FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                      Current Report Pursuant to Section 13
                     of the Securities Exchange Act of 1934

          Date of Report (Date Earliest Event reported) - July 22, 2004

                               CB BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

              Hawaii                                      99-0197163
     (State of Incorporation)                 (IRS Employer Identification No.)

                   201 Merchant Street, Honolulu, Hawaii 96813
                    (Address of principal executive offices)

                                 (808) 535-2500
                         (Registrant's Telephone Number)



Item 5. Other Events and Regulation FD Disclosure

      On July 21, 2004,  CB  Bancshares,  Inc.  (the  "Company")  issued a press
      release  announcing  the Company's  results of  operations  for the second
      quarter  ended June 30,  2004.  The full text of the  earnings  release is
      included herein as Exhibit 99.1 and is incorporated herein by reference.

      The earnings release includes non-GAAP financial measures which management
      believes provide meaningful  information regarding the Company's operating
      performance  and  facilitate  management's  comparisons  to the  Company's
      historical  operating  results.  The Company  believes that these non-GAAP
      financial  measures  can  also be  useful  to  investors  in  facilitating
      comparisons to the Company's historical operating results.

      These  non-GAAP  financial  measures are not prepared in  accordance  with
      generally  accepted  accounting  principles  and  may  be  different  from
      non-GAAP  financial  measures used by other companies.  Non-GAAP financial
      measures  should not be  considered  as a substitute  for, or superior to,
      measures of financial performance prepared in accordance with GAAP.

Item 7. Financial Statements and Exhibits

      (c)   Exhibits:

      Exhibit
      Number       Description
      ------       -----------

       99.1        Press release issued by CB Bancshares, Inc. on July 21, 2004

Item 12. Results of Operations and Financial Condition

      On July 21,  2004,  the  Company  issued a press  release  announcing  the
      Company's results of operations for the second quarter ended June 30, 2004
      (attached as Exhibit 99.1).

      The earnings release includes non-GAAP financial measures which management
      believes provide meaningful  information regarding the Company's operating
      performance  and  facilitate  management's  comparisons  to the  Company's
      historical  operating  results.  The Company  believes that these non-GAAP
      financial  measures  can  also be  useful  to  investors  in  facilitating
      comparisons to the Company's historical operating results.

      These  non-GAAP  financial  measures are not prepared in  accordance  with
      generally  accepted  accounting  principles  and  may  be  different  from
      non-GAAP  financial  measures used by other companies.  Non-GAAP financial
      measures  should not be  considered  as a substitute  for, or superior to,
      measures of financial performance prepared in accordance with GAAP.



                                   Signatures

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant has duly caused this report to be signed by the undersigned  hereunto
duly authorized.

Date: July 22, 2004                        CB Bancshares, Inc.

                                           By: /s/ Dean K. Hirata
                                               ---------------------------------
                                               Dean K. Hirata
                                               Senior Vice President and
                                                 Chief Financial Officer
                                                   (principal financial officer)