8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 2, 2006

Hawaiian Electric Industries, Inc.

(Exact Name of Registrant as Specified in Its Charter)

State of Hawaii	1-8503	99-0208097
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

900 Richards Street, Honolulu, Hawaii 96813

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code:

(808) 543-5662 - Hawaiian Electric Industries, Inc. (HEI)

None

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

A. Sale of medium-term notes

On August 8, 2006, Hawaiian Electric Industries, Inc. (HEI) completed the sale of $100 million of its 6.141% Medium-Term Notes, Series D due August 15, 2011 (the Notes) under its registered medium-term note program. The net proceeds from this sale will be used to reduce HEI’s outstanding commercial paper as it matures and, pending such application, a portion of the net proceeds will be used to make short-term loans to Hawaiian Electric Company, Inc. or to make short-term investments. In April 2006, HEI issued commercial paper to refinance $100 million of its 7.56% Medium-Term Notes, Series C, which matured in April 2006. It is expected that any remaining commercial paper maturities that are not funded with the net proceeds of the Notes will continue to be funded with the net proceeds from the sale of commercial paper.

As of August 8, 2006, an additional $50 million principal amount of Medium-Term Notes, Series D are available for offering by HEI under its registered medium-term note program. The principal amount of HEI’s Medium-Term Notes, Series D that have been sold is $250 million and includes $50 million of each of 4.00% notes due March 7, 2008, 5.25% notes due March 7, 2013 and 4.23% notes due March 15, 2011. Another $96 million of debt, equity and/or other securities are available for offering under HEI’s omnibus shelf registration.

See “Forward-Looking Statements” on page iv in HEI’s Form 10-Q for the quarterly period ended June 30, 2006.

B. Termination of bilateral revolving unsecured credit agreement

On August 8, 2006, HEI gave notice to terminate its $75 million bilateral revolving unsecured credit agreement with Merrill Lynch Bank USA effective August 11, 2006. This agreement was effective April 3, 2006 and was maintained to support the issuance of commercial paper. HEI’s $100 million credit facility expiring on March 31, 2011 with a syndicate of eight financial institutions remains in place through its revolving unsecured credit agreement. As of August 8, 2006, both credit facilities remain undrawn.

C. Change of Escrow Agent for the Hawaiian Electric Industries, Inc. Dividend Reinvestment and Stock Purchase Plan (the Plan)

Optional cash investments made by participants under the Plan are, and dividends to be reinvested in HEI common stock under the Plan (at such time as the shares to satisfy plan requirements are being purchased on the open market) may be, forwarded to a segregated escrow account at a bank designated by HEI (Escrow Agent) to be held for the benefit of the Plan participants pending investment in shares of HEI common stock. Starting on August 2, 2006, HEI deposited optional cash investments with First Hawaiian Bank, its Escrow Agent, pursuant to an escrow agreement dated July 26, 2006. Prior to that, Central Pacific Bank was the Escrow Agent. The escrow agreement with First Hawaiian Bank dated July 26, 2006 is filed as Exhibit 99.

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Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
Exhibit 1(a)	Terms Agreement, dated August 3, 2006, among HEI and the Underwriters named therein.
Exhibit 4(a)	Global certificate representing the Notes.
Exhibit 4(b)	Pricing Supplement No. 4 to Registration Statement on Form S-3 of HEI (Registration No. 333-87782) filed on August 4, 2006 in connection with the sale of the Notes.
Exhibit 5(a)	Opinion of Goodsill Anderson Quinn & Stifel LLP regarding the legality of the Notes (including consent).
Exhibit 5(b)	Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding the legality of the Notes (including consent).
Exhibit 99	Escrow agreement between HEI and First Hawaiian Bank dated July 26, 2006.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

HAWAIIAN ELECTRIC INDUSTRIES, INC.

(Registrant)

/s/ Eric K. Yeaman

Eric K. Yeaman

Financial Vice President, Treasurer
and Chief Financial Officer

(Principal Financial Officer of HEI)

Date: August 8, 2006

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EX-1.A

Exhibit 1(a)

HAWAIIAN ELECTRIC INDUSTRIES, INC.

(A Hawaii corporation)

Medium-Term Notes, Series D

TERMS AGREEMENT

August 3, 2006

Hawaiian Electric Industries, Inc.

900 Richards Street

Honolulu, Hawaii 96183

Re: Distribution Agreement dated August 16, 2002

Pursuant to Section 2(a) of the above-referenced Distribution Agreement (the “Distribution Agreement”), and subject to the terms and conditions set forth in the Distribution Agreement and this Agreement, Hawaiian Electric Industries, Inc., a Hawaii corporation (the “Company”), agrees to issue and sell to each of the undersigned, for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as representative (the “Representative”), and each of the undersigned (collectively, the “Underwriters”) agrees, severally and not jointly, to purchase from the Company, the principal amount of the Company’s Medium-Term Notes, Series D (the “Notes”) set forth opposite the name of each Underwriter in Schedule I hereto with the terms indicated below. Capitalized terms used herein and not defined herein shall have the meaning set forth in the Distribution Agreement.

