8-A12B/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A/A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

Hawaiian Electric Industries, Inc.

(Exact name of Registrant as Specified in its Charter)

State of Hawaii (State of incorporation or organization)	99-0208097 (I.R.S. employer identification no.)
900 Richards Street Honolulu, Hawaii (Address of Principal Executive Offices)	96813 (Zip code)

If this Form relates to the registration and class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A. (c), check the following box.  x

If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A. (d), check the following box.  ¨

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be registered	Name of each exchange on which each class is to be registered
Preferred Stock Purchase Rights	NYSE

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Item 1. Description of Registrant’s Securities to be Registered.

On April 22, 2003, the Board of Directors of Hawaiian Electric Industries, Inc. approved an amendment (the “Amendment”) to the Rights Agreement, dated as of October 28, 1997, between Hawaiian Electric Industries, Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agreement”). The Amendment removed the delayed redemption provision contained in Section 23(c) of the Rights Agreement. The foregoing description of the Amendment is qualified in its entirety by reference to the full text thereof, which is attached hereto as Exhibit 2 and incorporated herein by reference, and to the Rights Agreement which was attached as Exhibit 1 to the Form 8-A filed by the Company on November 5, 1997 incorporated herein by reference.

Item 2. Exhibits.

* 1. Rights Agreement, dated as of October 28, 1997, between Hawaiian Electric Industries, Inc. and Continental Stock Transfer & Trust Company, as Rights Agent, which includes as Exhibit B thereto the Form of Rights Certificate (incorporated by reference to Exhibit 1 of Form 8-A dated November 5, 1997).

** 2. First Amendment to Rights Agreement, dated as of May 7, 2003, between Hawaiian Electric Industries, Inc. and Continental Stock Transfer & Trust Company, as Rights Agent.

* Previously filed.

** Filed herewith.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

HAWAIIAN ELECTRIC INDUSTRIES, INC. (Registrant)
By:	/s/    ROBERT F. CLARKE
	Robert F. Clarke
	Chairman, President and Chief Executive Officer

By:	/s/    ERIC K. YEAMAN
	Eric K. Yeaman
	Financial Vice President, Treasurer and Chief Financial Officer

Date:    May 8, 2003

EXHIBIT INDEX

Exhibit	Description
1.	Rights Agreement, dated as of October 28, 1997, between Hawaiian Electric Industries, Inc. and Continental Stock Transfer & Trust Company, as Rights Agent, which includes as Exhibit B thereto the Form of Rights Certificate (incorporated by reference to Exhibit 1 of Form 8-A dated November 5, 1997).
2.	First Amendment to Rights Agreement, dated May 7, 2003, between Hawaiian Electric Industries, Inc. and Continental Stock Transfer & Trust Company, as Rights Agent (filed herewith).

EX-2

Exhibit 2

FIRST AMENDMENT TO RIGHTS AGREEMENT

This First Amendment to Rights Agreement (this “First Amendment”) is entered into by and between Hawaiian Electric Industries, Inc., a Hawaii corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York banking corporation (the “Rights Agent”), on this 7^th day of May 2003, at the direction of the Company.

WHEREAS, the Company and the Rights Agent have entered into that certain Rights Agreement, dated October 28, 1997 (the “Rights Agreement”); and

WHEREAS, on April 22, 2003, the Board of Directors of the Company determined to amend the Rights Agreement and directed the Rights Agent to enter into this First Amendment.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto do hereby agree as follows:

1. Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows:

(a) Section 23(c) of the Rights Agreement shall be deleted in its entirety.

(b) The sixth paragraph of Exhibit B to the Rights Agreement, the Form of Rights Certificate, is hereby amended to delete the following sentence: “The foregoing notwithstanding, the Rights generally may not be redeemed for one hundred twenty (120) days following a change in a majority of the Board as a result of a proxy contest.”

(c) The ninth paragraph of Exhibit C to the Rights Agreement, the Summary of Rights to Purchase, is hereby amended to delete the following sentence: “The foregoing notwithstanding, the Rights generally may not be redeemed for one hundred twenty (120) days following a change in a majority of the Board of Directors as a result of a proxy contest.”

2. Except as amended by this First Amendment, the Rights Agreement shall continue in full force and effect as originally executed and delivered.

3. Any reference in the Rights Agreement to the “Agreement” shall refer to the Rights Agreement as amended by this First Amendment.

4. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to those terms in the Rights Agreement.

5. This First Amendment shall be governed and construed in accordance with the laws of the State of Hawaii.

6. This First Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this First Amendment as of the date first above written.

Attest:			HAWAIIAN ELECTRIC INDUSTRIES, INC.
By:	/s/    PETER C. LEWIS		By:	/s/    ROBERT F. CLARKE
		Peter C. Lewis Secretary			Robert F. Clarke Chairman, President and Chief Executive Officer
Attest:			CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By:	/s/    FELIX ORIHUELA		By:	/s/    R. BERNHAMMER
	Name: Title:	Felix Orihuela Vice President		Name: Title:	R. Bernhammer Vice President

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