SEC 1746
(11-02)

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UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires: December 31, 2005

SCHEDULE 13D

Estimated average burden hours per response. . 11

Item 1.

Security and Issuer

This Schedule 13D relates to the shares of common stock, par value $.01 per share (“Common Stock”), of Bank of Hawaii Corporation, a Delaware corporation (the “Company”).  The Company’s principal place of business is located at 130 Merchant Street, Honolulu, HI  96813.

Item 2.

Identity and Background

(a)

This Schedule 13D is filed on behalf of Michael E. O’Neill.

(b)

Mr. O’Neill’s business address is 130 Merchant Street, Honolulu, HI  96813.

(c)

Mr. O’Neill is the Chairman of the Board, Chief Executive Officer and President of the Company and its principal subsidiary, the Bank of Hawaii (the “Bank”).  Both the Company and the Bank are located at 130 Merchant Street, Honolulu, HI  96813. 

(d)

During the last five years, Mr. O’Neill has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, Mr. O’Neill was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Mr. O’Neill is a citizen of the United States of America.

Item 3.

Source and Amount of Funds or Other Consideration

714,069 of the shares of Common Stock that may be deemed to be beneficially owned by Mr. O’Neill were acquired using Mr. O’Neill’s personal funds.

2,512,000 of the shares of Common Stock that may be deemed to be beneficially owned by Mr. O’Neill are subject to exercisable stock options granted to Mr. O’Neill under the under the Company’s Stock Option Plan of 1994, as amended (the “Plan”), and therefore may be acquired within sixty days.

152,273 of the shares of Common Stock that may be deemed to be beneficially owned by Mr. O’Neill are owned by the Bank of Hawaii Charitable Foundation (the “Foundation”), of which Mr. O’Neill is president.  Mr. O’Neill disclaims beneficial ownership of these shares.

Item 4.

Purpose of Transaction

Mr. O’Neill acquired all of his shares of Common Stock for investment purposes.

Mr. O’Neill is Chairman of the Board, Chief Executive Officer and President of the Company and the Bank.  He intends to continue to participate in the management and operations of the Company in a manner commensurate with these positions.  Mr. O’Neill may from time to time acquire additional shares of Common Stock using personal funds through a broker or in privately negotiated transactions.  Of the shares of Common Stock that Mr. O’Neill may be deemed to own beneficially, 2,512,000 are subject to options that are currently exercisable.  From time to time, Mr. O’Neill also may be granted additional options or restricted stock in consideration of his employment by the Company.

Except as described above, Mr. O’Neill currently has no material plans or proposals which relate to or would result in:

(a)

The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;

(b)

An extraordinary corporate transaction, such as a merger, reorganization  or liquidation  involving the Company or any of its subsidiaries;

(c)

A sale or transfer of a material amount of assets of the Company or any of its subsidiaries;

(d)

Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies  on the board;

(e)

Any material change in the present capitalization or dividend policy of the Company;

(f)

Any other material change in the Company’s business or corporate structure;

(g)

Changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;

(h)

Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)

A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g) (4) of the Act; or

(j)

Any action similar to any of those enumerated above.

Item 5.

Interest in Securities of the Issuer

(a)

Mr. O’Neill may be deemed to own beneficially 3,378,342 shares of Common Stock, which represents approximately 6.0% of the issued and outstanding shares of Common Stock as of November 3, 2003.  As noted above in Item 3, the shares of Common Stock deemed to be owned beneficially by Mr. O’Neill include his exercisable options to purchase Common Stock, as well as 152,273 shares of Common Stock owned by the Foundation of which Mr. O’Neill disclaims beneficial ownership.  The percentage of the issued and outstanding shares of Common Stock is based upon the 55,985,035 shares of Common Stock actually issued and outstanding as of November 3, 2003, plus Mr. O’Neill’s vested options, but not including any other options, whether vested or unvested.

(b)

Of the shares of Common Stock that may be deemed to be owned beneficially by Mr. O’Neill, he has sole voting and dispositive power over 3,226,069 shares, including those which he may acquire pursuant to exercisable options, and shared voting and dispositive power over 152,273 shares, representing the shares owned by the Foundation of which he disclaims beneficial ownership.  Mr. O’Neill shares voting and dispositive power over the Foundation’s shares with the other members of the Foundation's Board of Directors.

(c)

Mr. O’Neill effected no transactions in Common Stock during the last sixty days, except as follows.  On October 27, 2003 Mr. O’Neill gifted 27,088 Common Stock to a non-profit charitable organization. The shares had a market value of $36.79 per share on that date. On November 3, 2003, options to purchase 737,333 shares that were granted to Mr. O’Neill on November 3, 2000 in consideration of his employment by the Company became exercisable at an exercise price of $13.5625 per share.

(d)

The Board of Directors of the Foundation has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned by the Foundation, of which Mr. O’Neill disclaims beneficial ownership.  Except for the foregoing, Mr. O’Neill knows of no other person has the right to receive who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock which he may be deemed to beneficially own.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Mr. O’Neill’s options are subject to the terms and conditions of the Company’s Stock Option Plan of 1994, as amended, and his individual option and restricted stock grant agreements there under.  Other than the foregoing, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between Mr. O’Neill and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.

Material to Be Filed as Exhibits

1.

The Company’s Stock Option Plan of 1994 (incorporated by reference from the Company’s Registration Statement on Form S-8, Reg. No. 33-54777, as filed on July 28, 1994).

2.

The Company’s Stock Option Plan of 1994 Amendment 97-1 (incorporated by reference from Exhibit 10.13 to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 1998, as filed on March 1, 1999 (the “1998 10-K”).

3.

The Company’s Stock Option Plan of 1994 Amendment 97-2 (incorporated by reference from Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A for the 1998 Annual Meeting of Shareholders, as filed on March 13, 1998.

4.

The Company’s Stock Option Plan of 1994 Amendment 99-1 (incorporated by reference from Exhibit 10.10 to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2000, as filed on March 8, 2001 (the “2000 10-K”)).

5.

The Company’s Stock Option Plan of 1994 Amendment 99-2 (incorporated by reference from Exhibit 10.15 to the 1998 10-K).

6.

The Company’s Stock Option Plan of 1994 Amendment 2000-1 (incorporated by reference to Exhibit 10.12 to the 2000 10-K).

7.

The Company’s Stock Option Plan of 1994 Amendment 2000-2 (incorporated by reference from Exhibit 10.13 to the 2000 10-K).

8.

The Company’s Stock Option Plan of 1994 Amendment 2000-3 (incorporated by reference from Exhibit 10.14 to the 2000 10-K).

9.

The Company’s Stock Option Plan of 1994 Amendment 2001-1 (incorporated by reference from Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (as filed on March 8, 2002) (the “2001 10-K”)).

10.

The Company’s Stock Option Plan of 1994 Amendment 2001-2 (incorporated by reference from Exhibit 10.20 to the 2001 10-K).

11.

The Company’s Stock Option Plan of 1994 Amendment 2002-1 (incorporated by reference from Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (as filed on February 28, 2003)).

Date

/s/ Michael E. O’Neill

Signature

Michael E. O’Neill
Chairman, CEO & President

Name/Title