Total Aggregate Principal Amount of the Notes: $100,000,000

Interest Rate: 6.141% per annum

Interest Payment Dates: Each February 15 and August 15, commencing on February 15, 2007

Stated Maturity Date: August 15, 2011

Price to Public: 100.00% of the principal amount of the Notes (or $100,000,000.00), plus accrued interest, if any, from August 8, 2006

Underwriting Discount: 0.500% of the principal amount of the Notes (or $500,000.00)

Purchase Price: 99.500% of the principal amount of the Notes (or $99,500,000)

Settlement Date and Time: 10:00 a.m., New York City time, August 8, 2006 (the “Settlement Date”)

Additional Terms:

(1) The Notes shall have the other terms set forth in the Pricing Supplement dated August 3, 2006 to the Prospectus dated August 16, 2002 (collectively, and including the documents deemed to be incorporated by reference therein, the “Final Prospectus”).

(2) For purposes of this Agreement and the Distribution Agreement (insofar as it relates to the Notes), the following terms have the following meanings:

(a) “1933 Act Regulations” means the rules and regulations promulgated by the Commission under the Act.

(b) “Effective Date” means the date as of which any part of the Registration Statement is deemed to have become effective under the Act in accordance with Rule 430B of the 1933 Act Regulations.

(c) “Free Writing Prospectus” has the meaning set forth in Rule 405 of the 1933 Act Regulations.

(d) “Issuer Free Writing Prospectus” has the meaning set forth in Rule 433 of the 1933 Act Regulations.

(e) “Registration Statement” shall have the meaning set forth in the Distribution Agreement and shall also include the Pricing Supplement dated August 3, 2006 to the Prospectus dated August 16, 2002 that is filed with the Commission and deemed by virtue of Rule 430B of the 1933 Act Regulations to be part of the Registration Statement.

(f) “Time of Sale” means 1:15 p.m. (New York time) on August 3, 2006.

(g) “Time of Sale Prospectus” means the Prospectus dated August 16, 2002, including the documents deemed to be incorporated by reference therein as of the Time of Sale, together with any Free Writing Prospectus listed on Schedule II hereto.

(3) For purposes of this Agreement, Section 1(m) and Section 6(c)(v) of the Distribution Agreement shall be deleted.

(4) The Company and the Underwriters agree that the references in Sections 1(b), (d), (e), (f), (g), (i), (k), (l) and (p) to “Prospectus” shall be deemed to include the Time of Sale Prospectus.

(5) In addition to the representations and warranties set forth in Section 1 of the Distribution Agreement, the Company represents and warrants to the Underwriters as follows:

(a) As of the Time of Sale, the Time of Sale Prospectus (i) conformed, in all material respects to the requirements of the Act and the 1933 Act Regulations and (ii) did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

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provided, however, that this representation and warranty shall not apply to any statements in or omissions from the Time of Sale Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by an Underwriter expressly for use in the Time of Sale Prospectus (it being agreed that, for purposes of this representation and warranty and Section 7 of the Distribution Agreement, the only information so furnished by any Underwriter consists of the sixth, seventh and eighth paragraphs under “Plan of Distribution” in the Prospectus dated August 16, 2002).

(b) Any Issuer Free Writing Prospectus, including the term sheet substantially in the form attached as Schedule III hereto, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Notes, (i) complies or will comply in all material respects with the requirements of the Act and the 1933 Act Regulations, (ii) will not conflict with information in the Registration Statement and (iii) has been, or will be, filed with the Commission in accordance with the Act (to the extent required pursuant to Rule 433(d) of the 1933 Act Regulations).

(c) The Company has not distributed and will not distribute, prior to the later of the Settlement Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Registration Statement, the Time of Sale Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus reviewed and consented to by the Representative or included in Schedule II hereto. The Representative agrees to notify the Company of the completion of such distribution.

(d) The Company is not an “ineligible issuer”, as defined under the 1933 Act Regulations, at the times specified in the 1933 Act Regulations in connection with the offering of the Notes and as of the date hereof.

(6) In addition to the covenants set forth in Section 4 of the Distribution Agreement, the Company covenants with the Underwriters as follows:

(a) Before amending or supplementing the Time of Sale Prospectus or the Final Prospectus, the Company shall furnish to the Representative a copy of each such proposed amendment or supplement and will not, file any such proposed amendment or supplement of which the Representative reasonably disapproves.

