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                       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 MAY 21, 1997

                                   CU BANCORP
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         CALIFORNIA                 0-11008                   95-3657044
       ----------------           ------------            -----------------
       (State or other             Commission                 IRS tax
       jurisdiction of             file number            identification no.
        incorporation)

                16030 VENTURA BOULEVARD, ENCINO, CALIFORNIA 91436
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)



                                       N/A
          ------------------------------------------------------------
          (former name or former address if changed since last report)



        Registrant's telephone number, including area code (818) 907-9122




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Item 1.  Changes In Control of Registrant.

         Not Applicable

Item 2.  Acquisition or Disposition of Assets.

         Not Applicable

Item 3.  Bankruptcy or Receivership

         Not Applicable

Item 4.  Changes in Registrant's Certifying Accountant.

         Not Applicable

Item 5.  Other Events

a)

On May 13, 1997, the Deputy Secretary of the Board of Governors of the Federal
Reserve System informed Pacific Century Financial Corporation (formerly Bancorp
Hawaii, Inc.) that the Secretary of the Board of Governors of the Federal
Reserve System (the "Board"), acting pursuant to authority delegated by the
Board had approved the application pursuant to section 3 of the Bank Holding
Company Act (12 U.S.C. ss. 1842), by Pacific Century Financial Corporation to
acquire all the voting shares of CU Bancorp (the "Registrant"), and thereby
indirectly to acquire California United Bank (sole subsidiary of the
Registrant). Pursuant to the Board's order, the transaction may not be
consummated before May 28, 1997 or later than three months after the date of
such approval, unless such period is extended by the Federal Reserve Bank of San
Francisco.

On May 7, 1997, the Superintendent of Banks of the State of California approved
Pacific Century Financial Corporation's application to acquire control of
California United Bank. Such approval is subject to the approval of the
transaction by the shareholders of CU Bancorp.

A meeting of the shareholders of CU Bancorp to consider and vote on the
transaction is currently scheduled for June 27, 1997.

On February 24, 1997, the Registrant and Pacific Century Financial Corporation
(Bancorp Hawaii, Inc.), entered into an Agreement and Plan of Reorganization
(the "Merger Agreement"), providing for the merger of the Registrant with and
into Pacific Century Financial Corporation ("PCFC") with PCFC to be the
surviving company. The transaction was subject to, among other customary
conditions, regulatory approval and





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approval of the shareholders of Registrant. All regulatory approvals have now
been obtained (subject to waiting periods and conditions noted above).

The statements in the preceding paragraph constitute forward-looking statements
(within the meaning of the Private Securities Litigation Reform Act of 1995).
These and any other forward-looking statements made by the Registrant as to the
transaction involve significant risks and uncertainties. Actual results may
differ materially from the anticipated results or other expectations expressed
in any such forward-looking statements. Factors that might cause such
differences include general economic conditions; legislation or regulatory
changes that adversely affect the businesses of the Registrant or PCFC,
competitive pressure among depository institutions increase significantly,
market or other factors which could adversely impact the market price of PCFC
Stock or CU Stock, or changes in economic, marketing or other factors which
could negatively affect the Registrant's deposit base. Further information on
other 







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factors which could affect the future financial results of the Registrant
is included in other filings by the Registrant with the Securities and Exchange
Commission.

Item 7.  Financial Statements and Exhibits

(a) Financial Statements

         Not Applicable

(b) Pro Forma Financial Statements

         Not Applicable

(c)  Exhibits

         None


Item 8.  Change in Fiscal Year.

         Not Applicable

Item 9.  Sales of Equity Securities Pursuant to Regulation S.

         Not Applicable



SIGNATURES

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 hereunto duly authorized.

Date:  May 21, 1997


         CU BANCORP


         --------------------------------------------------------
         STEPHEN G. CARPENTER, CHIEF EXECUTIVE OFFICER





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                              EXHIBIT INDEX TO 8-K



EXHIBIT NO.               EXHIBIT

None

















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