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<SEC-DOCUMENT>/in/edgar/work/20000808/0000063330-00-000015/0000063330-00-000015.txt : 20000921
<SEC-HEADER>0000063330-00-000015.hdr.sgml : 20000921
ACCESSION NUMBER:		0000063330-00-000015
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20000630
FILED AS OF DATE:		20000808

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MAUI LAND & PINEAPPLE CO INC
		CENTRAL INDEX KEY:			0000063330
		STANDARD INDUSTRIAL CLASSIFICATION:	 [2033
]		IRS NUMBER:				990107542
		STATE OF INCORPORATION:			HI
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-Q
			SEC ACT:		
			SEC FILE NUMBER:	001-06510
			FILM NUMBER:		687740
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		PO BOX 187
				STREET 2:		120 KANE ST
				CITY:			KAHULUI MAUI
				STATE:			HI
				ZIP:			96732
				BUSINESS PHONE:		8088773351
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		PO BOX 187
					CITY:			KAHULUI
					STATE:			HI
					ZIP:			96732
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>




               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.   20549

                            FORM 10-Q


(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended       JUNE 30, 2000

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

                Commission file number  0-6510

              MAUI LAND & PINEAPPLE COMPANY, INC.
     (Exact name of registrant as specified in its charter)

          HAWAII                           99-0107542
(State or other jurisdiction    (IRS Employer Identification No.)
of incorporation or organization)

P. O. BOX 187, KAHULUI, MAUI, HAWAII   96733-6687
(Address of principal executive offices)

Registrant's telephone number, including area code:  (808) 877-3351

                             NONE
Former name, former address and former fiscal year, if changed
since last report

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                      Yes  [x] No  [ ]

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

        Class                    Outstanding at August 1, 2000
Common Stock, no par value              7,195,800 shares

<PAGE>
              MAUI LAND & PINEAPPLE COMPANY, INC.
                        AND SUBSIDIARIES




                        TABLE OF CONTENTS

                                                             Page

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

Condensed Balance Sheets,
  June 30, 2000 (Unaudited) and December 31, 1999               3

Condensed Statements of Operations and Retained Earnings,
  Three Months Ended June 30, 2000 and 1999 (Unaudited)         4

Condensed Statements of Operations and Retained Earnings,
  Six Months Ended June 30, 2000 and 1999 (Unaudited)           5

Condensed Statements of Cash Flows,
  Six Months Ended June 30, 2000 and 1999 (Unaudited)           6

Notes to Condensed Financial Statements (Unaudited)             7

Item 2.  Management's Discussion and Analysis of Financial
Condition and Results of Operations                             9

Item 3.  Quantitative and Qualitative Disclosures About Market
Risk                                                           12

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings                                     13

Item 4.  Submission of Matters to a Vote of Security-Holders   13

Item 6.  Exhibits and Reports on Form 8-K                      13


<PAGE>
PART I    FINANCIAL INFORMATION
Item 1.   Financial Statements

      MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
                    CONDENSED BALANCE SHEETS

                                                Unaudited
                                                  6/30/00     12/31/99
                                                 (Dollars in Thousands)
                                ASSETS
Current Assets
  Cash and cash equivalents                      $    674    $   2,657
  Accounts and notes receivable                    11,061       15,098
  Inventories                                      27,032       16,925
  Other current assets                              4,372        4,779
    Total current assets                           43,139       39,459

Property                                          232,804      224,958
  Accumulated depreciation                       (128,878)    (123,982)
    Property - net                                103,926      100,976

Other Assets                                       13,752       12,952

Total                                             160,817      153,387

                 LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Current portion of long-term debt
   and capital lease obligations                    2,435        3,056
  Trade accounts payable                            5,626       12,492
  Other current liabilities                         7,615       10,987
    Total current liabilities                      15,676       26,535

Long-Term Liabilities
  Long-term debt and capital lease obligations     41,542       25,497
  Accrued retirement benefits                      23,298       23,204
  Equity in losses of joint venture                 9,434        8,944
  Other long-term liabilities                       2,669        2,361
    Total long-term liabilities                    76,943       60,006

