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<SEC-DOCUMENT>0000063330-01-500006.txt : 20010326
<SEC-HEADER>0000063330-01-500006.hdr.sgml : 20010326
ACCESSION NUMBER:		0000063330-01-500006
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20001231
FILED AS OF DATE:		20010323

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MAUI LAND & PINEAPPLE CO INC
		CENTRAL INDEX KEY:			0000063330
		STANDARD INDUSTRIAL CLASSIFICATION:	CANNED, FRUITS, VEG & PRESERVES, JAMS & JELLIES [2033]
		IRS NUMBER:				990107542
		STATE OF INCORPORATION:			HI
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		
		SEC FILE NUMBER:	001-06510
		FILM NUMBER:		1577621

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

	MAIL ADDRESS:	
		STREET 1:		PO BOX 187
		CITY:			KAHULUI
		STATE:			HI
		ZIP:			96732
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>form.txt
<DESCRIPTION>2000 FORM 10-K
<TEXT>

                         UNITED STATES
              SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549

                          FORM 10-K

(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended	December 31, 2000
OR
[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from 		to

               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
of incorporation or organization)	number)

120 KANE STREET, P. O. BOX 187, KAHULUI, MAUI, HAWAII	   96733-6687
(Address of principal executive offices)	           (Zip Code)

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

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

     Title of Each Class	Name of Each Exchange on Which Registered

Common Stock, without Par Value		American Stock Exchange

	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 by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K.  [  ]

	The aggregate market value, as of February 13, 2001, of the
voting stock held by non-affiliates of the registrant:  $157,588,000.

	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 February 13, 2001
Common Stock, no par value			7,195,800 shares

Documents incorporated by reference:
Parts I, II and IV -- Portions of the 2000 Annual Report to Security
Holders.
Part III - Portions of Proxy Statement dated March 26, 2001.

Exhibit Index--pages 15 - 17.


PART I
Item 1. 	 BUSINESS

(a)	General
	Maui Land & Pineapple Company, Inc. is a Hawaii corporation,
the successor to a business organized in 1909.  The Company consists
of a landholding and operating parent company as well as its principal
wholly owned subsidiaries, Maui Pineapple Company, Ltd. and Kapalua
Land Company, Ltd.  The "Company," as used herein, refers to the
parent and all of its subsidiaries.
	The Company participates in joint ventures that are accounted
for by the equity method.  The most significant of these joint
ventures is Kaahumanu Center Associates, the owner and operator of a
regional shopping center.
	The industry segments of the Company are as follows:
	(1)	Pineapple - includes growing pineapple, canning
	pineapple in tinplated steel containers fabricated by the
	Company, production of pineapple juice and fresh cut pineapple
	products and marketing of canned pineapple products and
	fresh whole and fresh cut pineapple.
	(2)	Resort - includes the development and sale of resort
	real estate, property management and the operation of
	recreational and retail facilities and utility companies at
	Kapalua, Maui.
	(3)	Commercial & Property - includes the Company's
	investment in Kaahumanu Center Associates, the Napili Plaza
	shopping center, and non-resort real estate development,
	rentals and sales.  It also includes the Company's land
	entitlement and land management activities.

(b)	Financial Information About Industry Segments
	The information set forth under Note 16 to Consolidated
Financial Statements on page 18 of the Maui Land & Pineapple
Company, Inc. 2000 Annual Report is incorporated herein by reference.