(b) If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which any Issuer Free Writing Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company shall forthwith prepare (subject to clause (a) of this Paragraph 6), file with the Commission and furnish, at their own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements therein as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that any Issuer Free Writing Prospectus, as

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amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus as amended or supplemented, will comply with applicable law.

(7) The Company represents and agrees that, unless it obtains the prior consent of the Representative, and each Underwriter represents and agrees, severally and not jointly, that, unless it obtains the prior consent of the Company, it has not made and will not make any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed with the Commission; provided, however, that prior to the preparation of the term sheet substantially in the form attached as Schedule III hereto, the Underwriters are authorized to use the information with respect to the final terms of the Notes in communications conveying information relating to the offering of the Notes to investors.

(8) For purposes of Section 7 of the Distribution Agreement, the Company and the Underwriters agree that the references in Section 7(a) and 7(b) of the Distribution Agreement to “any other prospectus relating to the Securities” shall mean the Time of Sale Prospectus, any Issuer Free Writing Prospectus relating to the Notes and any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the 1933 Act Regulations.

(9) The Company and the Underwriters agree that Section 4(f) of the Distribution Agreement shall apply to the offering of the Notes.

(10) In addition to the conditions otherwise set forth in the Distribution Agreement, the several obligations of the Underwriters to purchase the Notes from the Company pursuant to the terms of this Agreement shall be subject to the following conditions:

(a) Delivery of the negative assurance letter of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Underwriters, dated the Settlement Date, pursuant to Section 6(b) of the Distribution Agreement.

(b) Delivery of the opinion letter of Goodsill Anderson Quinn & Stifel A Limited Liability Law Partnership LLP, counsel to the Company, dated the Settlement Date, pursuant to Section 6(c) of the Distribution Agreement (it being understood that the references in Section 6(c)(i), (ii), (iv), (vi), (viii) and (xiii) to the “Prospectus” shall be deemed to include the Time of Sale Prospectus).

(c) Delivery of the letter of KPMG LLP, independent registered public accountants for the Company, dated the date hereof, pursuant to Section 6(d) of the Distribution Agreement.

(d) Delivery of the “bring-down” letter of KPMG LLP, independent registered public accountants for the Company, dated the Settlement Date, in form and substance reasonably satisfactory to the Representative.

(e) Delivery of the officers’ certificate of the Company, dated the Settlement Date, pursuant to Section 6(g) of the Distribution Agreement (it being understood that such certificate shall relate to the representations and warranties and covenants of the Company contained in the Distribution Agreement, as modified by this Agreement, and the representations and warranties and covenants contained in this Agreement).

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Such opinions of counsel to be delivered under clauses (a) and (b) above shall also include a statement substantially to the following effect: “Nothing has come to the attention of such counsel that gives such counsel reason to believe that the Time of Sale Prospectus, as of the Time of Sale (except with respect to the financial statements and notes thereto and the schedules and other financial data included or incorporated by reference therein, as to which such counsel need not express any view), contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.”

(11) The Company acknowledges and agrees that (i) the purchase and sale of the Notes pursuant to this Agreement and the Distribution Agreement, including the determination of the public offering price of the Notes and the related underwriting discount, are arm’s-length commercial transactions between the Company, on the one hand, and the Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company or its stockholders, creditors, employees or any other party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement and the Distribution Agreement, (iv) the Underwriters and their respective affiliates may be engaged in a broad range of transactions not in violation of law that involve interests that differ from those of the Company, and (v) no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the offerings contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

(12) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

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If the foregoing is in accordance with your understanding, please sign and return a counterpart hereof, whereupon this Agreement shall constitute a binding agreement between the Company and the Underwriters in accordance with its terms as of the date first above written.

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
GOLDMAN, SACHS & CO.
By:	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:	/s/ Karl Newlin
	Title: Director

Accepted:
HAWAIIAN ELECTRIC INDUSTRIES, INC.
By:	/s/ Eric K. Yeaman
	Title:  Financial Vice President, Treasurer and Chief Financial Officer
By:	/s/ Curtis Y. Harada
	Title:  Controller and Principal Accounting Officer

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SCHEDULE I

Underwriter	Aggregate Principal Amount of Notes to be Purchased
Merrill Lynch, Pierce, Fenner & Smith Incorporated	$	70,000,000
Goldman, Sachs & Co.		30,000,000
Total	$	100,000,000

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SCHEDULE II

Term Sheet dated August 3, 2006 containing the final terms of the Notes substantially in the form set forth in Schedule III hereto and filed with the Commission under Rule 433 of the 1933 Act Regulations (Issuer Free Writing Prospectus).

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SCHEDULE III

August 3, 2006

HAWAIIAN ELECTRIC INDUSTRIES, INC.