Minority Interest in Subsidiary                       452          446

Stockholders' Equity
  Common stock, no par value - 7,200,000 shares
      authorized, 7,195,800 issued and outstanding 12,455       12,455
  Retained earnings                                55,291       53,945
    Stockholders' equity                           67,746       66,400

Total                                            $160,817    $ 153,387

See accompanying Notes to Condensed Financial Statements.
<PAGE>
      MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
    CONDENSED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                          (UNAUDITED)



                                          Three Months Ended
                                         6/30/00      6/30/99
                                         (Dollars in Thousands
                                         Except Share Amounts)

Revenues
  Net sales                              $21,135      $22,013
  Operating income                         9,405        8,032
  Other income                               381          326

Total Revenues                            30,921       30,371

Costs and Expenses
  Cost of goods sold                      14,341       13,776
  Operating expenses                       7,551        6,946
  Shipping and marketing                   3,845        3,603
  General and administrative               3,858        4,773
  Interest                                   738          401
  Equity in losses of joint ventures         226          268

Total Costs and Expenses                  30,559       29,767

Income Before Income Taxes                   362          604

Income Tax Expense                            62          223

Net Income                                   300          381

Retained Earnings, Beginning of Period    54,991       50,899

Retained Earnings, End of Period          55,291       51,280

Per Common Share
  Net income                             $   .04       $  .05



See accompanying Notes to Condensed Financial Statements.
<PAGE>
      MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
    CONDENSED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                          (UNAUDITED)



                                           Six Months Ended
                                         6/30/00      6/30/99
                                         (Dollars in Thousands
                                         Except Share Amounts)

Revenues
  Net sales                              $45,273      $45,297
  Operating income                        19,796       18,196
  Other income                               627          525

Total Revenues                            65,696       64,018

Costs and Expenses
  Cost of goods sold                      30,060       28,518
  Operating expenses                      15,053       13,422
  Shipping and marketing                   8,062        9,367
  General and administrative               7,470        8,220
  Interest                                 1,206          892
  Equity in losses of joint ventures         444          417

Total Costs and Expenses                  62,295       60,836

Income Before Income Taxes                 3,401        3,182

Income Tax Expense                         1,156        1,177

Net Income                                 2,245        2,005

Retained Earnings, Beginning of Period    53,945       50,174
Cash Dividends                              (899)        (899)

Retained Earnings, End of Period          55,291       51,280

Per Common Share
  Net income                                 .31          .28

  Dividends                              $  .125       $ .125


See accompanying Notes to Condensed Financial Statements.
<PAGE>
      MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
               CONDENSED STATEMENTS OF CASH FLOWS
                           (UNAUDITED)



                                            Six Months Ended
                                         6/30/00       6/30/99
                                         (Dollars in Thousands)


Net Cash Provided by (Used in)
 Operating Activities                   $(6,230)     $    7,852

Investing Activities
  Purchases of property                   (9,988)        (7,027)
  Proceeds from disposal of property         112            122
  Contributions to joint ventures             --           (300)
  Increases in deferred costs and other     (279)        (1,462)

Net Cash Used in Investing Activities    (10,155)        (8,667)

Financing Activities
  Payments of long-term debt and capital
    lease obligations                     (4,080)          (954)
  Proceeds from long-term debt            19,300            932
  Proceeds from short-term debt               75            273
  Dividend paid                             (899)          (899)
  Other                                        6            270

Net Cash Provided by (Used in)
  Financing Activities                    14,402           (378)

Net Decrease in Cash                      (1,983)        (1,193)

Cash and Cash Equivalents
  at Beginning of Period                   2,657          3,447

Cash and Cash Equivalents
  at End of Period                       $   674       $  2,254

Supplemental Disclosure and Cash Flow Information - Interest (net
of amounts capitalized) of $1,054,000 and $844,000 was paid
during the six months ended June 30, 2000 and 1999, respectively.
Income taxes of $1,622,000 and $1,036,000 were paid during the six
months ended June 30, 2000 and 1999, respectively.

