSON

------------------------------------
Its President

By /s/ RUTH MIYASHIRO

------------------------------------
Its Vice President and Secretary

/s/ H. HOWARD STEPHENSON

--------------------------------------
H. HOWARD STEPHENSON
Chairman of the Board, Chief Executive
Officer
and Director

/s/ LAWRENCE M. JOHNSON

--------------------------------------
LAWRENCE M. JOHNSON
President and Director

/s/ PETER D. BALDWIN

--------------------------------------
PETER D. BALDWIN, Director

/s/ MARY G.F. BITTERMAN

--------------------------------------
MARY G.F. BITTERMAN, Director

EXHIBIT (24)(A)

/s/ THOMAS B. HAYWARD

--------------------------------------
THOMAS B. HAYWARD, Director

/s/ DAVID A. HEENAN

--------------------------------------
DAVID A. HEENAN, Director

/s/ STUART T.K. HO

--------------------------------------
STUART T.K. HO, Director

/s/ HERBERT M. RICHARDS, JR.

--------------------------------------
HERBERT M. RICHARDS, JR., Director

/s/ FRED E. TROTTER

--------------------------------------
FRED E. TROTTER, Director

/s/ CHARLES R. WICHMAN

--------------------------------------
CHARLES R. WICHMAN, Director

/s/ K. TIM YEE

--------------------------------------
K. TIM YEE, Director

/s/ DAVID A. HOULE

--------------------------------------
DAVID A. HOULE
Chief Financial Officer

POWER OF ATTORNEY

KNOW  ALL  MEN BY  THESE PRESENTS  that the  undersigned officer  of BANCORP
HAWAII,  INC.  (the  "Company")  hereby  constitutes  and  appoints  H.   HOWARD
STEPHENSON,  LAWRENCE M. JOHNSON, RICHARD J. DAHL,  DAVID A. HOULE, or J. THOMAS
VAN WINKLE of Honolulu,  Hawaii, and each  of them (with full  power to each  of
them  to act alone), his true and lawful  attorneys and agents to do any and all
acts and things and to execute any  and all instruments that said attorneys  and
agents, or any of them, may deem necessary or advisable or may require to enable
the  Company to  comply with  the Securities  Act of  1933, as  amended, and any
rules, regulations, or requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities Act of
1933 of shares of common stock of  the Company that may be issued in  connection
with  the Bancorp  Hawaii, Inc. Dividend  Reinvestment and  Stock Purchase Plan,
including specifically, but  without limiting the  generality of the  foregoing,
power and authority to sign the names of the Company and the undersigned officer
in  the capacity indicated below to the  registration statements and any and all
amendments and supplements to any registration statement (including specifically
and without limitation  to the  generality of  the foregoing,  any amendment  or
amendments changing the number of shares of common stock) and to any instruments
or  documents  filed as  a  part of  or in  connection  with said  amendments or
supplements to said registration statements, and the undersigned hereby ratifies
and confirms all that  said attorneys and  agents, or any of  them, shall do  or
cause to be done by virtue thereof.

IN  WITNESS WHEREOF,  the undersigned  officer of  Bancorp Hawaii,  Inc. has
hereunto set his hand as of this 25th day of July, 1994.

/s/ DENIS K. ISONO

--------------------------------------
DENIS K. ISONO
Chief Accounting Officer
Bancorp Hawaii, Inc.

EXHIBIT (24)(B)