$100,000,000 6.141% Medium-Term Notes, Series D due August 15, 2011

Term Sheet

Company:	Hawaiian Electric Industries, Inc.
Expected Ratings:	BBB/Baa2 (S&P/Moody’s)
Ranking:	Senior
Principal Amount:	$100,000,000
Pricing Date:	August 3, 2006
Settlement Date:	August 8, 2006
Maturity Date:	August 15, 2011
Interest Payment Dates:	February 15 and August 15 of each year, commencing on February 15, 2007
Benchmark Treasury:	4.875% due July 31, 2011
UST Spot (Px/Yield):	99.9297 / 4.891%
Spread to Benchmark Treasury:	125 basis points
Yield to Maturity:	6.141%
Coupon:	6.141%
Price to Public:	100.00% of the principal amount, plus accrued interest, if any, from August 8, 2006
Purchase Price:	99.500% of the principal amount
Daycount:	30/360
Minimum Denomination:	$1,000 and integral multiples of $1,000
Redemption:	The Notes will not be subject to a sinking fund and cannot be redeemed by the Company prior to the Maturity Date
Repayment:	The Notes are not subject to repayment by the Company at the option of the holders thereof
CUSIP:	41987Q BD 4
Lead Manager:	Merrill Lynch, Pierce, Fenner & Smith Incorporated
Co-Manager:	Goldman, Sachs & Co.

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The Company has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, Merrill Lynch, Pierce, Fenner & Smith Incorporated will arrange to send you the prospectus if you request it by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-866-500-5408.

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EX-4.A

Exhibit 4(a)

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY (THE “DEPOSITARY”) TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

HAWAIIAN ELECTRIC INDUSTRIES, INC.

MEDIUM-TERM NOTE, SERIES D

(Fixed Rate)

CUSIP No. 41987Q BD 4	Principal Amount: $100,000,000
FXR No. 29	Stated Maturity Date: August 15, 2011
Original Issue Date: August 8, 2006	Redemption Commencement Date: N/A
Interest Rate: 6.141%	Initial Redemption Percentage: N/A
Interest Payment Date(s):	Annual Redemption Percentage Reduction:
February 15 and August 15,	N/A
commencing on February 15, 2007
¨ Check if a Discount Note Issue Price:	Other Provisions: N/A
	Addendum Attached: ¨  Yes     x  No
Optional Repayment Date(s): N/A

HAWAIIAN ELECTRIC INDUSTRIES, INC., a corporation duly organized and existing under the laws of Hawaii (hereinafter called “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of

****ONE HUNDRED MILLION DOLLARS****

on the Stated Maturity Date specified above, and to pay interest thereon from the Original Issue Date specified above or from the most recent Interest Payment Date to which interest has been paid or duly provided for, periodically on the Interest Payment Date or Dates specified above, commencing with the first such Interest Payment Date next succeeding the Original Issue Date specified above, and on the Stated Maturity Date (hereinafter sometimes referred to as “Maturity”), at the Interest Rate per annum set forth above, until the principal hereof is paid or made available for payment, and at the Interest Rate per annum set forth above on any overdue premium and (to the extent that the payment of such interest shall be legally enforceable) on any overdue installment of interest; provided, however, that if such Original Issue Date is after the Regular Record Date and before the Interest Payment Date immediately following such Regular Record Date, interest payments will commence on the second Interest Payment Date following the Original Issue Date to the Holder of this Note on the Regular Record Date with respect to such second Interest Payment Date. Interest on this Note will be computed on the basis of a 360-day year of twelve 30-day months.

Interest on this Note will accrue from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or duly made available for payment (or from and including the Original Issue Date if no interest has been paid or duly made available for payment) to, but excluding, the applicable Interest Payment Date or Maturity, as the case may be. If any Interest Payment Date or the Maturity of this Note falls on a day that is not a Business Day, the related payment of principal, premium, if any, and/or interest need not be made on such day, but may be made on the next succeeding Business Day as if made on the date such payment was due, and no additional interest will accrue in respect of the payment made on that next succeeding Business Day. The interest so payable, and punctually paid or duly made available for payment, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for each Interest Payment Date, which date (whether or not a Business Day), shall be 15 calendar days next preceding each such Interest Payment Date; provided, however, that interest payable at Maturity will be payable to the Person to whom the principal hereof will be payable. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than 10 calendar days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. As used herein, “Business Day” means any day other than a Saturday or Sunday or any other day on which banks in The City of New York are generally authorized or obligated by law or executive order to close.

This Note is one of a duly authorized issue of securities of the Company (herein called the “Securities”, and the series thereof to which this Note belongs being herein called the “Notes”), issued and to be issued in one or more series under an Indenture dated as of October 15, 1988, as supplemented by a Third Supplemental Indenture, dated as of August 1, 2002 (as so supplemented, hereinafter called the “Indenture”), between the Company and Citibank, N.A., as trustee (herein called the “Trustee”, which term includes any successor trustee

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under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated above. The Notes of this series may be issued from time to time at varying maturities (between nine months and thirty years from the Original Issue Date specified above) and interest rates and in an aggregate principal amount up to $300,000,000.