See accompanying Notes to Condensed Financial Statements.
<PAGE>
      MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
             NOTES TO CONDENSED FINANCIAL STATEMENTS
                           (UNAUDITED)


1.   In the opinion of management, the accompanying condensed
  financial statements contain all normal and recurring adjustments
  necessary to present a fair statement of financial position,
  results of operations and cash flows for the interim periods
  ended June 30, 2000 and 1999.

2.   The Company's reports for interim periods utilize numerous
  estimates of production cost, general and administrative
  expenses, and other costs for the full year.  Consequently,
  amounts in the interim reports are not necessarily indicative of
  results for the full year.

3.   The effective tax rate for 2000 and 1999 differs from the
  statutory federal rate of 34% primarily because of the state tax
  provision and refundable state tax credits.

4.   Accounts and notes receivable are reflected net of allowance
  for doubtful accounts of $748,000 and $783,000 at June 30, 2000
  and December 31, 1999, respectively.

5.   Inventories as of June 30, 2000 and December 31, 1999 were
  as follows
  (in thousands):

                                           6/30/00    12/31/99

   Pineapple products
      Finished goods                       $14,516     $ 7,399
      Work in progress                       1,092         839
      Raw materials                          3,385       1,476
   Real estate held for sale                   804         577
   Merchandise, materials and supplies       7,235       6,634

   Total Inventories                       $27,032     $16,925

<PAGE>

6.  Business Segment Information (in thousands):

                     Three Months Ended          Six Months Ended
                          June 30                    June 30
                         2000      1999           2000      1999
  Revenues
    Pineapple        $ 17,692  $ 19,249       $ 34,463  $ 39,168
    Resort             11,762    10,057         28,580    22,801
    Commercial
     & Property         1,222     1,031          2,397     1,954
    Other                 245        34            256        95
  Total Revenues       30,921    30,371         65,696    64,018

  Operating Profit (Loss)
    Pineapple            (784)    1,399         (1,050)    3,242
    Resort              1,983     1,101          6,076     2,759
    Commercial
     & Property           (84)     (166)          (122)     (381)
    Other                 (15)   (1,329)          (297)   (1,546)
  Total Operating Profit1,100     1,005          4,607     4,074
  Interest Expense       (738)     (401)        (1,206)     (892)
  Income Tax Expense      (62)     (223)        (1,156)   (1,177)

  Net Income         $    300  $    381       $  2,245  $  2,005


7.   Average common shares outstanding for the interim periods
  ended June 30, 2000 and 1999 were 7,195,800 and 7,188,500,
  respectively.

<PAGE>
Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations

RESULTS OF OPERATIONS

Consolidated
The Company reported consolidated net income of $300,000 for the
second quarter of 2000 compared to $381,000 for the second
quarter of 1999.  For the first half of 2000 the Company's net
income was $2,245,000 compared to $2,005,000 for the first half
of 1999.  Consolidated revenues were $30.9 million and $65.7 for
the second quarter and first half of 2000, respectively, compared
to $30.4 million and $64 million for the second quarter and first
half of 1999, respectively.

General and administrative expenses were lower in the second
quarter and first half of 2000 by $915,000 and $750,000,
respectively, compared to the same periods in 1999.  These
expenses were lower in 2000 primarily because in 1999 the Company
wrote off $1.1 million of deferred costs for consultants who were
engaged to analyze and develop strategic plans for the Company.
Pension and post retirement expenses also decreased in 2000
primarily because of an increase in the discount rate and
favorable investment returns on the pension plan assets.
Partially offsetting these cost reductions were increased
employment related expenses.

Interest expense increased by 84% and 35%, respectively, in the
second quarter and first half of 2000 compared to the same
periods in 1999.  The increases were primarily due to higher
average borrowings and higher interest rates in 2000.  Part of
the expense increase was offset by interest capitalized in 2000
on major construction projects, in particular the Kapalua Village
Course Clubhouse and Plantation Estates Phase II subdivision.