(c)	Narrative Description of Business
	(1)	Pineapple
		Maui Pineapple Company, Ltd. is the operating
	subsidiary for the Company's Pineapple segment.  It owns and
	operates fully integrated facilities for the production of
	pineapple products.
		 Pineapple is cultivated on two Company-operated
	plantations on Maui that provided approximately 94% of the
	fruit processed in 2000.  The balance of fruit processed was
	purchased from an independent Maui grower.  Two pineapple
	crops are normally harvested from each new planting.  The
	first, or plant crop, is harvested approximately 18 to 23
	months after planting, and the second, or ratoon crop, is
	harvested 12 to 14 months later.  A third crop, the second
	ratoon, may also be harvested depending on a number of
	conditions.
		Harvested pineapple is processed at the Company's
	cannery in Kahului, Maui, where a full line of canned
	pineapple products is produced, including solid pineapple
	in various grades and styles, juice and juice concentrates.
	The cannery is located in a foreign trade zone and operates
	most of the year; however, over 40% of production volume
	takes place during June, July and August.  The metal
	containers used in canning pineapple are produced in a
	Company-owned can plant on Maui.  The metal is imported
	from manufacturers in Japan.  A warehouse is maintained at
	the cannery site for inventory purposes.
		The Company sells canned pineapple products as
	store-brand pineapple with 100% HAWAIIAN U.S.A. stamped on
	the can lid.  Its products are sold principally to large
	grocery chains, other food processors, wholesale grocers,
	and to organizations offering a complete buyers' brand
	program to affiliated chains and wholesalers serving both
	retail and food service outlets.  A substantial volume of
	the Company's pineapple products is marketed through food
	brokers.  The Company sells fresh whole pineapple and
	fresh cut pineapple products to retail and wholesale
	grocers in Hawaii and the continental United States.
	Research to develop new fresh cut and canned pineapple
	products is ongoing.
		In 1999, the Company was granted a U.S. patent on
	its fresh cut pineapple technology, which enhances the
	quality of the product while extending the shelf life.
	The extended shelf life allows the Company to set up local
	warehouse programs, thereby facilitating distribution to
	retailers.
		In 1997, Royal Coast Tropical Fruit Company, Inc.
	(a wholly owned subsidiary of Maui Pineapple Company, Ltd.)
	entered into a joint venture with an Indonesian pineapple
	grower and canner.  The joint venture, Premium Tropicals
	International, LLC, markets and sells Indonesian canned
	pineapple in the United States.
		In 1999, Royal Coast Tropical Fruit Company, Inc.
	formed a 51%-owned pineapple production subsidiary in
	Central America.  Pineapple cultivated in Central America
	is sold principally as fresh whole fruit to the Company's
	customers in the United States and Europe.  Sales of the
	Company's Central American pineapple began in the fourth
	quarter of 2000.
		In 2000, approximately 20 domestic customers
	accounted for about 64% of the Company's pineapple sales.
	Export sales, primarily to Japan, Canada and Western
	Europe, amounted to approximately 3.3%, 3.4% and 4.6% of
	total pineapple sales in 2000, 1999 and 1998, respectively.
	Sales to the U.S. government, mainly the United States
	Department of Agriculture, amounted to approximately 12.3%,
	9.7% and 10.2% of total pineapple sales in 2000, 1999 and
	1998, respectively.  The Company's pineapple sales office
	is in Concord, California.
		As a service to its customers, the Company
	maintains inventories of its products in public warehouses
	in the continental U.S.  The balance of its products is
	shipped directly from Hawaii to its customers.  The
	Company's canned pineapple products are shipped from Hawaii
	by ocean transportation and are then taken by truck or rail
	to customers or to public warehouses.  Fresh whole and
	fresh cut pineapple is shipped by air or by ocean
	transportation.
		The Company sells its products in competition with
	both foreign and U.S. companies.  Its principal competitors
	are three U.S. companies, Dole Food Company, Inc., Del
	Monte Food Co., and Del Monte Fresh Produce Company, which
	produce substantial quantities of pineapple products, a
	significant portion of which is produced in Central America
	and Southeast Asia.  Other producers of pineapple products
	in Thailand and Indonesia also are a major source of
	competition.  Foreign production has the advantage of lower
	labor costs.  The Company's principal marketing advantages
	are the high quality of its fresh and canned pineapple, the
	relative proximity to the West Coast United States fresh
	fruit market and being the only U.S. canner of pineapple.
	Other canned fruits and fruit juices also are a source of
	competition.  The price of the Company's products is
	influenced by supply and demand of pineapple and other
	fruits and juices.
		The availability of water for irrigation is
	critical to the cultivation of pineapple.  The Upcountry
	Maui area is commonly susceptible to drought conditions,
	which can adversely affect pineapple operations by
	resulting in poor yields (tons per acre) and lower
	recoveries (the amount of saleable product per ton of
	fruit processed).  Approximately 83% of the fields in the
	Company's Upcountry Maui plantation (Haliimaile) are
	equipped with drip irrigation systems.  Fields that are
	not drip irrigated are in areas that typically receive
	adequate rainfall.  The Company's drip irrigation systems
	and Company controlled or operated water sources help to
	mitigate the effects of periodic drought conditions.
	However, during periods of prolonged drought, the water
	supply can drop below levels that are necessary to meet
	all of the Haliimaile plantation's water requirements.
		For further information regarding Pineapple
	operations, see Management's Discussion and Analysis of
	Financial Condition and Results of Operations.