Payments of the principal (and premium, if any) and interest due with respect to this Note, if issued in book-entry form, will be made by the Company through the Trustee to The Depository Trust Company, or other depositary selected by the Company, consistent with procedures agreed to by the Company and such depositary. Payments of the principal (and premium, if any) and interest due at Maturity with respect to this Note, if issued in certificated form, will be made in immediately available funds upon presentation and surrender of such Note at the Corporate Trust Office of the Trustee or other Paying Agent, provided, however, that this Note is presented to the Trustee or other Paying Agent in time for the Trustee or other Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of interest other than at Maturity with respect to this Note, if issued in certificated form, will be made at the Corporate Trust Office; provided, however, that the payment of such interest may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Notwithstanding the foregoing, a Holder of $10,000,000 or more in aggregate principal amount of Notes issued in certificated form and having the same Interest Payment Dates will be entitled to receive interest payments (other than at Maturity) by wire transfer of immediately available funds if appropriate wire transfer instructions have been received in writing by the Trustee not less than 15 calendar days prior to the applicable Interest Payment Date (any such wire transfer instructions received by the Trustee to remain in effect until revoked in writing by such Holder).

This Note will not be subject to any sinking fund and will not be redeemable at the option of the Company nor repayable at the option of the Holder hereof prior to the Stated Maturity Date.

The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of this Note and (b) certain restrictive covenants, in each case upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note.

If an Event of Default with respect to Notes of this series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the right of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 66-2/3% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of

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such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein and herein set forth, the transfer of this Note is registrable in the Security Register upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Note are payable duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series of like tenor, of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees.

Unless otherwise set forth above, the Notes of this series are issuable only in registered form, without coupons, in minimum denominations of $1,000 and any amount in excess thereof that is an integral multiple of $1,000. As provided in the Indenture and subject to certain limitations therein and herein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

This Note will for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

4

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated: August 8, 2006

	HAWAIIAN ELECTRIC INDUSTRIES, INC.
[CORPORATE SEAL]
	By:	/s/ ERIC K. YEAMAN
		Eric K. Yeaman
		Financial Vice President, Treasurer and Chief Financial Officer
	By:	/s/ CURTIS Y. HARADA
		Curtis Y. Harada
		Controller and Principal Accounting Officer

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within mentioned Indenture.

CITIBANK, N.A., as Trustee
By:	/s/ MICHELLE CHOTOOSINGH
	Authorized Officer

5

ABBREVIATIONS

The following abbreviations, when used in the inscription specified in this instrument, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM — as tenants in common
UNIF GIFT MIN ACT —	____________________	Custodian	____________________
			(Minor)
Under Uniform Gifts to Minors Act
___________________________________________________
(State)
TEN ENT— as tenants by the entireties
JT TEN — as joint tenants with right of survivorship and not as tenants in common
Additional abbreviations may also be used though not in the above list.

________________________________________________________

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfers unto

Please Insert Social Security or Other Identifying Number of-Assignee:

________________________________________________________

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS

INCLUDING ZIP CODE OF ASSIGNEE:

the within Note and all rights hereunder, hereby irrevocably constituting and appointing

attorney to transfer said Note on the books of the Company, with full power of substitution in the premises.

Dated: _______________________________

NOTICE: The signature to this assignment must correspond with the name as specified in the within instrument in every particular, without alteration or enlargement, or any change whatsoever.

EX-4.B

Exhibit 4(b)

Pricing Supplement No. 4

Dated: August 3, 2006

(To Prospectus dated August 16, 2002)

$300,000,000

HAWAIIAN ELECTRIC INDUSTRIES, INC.

Medium-Term Notes, Series D

(Fixed Rate Notes)

Principal amount: $100,000,000

Interest Rate (fixed rate): 6.141% per annum

Original Issue Date: August 8, 2006

Stated Maturity Date: August 15, 2011

Issue price (as a percentage of principal amount): 100%, plus accrued interest, if any, from August 8, 2006

Purchasing Agent’s discount (as a percentage of principal amount): 0.50%

Net proceeds to Hawaiian Electric Industries, Inc. (“HEI”), before expenses (as a percentage of principal amount): 99.50%

Redemption: The Notes will not be subject to a sinking fund and cannot be redeemed by HEI prior to the Stated Maturity Date

Repayment: The Notes are not subject to repayment by HEI at the option of the holders thereof

Interest Payment Dates: Each February 15 and August 15, commencing on February 15, 2007

Regular Record Dates: 15 calendar days preceding each Interest Payment Date (whether or not a Business Day)

Minimum Authorized Denominations: $1,000

CUSIP#: 41987Q BD 4

Risk Factors: Investing in the Notes covered by this Pricing Supplement involves risks. Please refer to “Risk Factors” contained in the Annual Report of HEI on Form 10-K for the year ended December 31, 2005 and HEI’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006. These risk factors update the risk factors contained in the accompanying prospectus, and therefore are intended to supersede those risk factors.