Pineapple
The Pineapple segment incurred operating losses of $784,000 and
$1,050,000 in the second quarter and first half of 2000,
respectively, compared to operating profits of $1,399,000 and
$3,242,000 in the comparable periods of 1999.  Revenues of $17.7
million and $34.5 million for the second quarter and first half
of 2000, respectively, were 8% and 12% lower than the same
periods last year.  The overall case volume of imports of canned
pineapple products into the U.S. was lower in the first five
months of 2000 compared to the same period in 1999.  However, an
increase in imports by the Company's principal U. S. competitors,
combined with aggressive pricing and promotional activity has
resulted in the Company's Pineapple segment realizing lower case
sales volume and lower average prices for canned pineapple
products.

Preliminary results of the fourth annual administrative review of
duties on pineapple imports from Thailand covering the period
from July 1, 1998 to June 30, 1999, were released by the
Department of Commerce on August 1, 2000.  The nine Thai
pineapple companies reviewed were found to have lower dumping
margins than those currently being assessed.

The Department of Commerce recently initiated the proceedings for
the "sunset review" of antidumping duties on imports of canned
pineapple products from Thailand.  This review is expected to
take approximately one year.  If a ruling is made to keep the
antidumping duties in place, they will be renewed for an
additional five years.

In June 2000, the Department of Commerce issued a final
determination concluding that tin mill products from Japan are
being, or are likely to be, sold in the U.S. at less than fair
value.  The final determination specifically excludes from duties
tin-coated steel with the specifications used by the Company to
make cans.  The exclusion was made as a result of requests by the
Company and by other interested parties.

Resort
Kapalua Resort produced an operating profit of $1,983,000 in the
second quarter of 2000 compared to $1,101,000 in the second
quarter of 1999.  For the first half of 2000 Kapalua had an
operating profit of $6,076,000 compared to $2,759,000 for the
same period a year ago.  Revenues for the second quarter and
first half of 2000 increased by 17% and 25%, respectively,
compared to the same periods in 1999.

Real estate sales accounted for approximately 20% and 30% of
Resort operating profit for the second quarter and first half of
2000, respectively.  There was no profit from real estate sales
for the comparable periods in 1999.

Higher occupancies at the hotels and villas in the Kapalua Resort
and higher average green fees also contributed to the improved
Resort operating results for the second quarter and first half of
2000.

On a consolidated basis, lower shipping and marketing expense for
the first half of 2000 was largely the result of the Company
absorbing a reduced amount of expense for the 2000 Mercedes
Championships.  Such reduction was offset by a similar decrease
in the tournament operations fee that is reflected in
consolidated operating revenue for the same period.

All 36 luxury beachfront condominiums under construction by the
Company's joint venture with Lend Lease Real Estate Investment
Inc., called The Coconut Grove on Kapalua Bay are now under
binding sales contracts.  Sales are anticipated to close
beginning in the first quarter of 2001 as construction of the
buildings is completed and title is delivered to the buyers.  The
Company has obtained the necessary zoning and entitlements for
construction of the 31 half-acre residential lot subdivision on
Site 19, and is presently awaiting final subdivision approval
from the County of Maui.  Sales are expected to begin in October
2000 after State and Federal registrations are completed. The
Company does not expect to record profits from this project until
2001.

Commercial & Property
The Commercial & Property segment produced operating losses of
$84,000 and $122,000 for the second quarter and first half of
2000, respectively, compared to $166,000 and $381,000 for the
same periods in 1999.  Revenues increased by $191,000 and
$443,000 for the second quarter and the first half of 2000,
respectively, compared to the same periods in 1999.  Increased
revenues and lower operating losses were due to improved
operating results and increased electricity revenues from
Kaahumanu Center.

LIQUIDITY, CAPITAL RESOURCES AND OTHER

At June 30, 2000, total debt including capital leases was $44
million, an increase of $15.4 million from year-end 1999.  The
increase in debt was primarily due to negative cash flows from
operating activities and to capital expenditures.  Increased
pineapple inventories reflecting the seasonal pineapple canning
activity coupled with lower sales volume, and expenditures for
construction of Plantation Estates Phase II were largely
responsible for the negative operating cash flows.  Cash flow
from operating activities is expected to improve after the
pineapple canning season peaks in the third quarter.  At the end
of the second quarter of 2000, the Company had $15 million in
unused short- and long-term credit facilities available.  These
credit facilities and operating cash flows are expected to be
sufficient to finance the Company's remaining cash requirements
in 2000.

Consolidated expenditures in 2000 for fixed assets and deferred
development costs are expected to approximate $21.9 million of
which $8 million is for replacement of equipment and facilities
for Pineapple and Resort operations.  Capital expenditures for
2000 includes $7.3 million for construction of the Village Course
Clubhouse, which is expected to be completed by the end of August
2000 and the Kapalua Golf Academy that opened in January 2000.
In July 2000, the Company's Board of Directors approved $3.1
million for an integrated accounting and information technology
system.  Installation and implementation of the system will begin
in August 2000 and is expected to take approximately one year.
Capital expenditures for 2000 include $1.5 million of the cost
for this project.

The Company's information and non-information technology systems
encountered no significant date-related problems since the year
2000 began.  The Company anticipates that its Information
Services personnel will spend approximately 5% of their time in
2000 to monitor business critical systems for any date-related
problems that may occur during the year and through year-end
2000.  No material future expenditures for date-related problems
have been identified.

This report contains forward-looking statements, within the
meaning of Private Securities Litigation Reform Act of 1995, as
to the Company's expectations regarding the adequacy of credit
facilities, the closing of lot sales at The Coconut Grove on
Kapalua Bay and sale of lots at Site 19.  Forward-looking
statements contained in this report or otherwise made by the
Company are subject to certain risks and uncertainties that could
cause actual results to differ materially from those in the
forward-looking statements.  Potential risks and uncertainties
include, but are not limited to, those risks and uncertainties as
disclosed in the Company's Annual Report to Shareholders and Form
10-K filing with the Securities and Exchange Commission.

Item 3.   Quantitative and Qualitative Disclosures about Market
Risk

The Company's primary market risk exposure with regard to
financial instruments is to changes in interest rates.  The
Company manages this risk by monitoring interest rates and future
cash requirements, and evaluating opportunities to refinance
borrowings at various maturities and interest rates.  There were
no material changes to the Company's market risk exposure during
the first six months of 2000.

PART II   OTHER INFORMATION
Item 1.   Legal Proceedings

Chemical Litigation - On July 10, 2000, Maui Land & Pineapple
Company, Inc. v. Occidental Chemical Corporation, civil No. 97-
0867 (Second Circuit Court, State of Hawaii) was dismissed
without prejudice.

Item 4.   Submission of Matters to a Vote of Security-Holders

On April 26, 2000, the annual meeting of the Company's
shareholders was held.  Proxies for the meeting were solicited
pursuant to Regulation 14A under the Securities Exchange Act of
1934.  The number of outstanding shares as of March 1, 2000, the
record date of the annual meeting, was 7,195,800.

The results of the voting were as follows:

Election of Class One Directors for a three-year term:
                                Shares Voted For  Shares Withheld

Randolph G. Moore                6,417,785            18,735
Fred E. Trotter, III             6,410,480            26,040

Election of the firm Deloitte & Touche LLP as auditor of the
Company for the fiscal year 2000:

Shares voted for:                6,425,388
Shares voted against:                1,503
Shares abstained:                    9,629

Item 6.   Exhibits and Reports on Form 8-K

(a)  Exhibits
   (4)    Instruments Defining the Rights of Security Holders
          *A.  2000 Loan Modification Agreement effective as of
               June 30, 2000.