Use of Proceeds: HEI expects to use the net proceeds from the sale of the Notes covered by this Pricing Supplement to reduce its outstanding commercial paper as it matures. As of August 3, 2006, HEI had outstanding $133 million of commercial paper bearing interest at rates ranging from 5.12% to 5.45% and having maturities ranging from 4 days to 8 days. HEI issued commercial paper in April 2006 to refinance $100 million of its Series C, 7.56% Medium-Term Notes, which matured in April 2006. Pending such application, HEI intends to use a portion of such net proceeds to make short-term loans to Hawaiian Electric Company, Inc., its subsidiary, or short-term investments.

As of the date of this Pricing Supplement, the principal amount of HEI’s Medium-Term Notes, Series D that have been sold (including the Notes to which this Pricing Supplement relates, the 4.00% Medium-Term Notes, Series D due March 7, 2008, the 5.25% Medium-Term Notes, Series D due March 7, 2013 and the 4.23% Medium-Term Notes, Series D due March 15, 2011) is $250,000,000.

Merrill Lynch, Pierce, Fenner & Smith Incorporated (allocated $70,000,000) and Goldman, Sachs & Co. (allocated $30,000,000) acted as principals for HEI in connection with the offer and sale of the Notes.

EX-5.A

Exhibit 5(a)

[Letterhead of Goodsill Anderson Quinn & Stifel

A Limited Liability Law Partnership LLP]

August 8, 2006                    

Hawaiian Electric Industries, Inc.

900 Richards Street

Honolulu, Hawaii 96813

Ladies and Gentlemen:

Hawaiian Electric Industries, Inc., a Hawaii corporation (the “Company”), has filed a registration statement on Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), covering the registration of $300,000,000 principal amount of Medium-Term Notes, Series D (the “Notes”). Under the terms of the Indenture dated as of October 15, 1988, between the Company and Citibank, N.A., as trustee (the “Trustee”), as previously supplemented and as further supplemented by the Third Supplemental Indenture dated as of August 1, 2002 between the Company and the Trustee, in substantially the form attached as an exhibit to the Registration Statement (said Indenture, as so supplemented, hereinafter referred to as the “Indenture”), the Notes may be issued from time to time with the specific terms to be determined at the time of sale. This opinion relates to the Notes (the “Applicable Notes”) described in Pricing Supplement No. 4 dated August 3, 2006, filed by the Company with the Commission on August 4, 2006, to the Prospectus dated August 16, 2002.

In connection with the filing of the Registration Statement, we have examined the Registration Statement, the Indenture and such corporate and other records, certificates and documents and such matters of fact and Hawaii law as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In expressing the following opinions, we have relied, with your and its approval, as to all matters of New York law related to this opinion upon the opinion of even date herewith addressed to us of Pillsbury Winthrop Shaw Pittman LLP.

Based on the foregoing, we advise you that in our opinion:

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

2. The Applicable Notes constitute valid and legally binding obligations of the Company, except as may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights

Hawaiian Electric Industries, Inc.

August 8, 2006

Page 2

generally and general equitable principles (whether considered in a proceeding in equity or at law) and subject to an implied covenant of reasonableness, good faith and fair dealing.

We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies (and the authenticity of the originals of such documents), the accuracy and completeness of all corporate records made available to us by the Company and the capacity of each party executing a document (other than the Company) to so execute such document.

We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed on August 8, 2006 which is incorporated by reference in the Registration Statement, and to the reliance by Pillsbury Winthrop Shaw Pittman LLP on this opinion in connection with its opinion of even date herewith addressed to us insofar as such opinion relates to matters of Hawaii law. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. This opinion may not be furnished or quoted to, or relied upon by, any other person or for any other purpose without our prior written consent.

Very truly yours,

/s/ Goodsill Anderson Quinn & Stifel

A Limited Liability Law Partnership LLP

EX-5.B

Exhibit 5(b)

[Letterhead of Pillsbury Winthrop Shaw Pittman LLP]

August 8, 2006

Goodsill Anderson Quinn & Stifel LLP

1099 Alakea Street

Honolulu, Hawaii 96813

Ladies and Gentlemen:

Hawaiian Electric Industries, Inc., a Hawaii corporation (the “Company”), has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-3 (Registration No. 333-87782) (the “Registration Statement”) under the Securities Act of 1933 (the “Securities Act”) with respect to the registration of $300,000,000 aggregate principal amount of the Company’s Medium-Term Notes, Series D (the “Medium-Term Notes”), which was declared effective by the Commission on August 16, 2002.

On August 8, 2006, the Company issued and sold $100,000,000 of the Medium-Term Notes (the “Notes”), as described in Pricing Supplement No. 4 dated August 3, 2006 to the Prospectus dated August 16, 2002. The Notes were issued pursuant to an indenture dated as of October 15, 1988, as amended and supplemented by the Third Supplemental Indenture thereto dated as of August 1, 2002 relating to the Medium-Term Notes, in each case, between the Company and Citibank, N.A., as trustee (collectively, the “Indenture”).

In connection with the issuance and sale of the Notes by the Company, we have reviewed originals (or copies certified or otherwise identified to our satisfaction) of the Registration Statement (including the exhibits thereto), the Indenture, a specimen of the Notes, and such corporate records, certificates and other documents and such questions of law as we have considered necessary or appropriate for the purposes of this opinion. In such review, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents.

August 8, 2006

Page 2

Upon the basis of such review, we are of the opinion that the Notes constitute the valid and binding obligations of the Company, except as may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing.

We are members of the bar of the State of New York and, for purposes of this opinion, do not hold ourselves out as experts on the laws of any jurisdiction other than the State of New York and the federal laws of the United States of America. We have, with your consent, relied upon your opinion of even date herewith addressed to the Company as to all matters of Hawaii law related to this opinion.

We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form 8-K filed on August 8, 2006, which is incorporated by reference in the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

This opinion is furnished only to you in connection with the issuance and sale of the Notes by the Company and is solely for your benefit. This opinion is not to be used for any other purpose or relied upon by any other person for any purpose without our prior written consent.

Very truly yours,

/s/ Pillsbury Winthrop Shaw Pittman LLP

EX-99

Exhibit 99

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this “Agreement”), dated as of July 26, 2006 is made by and among Hawaiian Electric Industries, Inc., a Hawaii corporation (the “Company”), the Shareholder Services Division of the Company in its capacity as “Administrator” under the Hawaiian Electric Industries, Inc. Dividend Reinvestment and Stock Purchase Plan, as in effect from time to time (the “Plan”), and First Hawaiian Bank, a corporation having trust powers, in its capacity as escrow agent (the “Escrow Agent”). As used in this Agreement, the term “Administrator” shall mean the Shareholder Services Division of the Company or any other person or entity designated by the Company from time to time.

WHEREAS, the Company wishes to engage the Escrow Agent for the purpose of receiving certain funds designated for the purchase of common stock of the Company pursuant to the Plan, and for the purpose of depositing and holding such funds in an escrow account until it receives written instructions from the Administrator to release and distribute the funds in accordance with the written instructions;

WHEREAS, the Escrow Agent has agreed to act as escrow agent and to receive, hold and distribute the funds in accordance with and subject to the terms and conditions of this Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Creation of Escrow Account; Compensation. The Company and the Administrator hereby create with the Escrow Agent an interest bearing escrow account identified as number 01-190970 (the “Escrow Account”), to which certain dividends declared and paid by the Company, initial cash investments and optional cash investments will be promptly forwarded, deposited and held, pending investment in common stock of the Company pursuant to the Plan (or will be returned to investors in the manner instructed by the Administrator if common stock is not purchased within prescribed periods). The proceeds held in the Escrow Account are for the benefit of participants in the Plan in accordance with this Agreement. Any interest or other earnings on principal amounts shall belong to the Company. The Company shall pay to the Escrow Agent reasonable compensation for all services rendered by it, and reasonable expenses incurred by it pursuant to this Agreement, as agreed to by the Company and the Escrow Agent from time to time. Initially, the Company shall pay monthly to the Escrow Agent a fee of $250.00 with the understanding that disbursements for the investment in common stock of the Company shall be generally limited to the average of two per month. The monthly escrow fee is fixed for one year and thereafter the monthly escrow fee may be increased upon sixty (60) days prior notice to Company.

2. General Duties and Powers of Escrow Agent. The Escrow Agent shall keep accurate and detailed records of the receipts, disbursements and other transactions affecting the Escrow Account, shall maintain such records for a period of not less than two (2) years, shall make such records available for review by the Administrator, and shall furnish the Company with information requested by the Company (or Administrator) from time to time. Upon receiving written instructions from the Administrator, the Escrow Agent shall make