   (27)   Financial Data Schedule
          *As of June 30, 2000 and for the six months then ended.

*Filed Herewith

(b)  Reports on Form 8-K
     The Company filed no reports on Form 8-K for the period
     covered by this report.

<PAGE>
                            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.





                         MAUI LAND & PINEAPPLE COMPANY, INC.





   AUGUST 7, 2000           /S/ PAUL J. MEYER
      Date                     Paul J. Meyer
                         Executive Vice President/Finance
                         (Principal Financial Officer)

</TEXT>
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<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Maui
Land & Pineapple Company, Inc. Balance Sheet as of June 30, 2000 and the
Statement of Operations for the six months then ended, and is qualified in its
entirely by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-END>                               JUN-30-2000
<CASH>                                             674
<SECURITIES>                                         0
<RECEIVABLES>                                   11,809
<ALLOWANCES>                                       748
<INVENTORY>                                     27,032
<CURRENT-ASSETS>                                43,139
<PP&E>                                         232,804
<DEPRECIATION>                                 128,878
<TOTAL-ASSETS>                                 160,817
<CURRENT-LIABILITIES>                           15,676
<BONDS>                                         41,542
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        12,455
<OTHER-SE>                                      55,291
<TOTAL-LIABILITY-AND-EQUITY>                   160,817
<SALES>                                         45,273
<TOTAL-REVENUES>                                65,696
<CGS>                                           30,060
<TOTAL-COSTS>                                   45,113
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,206
<INCOME-PRETAX>                                  3,401
<INCOME-TAX>                                     1,156
<INCOME-CONTINUING>                              2,245
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,245
<EPS-BASIC>                                        .31
<EPS-DILUTED>                                      .31


</TABLE>
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<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>


                2000 LOAN MODIFICATION AGREEMENT

     THIS  AGREEMENT  is effective as of June 30,  2000,  by  and
among  MAUI  LAND & PINEAPPLE COMPANY, INC., a Hawaii corporation
(the  "Borrower"),  BANK OF HAWAII, a Hawaii banking  corporation
("BOH"),  FIRST  HAWAIIAN  BANK,  a  Hawaii  banking  corporation
("FHB"),  CENTRAL  PACIFIC  BANK, a  Hawaii  banking  corporation
("CPB")  (BOH, FHB and CPB are each sometimes called  a  "Lender"
and  collectively called the "Lenders"), and BANK OF  HAWAII,  as
Agent for the Lenders to the extent and in the manner provided in
the  Loan  Documents described below and in the Agency  Agreement
described  in  the  Loan  Agreement  described  below  (in   such
capacity, the "Agent"),

                      W I T N E S S E T H:

     WHEREAS,  the  Borrower, the Lenders and  Bank  of  America,
National  Trust and Savings Association ("BOA") (the Lenders  and
BOA are collectively called the "Original Lenders") and the Agent
are  parties  to that certain Revolving and Term Loan  Agreement,
dated  as  of  December  31, 1992, as amended  by  a  First  Loan
Modification   Agreement,  dated  as  of  March  1,   1993,   and
supplemented by letter agreements dated April 30, 1993  and  June
24,  1993,  and  further  amended  by  Second  Loan  Modification
Agreement,  dated September 8, 1993, by a Third Loan Modification
Agreement,   dated  September  30,  1993,  by   a   Fourth   Loan
Modification  Agreement, dated March 8, 1994,  by  a  Fifth  Loan
Modification Agreement, dated effective as of December 31,  1994,
by  a  Sixth Loan Modification Agreement, dated effective  as  of
March  31,  1995,  and  by a Seventh Loan Modification  Agreement
dated effective as of December 31, 1995, each among the Borrower,
the   Original  Lenders  and  the  Agent  (as  so   amended   and
supplemented, the "Original Loan Agreement");