disbursements from the Escrow Account at such times, to such persons (including the Company, the broker-dealer appointed by the Company and Plan participants), and in such amounts, as the Administrator shall direct. The Escrow Agent shall also make prearranged automatic transfers of funds from the Escrow Account for over-night investment in a designated money-market fund without further directions from the Administrator, pursuant to the terms and conditions of the Business Cash Management Agreement and Appointment of Agent and Custodian Agreement executed by the parties concurrently herewith. The Escrow Agent shall not be liable for any loss sustained by reason of acting or failing to act pursuant to this Agreement in the absence of gross negligence, willful misconduct or breach on the part of the Escrow Agent. The Company agrees to indemnify and hold harmless the Escrow Agent against any and all claims, causes of action, liabilities, lawsuits, demands and damages, including without limitation, any and all court costs and reasonable attorneys’ fees, in any way related to or arising out of or in connection with this Agreement or any action taken or not taken pursuant hereto, except to the extent caused by the gross negligence, willful misconduct, or breach on the part of the Escrow Agent. The Escrow Agent shall have and shall discharge only the duties specifically set forth in this Agreement, shall not have any implied duties, and shall not be deemed to be a trustee or fiduciary. The obligations of the Company under this paragraph shall survive the termination of this Agreement.

3. Resignation and Removal; Successor. The Escrow Agent may resign its duties by delivering its written resignation to the Administrator. Such resignation shall be effective upon the earlier of the following dates: (a) the appointment of a successor escrow agent, as provided below; or (b) ninety (90) days after delivery of the written resignation to the Administrator. The Escrow Agent may be removed by the Administrator at any time, with or without cause, upon not less than thirty (30) days written notice to the Escrow Agent. The appointment of a successor escrow agent shall be accomplished by and shall take effect upon the delivery to the resigning or removed Escrow Agent, as the case may be, of (i) a written instrument appointing the successor escrow agent, executed by the Administrator and consented to by the Company, and (ii) an acceptance in writing, executed by the appointed successor escrow agent. Upon the appointment of the successor escrow agent, the resigning or removed Escrow Agent shall transfer and deliver all funds in the Escrow Account and any Escrow Account information reasonably requested to the successor escrow agent; provided, however, that if upon the effective date of the Escrow Agent’s resignation a successor escrow agent has not been appointed, the Escrow Agent may transfer and deliver all funds in the Escrow Account and any Escrow Account information reasonably requested to the Administrator.

4. Termination. This Agreement may be terminated by the Administrator and the Company at any time by written notice given to the Escrow Agent by the Administrator and the Company with instructions as to the disposition of any funds or other property then remaining in the Escrow Account.

5. Notices. Any notices or other communications required or permitted hereunder shall be sufficiently given if personally delivered or if sent by registered mail or certified mail, postage prepaid, or by facsimile, if to the Escrow Agent, to First Hawaiian Bank, 999 Bishop Street, 11th Floor, Honolulu, Hawaii 96813, Facsimile: (808) 525-6200, Attention: Corporate Banking Division, or, if to the Company or the Administrator, to Hawaiian Electric Industries, Inc., 900 Richards Street, Honolulu, Hawaii 96813, Facsimile: (808) 532-5868, Attention: Shareholder Services. Any such notice shall be deemed to have been given as of the date

personally delivered or transmitted by facsimile, or five (5) business days after the date mailed. Any party hereto may change its address for purposes of this Section by written notice given in the manner provided above.

6. Confidentiality. Except as required by law, Escrow Agent agrees to hold in confidence, and not to disclose, or cause or permit to be disclosed, including but not limited to disclosure to other departments of Escrow Agent or to other companies for solicitation or other commercial purposes, any information (including electronic data and other forms of information) concerning the identity of participants, their ownership interests in the Company or the Plan or financial or other information concerning participants that may come into the possession of Escrow Agent by reason of this Agreement. The Escrow Agent agrees to destroy, in a manner designed to insure the confidentiality of, any electronic and paper data containing account numbers, names, address, social security number, and/or shares in accordance to the Escrow Agent’s record retention policy.

7. Miscellaneous. This Agreement is made and shall be construed and enforced in accordance with the laws of the State of Hawaii. This Agreement is not assignable by the Escrow Agent. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, except for any other account agreements relating to or connected with the Escrow Account and rules governing such agreements. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No failure or delay by either party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy. This Agreement may be executed in any number of counterparts, each of which shall be deemed as original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have duly executed this Escrow Agreement as of the date first above written.

Hawaiian Electric Industries, Inc.		First Hawaiian Bank
By:	/s/ Eric K. Yeaman	By:	/s/ Kenneth C. S. Pai
Name:	Eric K. Yeaman	Name:	Kenneth C. S. Pai
Title:	Financial Vice President, Treasurer & Chief Financial Officer	Title:	Senior Vice President
By:	/s/ Curtis Y. Harada
Name:	Curtis Y. Harada
Title:	Controller
Shareholder Services Division of Hawaiian Electric Industries, Inc. as Administrator of the HEI Dividend Reinvestment and Stock Purchase Plan (HEI/DRIP)
By:	/s/ Laurie Loo-Ogata
Name:	Laurie Loo-Ogata
Title:	Director, Shareholder Services