     WHEREAS,  the  Original Loan Agreement and the  other  "Loan
Documents"  referred  to  therein, as respectively  amended,  set
forth  the  terms and conditions upon which the Original  Lenders
(i)  have  made available to the Borrower the Revolving Loans  in
the  original aggregate principal amount of up to $40,000,000  at
any  one  time outstanding (subject to mandatory reduction,  from
time  to time, of such aggregate principal amount available)  and
(ii)  shall make available to the Borrower the Term Loans  in  an
amount  up  to  the aggregate principal amount of  the  Revolving
Loans  outstanding upon expiration of the Revolving Loan  Period,
all as more particularly described therein;

     WHEREAS,  the  parties  hereto  entered  into  that  certain
Amended  and  Restated Revolving Credit and Term  Loan  Agreement
dated  December  4,  1996, as amended by letter  agreement  dated
February  21,  1997, by First Loan Modification  Agreement  dated
December  31,  1997,  and  by Second Loan Modification  Agreement
dated March 17, 1998 (as so amended, the "First Restatement");

     WHEREAS,  the  parties  hereto  entered  into  that  certain
Amended  and  Second  Restated Revolving  Credit  and  Term  Loan
Agreement dated as of December 4, 1998 (the "Second Restatement")
to,  among  other  things, establish a development  line  in  the
aggregate  principal  amount of $15,000,000,  being  the  Village
Course   Facility  more  particularly  described  in  the  Second
Restatement;

     WHEREAS, the Lenders having purchased the interests  of  BOA
under  the  Original Loan Agreement and the other Loan  Documents
referred  to  therein  (the  "BOA  Purchase"),  and  BOH   having
purchased  a  portion of the interest of FHB under  the  Original
Loan  Agreement, as amended by the First Restatement and  by  the
Second  Restatement (the Original Loan Agreement as the same  has
been  and  may  hereafter be amended, the "Loan Agreement"),  and
under the other Loan Documents referred to in the Loan Agreement,
the  respective "Individual Loan Commitment Percentage"  of  each
Lender is now as follows:

     (1)  BOH's Individual Loan Commitment Percentage is equal to
53.667%  with  respect  to the Original  Facility  and  50%  with
respect to the Village Course Facility;

     (2)  FHB's Individual Loan Commitment Percentage is equal to
33.333%  with  respect to the Original Facility and 33.333%  with
respect to the Village Course Facility; and

     (3)  CPB's Individual Loan Commitment Percentage is equal to
13%  with  respect  to  the Original Facility  and  16.667%  with
respect to the Village Course Facility;

     WHEREAS, the Aggregate Loan Commitment with respect  to  the
Original  Facility  having  been  reduced  to  $15,000,000,   the
respective  Individual Loan Commitments of  the  Lenders  are  as
follows:

     (1)  BOH's Individual Loan Commitment is equal to $8,050,000
with  respect to the Original Loan Facility, subject  to  further
permanent  reduction  from time to time in  accordance  with  the
terms  of the Loan Agreement, and $7,500,000 with respect to  the
Village Course Facility;

     (2)  FHB's Individual Loan Commitment is equal to $5,000,000
subject  to  further permanent reduction from  time  to  time  in
accordance  with the terms of the Loan Agreement, and  $5,000,000
with respect to the Village Course Facility; and

     (3)    CPB's   Individual  Loan  Commitment  is   equal   to
$1,950,000, subject to further permanent reduction from  time  to
time  in  accordance  with the terms of the Loan  Agreement,  and
$2,500,000 with respect to the Village Course Facility;

     WHEREAS,  the parties hereto entered into that certain  1999
Loan Modification Agreement dated as of December 30, 1999; and

     WHEREAS,  Borrower has requested a further  modification  of
the  Loan  Documents and Lenders are willing to accommodate  such
modification under the terms of this Agreement;

     NOW, THEREFORE, in consideration of the premises, the mutual
covenants   set  forth  herein  and  other  good   and   valuable
consideration,  the receipt and sufficiency of which  are  hereby
acknowledged,  the  Borrower, the Lenders and  the  Agent  hereby
agree as follows:

     1.   The Loan Documents are amended to conform to the following:

          (a)  Capital Expenditures.  Section 5.2(d) of the Loan Agreement
is amended to read as follows:

               (d)    Neither  the  Borrower  nor   any
          Subsidiary  will make any Capital Expenditure
          that  is  not approved in writing by  Lenders
          that   causes  Borrower  to  exceed  (on   an
          aggregated   basis)  the  following   Capital
          Expenditure  limits: $10,800,000  for  fiscal
          year  1998; $11,500,000 for fiscal year 1999;
          $15,250,000 for fiscal year 2000; $14,000,000
          for  fiscal  year  2001; and $12,000,000  for
          each   fiscal   year   thereafter.    Capital
          Expenditures  for work at the Village  Course
          at  Kapalua  (described  in  Section  5.1(n))
          shall  not  be  counted towards such  Capital
          Expenditure limits.  Capital Expenditures for
          the  Site  29 Project of up to $1,000,000  in
          the aggregate or that are approved in writing
          by  Lenders shall not be counted towards such
          Capital Expenditure limits.

          (b)  Current Ratio.  For the purpose of determining the Current
Ratio  for  the second, third and fourth quarters of fiscal  year
2000,  Current  Liabilities shall not  include  deferred  revenue
related  to  lot  sales  in the real estate development  projects
known as "Plantation Estates" and "Pineapple Hill Estates", built
or intended to be built on land identified as Tax Map Key (2) 4-2-
05:  1 through 14, inclusive, 44 and 45 and Tax Map Key (2)  4-2-
04: 24, respectively.

     2.   Upon execution of this Agreement and in consideration of
these amendments Borrower shall pay to the Agent, on demand,  for
distribution   to   the  Lenders  according  to   the   following
percentages,  a non-refundable fee in the amount of  $5,000:   to
BOH  51.83%  ($2,591.67); to FHB 33.33% ($1,666.67); and  to  CPB
14.84% ($741.66).

     3.   Capitalized terms used, but not defined, in this Agreement,
shall have the definitions stated in the Loan Agreement.

     4.   Borrower agrees that Borrower has no claims, defenses, or
offsets against the Lenders or the Agent with respect to said
credit facility or to the enforcement of the Loan Documents
arising prior to the date of this Agreement, and that Borrower
agrees that all such claims, defenses, and offsets are hereby
released.

     5.   The execution of this Agreement by the Borrower constitutes
the personal certification of the persons signing this Agreement
on behalf of the Borrower that, to the best of their knowledge,
the representations and warranties made in Article IV of the Loan
Agreement are true and correct as of the date of this Agreement.

     6.   In all other respects, the Loan Documents, as amended,
remain in full force and effect and the provisions of the Loan
Documents including, without limitation, all promises,
representations, warranties, covenants, and conditions, are
ratified and confirmed as of the date of this Agreement by the
parties hereto.

     7.   This Agreement is binding upon, and shall inure to the
benefit of, the parties hereto and their respective successors
and assigns.

     8.   The parties hereto agree that this instrument may be
executed in counterparts, each of which shall be deemed an
original, and said counterparts shall together constitute one and
the same agreement, binding all of the parties hereto,
notwithstanding all of the parties are not signatory to the
original or the same counterparts.  Duplicate unexecuted pages of
the counterparts may be discarded and the remaining pages
assembled as one document.

     To  signify their agreement, the parties have executed  this
Agreement as of the date first written above.

MAUI  LAND & PINEAPPLE          BANK  OF  HAWAII, individually
COMPANY INC.                    and as Agent


By: /S/PAUL J. MEYER             By: /S/DEREK CHANG
  Its Executive Vice               Its  Assistant Vice President
      President/Finance

By: /S/GARY L. GIFFORD           FIRST HAWAIIAN BANK
  Its President & CEO
                                 By: /S/LANCE A. MIZUMOTO
                                   Its Vice President

                                 CENTRAL PACIFIC BANK

                                 By: /S/ALAN TAMANAHA
                                   Its Vice President





</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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