	(2)	Resort
		Kapalua Resort is a master-planned, golf resort
	community on Maui's northwest coast.  The Resort
	encompasses 1,650 acres bordering the ocean with three
	white sand beaches and includes two hotels, eight
	residential subdivisions, three championship golf
	courses, two ten-court tennis facilities, a 22,000 square
	foot shopping center and over ten restaurants.  Water and
	waste transmission utilities are included in the Resort's
	operating activities.  Approximately 300 acres are
	available for further development within the Kapalua Resort.
		Kapalua Land Company, Ltd. is the developing and
	operating subsidiary of the Company's Resort segment.  The
	Resort segment also includes the following wholly owned
	subsidiaries of the Company:  Kapalua Water Company, Ltd.
	and Kapalua Waste Treatment Company, Ltd., public utilities
	providing water and waste transmission services for the
	Kapalua Resort; Kapalua Advertising Company, Ltd., an
	in-house advertising agency; and Kapalua Realty Company,
	Ltd. (wholly owned by Kapalua Land Company, Ltd.), a
	general brokerage real estate company located within the
	Resort.
		The Company, through subsidiaries and joint
	ventures, developed the Kapalua Resort, which opened in
	1975 with The Bay Course.  At Kapalua, the Company owns
	three golf courses (The Bay, The Village and The Plantation
	Courses), one tennis facility (The Tennis Garden), a
	shopping center (The Kapalua Shops), the land under both
	hotels (The Ritz-Carlton, Kapalua and Kapalua Bay Hotel),
	as well as the acreage available for development and
	various on-site administrative and maintenance facilities.
		The Company operates the golf and tennis facilities,
	the shopping center, ten retail shops, a vacation rental
	program (The Kapalua Villas), and certain services to the
	Resort, including shuttle, security and maintenance of
	common areas.  The Company is the ground lessor under
	long-term leases for both hotels and also receives rental
	income from certain other properties.  The Company manages
	The Kapalua Club, a membership program that provides certain
	rights and privileges within the Resort for its members.
		In January 2000, the Kapalua Golf Academy and the
	Hale Irwin-designed Village Course practice facility opened
	for business.  In August 2000, the Village Clubhouse was
	opened.  The clubhouse and golf academy development include
	an 18-hole putting course and two commercial retail parcels.
	This development provides the commercial foundation for the
	central resort area.  The current master plan includes a
	future Town Center, resort spa and additional residential
	development.
		In December 2000, 12 of the 31 lots in Pineapple
	Hill Estates single-family subdivision were sold and closed
	escrow.  No revenue was recognized on these sales in 2000
	as they are being recognized on the percentage-of-completion
	method.  Construction of Pineapple Hill Estates subdivision
	improvements will begin in the first quarter of 2001 and is
	scheduled to be substantially completed during the fourth
	quarter of 2001.
		In the fourth quarter of 1999, the Company began
	construction of 14 single-family lots on the remaining
	acreage of Plantation Estates Phase II.  All of the lots
	were sold in 1999 and 12 sales closed escrow in November
	and December of 1999.  Construction of the subdivision
	improvements was substantially completed during the second
	quarter of 2000.
		In 1997, the Company and an affiliate of Lend
	Lease Real Estate Investment, Inc. (Lend Lease), owner of
	the Kapalua Bay Hotel, formed a 50/50 joint venture,
	Kapalua Coconut Grove LLC, to develop a 12-acre parcel
	adjacent to the hotel.  Lend Lease purchased a one-half
	interest in the land from the Company prior to formation
	of the venture.  Presales of the 36 luxury beachfront
	condominiums, called The Coconut Grove on Kapalua Bay,
	began in August of 1999 and sales contracts on all 36
	units were concluded by the second quarter of 2000.
	Mass grading and site work began in the fourth quarter of
	1999.  Sales are expected to begin closing in the second
	quarter of 2001 as construction of the buildings is
	completed and title is transferred to the buyers.
		The Kapalua Resort faces substantial competition
	from alternative visitor destinations and resort
	communities in Hawaii and throughout the world.  Kapalua's
	marketing strategies target upscale visitors with an
	emphasis on golf.  In 2000, approximately 19% of the
	visitors to Maui were international travelers and 81% were
	domestic.  Kapalua's primary resort competitors on Maui
	are Kaanapali, which is approximately five miles from
	Kapalua, and Wailea on Maui's south coast.  Kapalua's
	total guestroom inventory accounts for approximately 10%
	of the units available in West Maui and approximately 6%
	of the total inventory on Maui.
		Nationally televised professional golf tournaments
	have been a major marketing tool for Kapalua.  Since
	January 1999, Kapalua has successfully hosted the Mercedes
	Championships, the season opening event for the PGA TOUR.
	Through the non-profit organization, Kapalua Maui
	Charities, Inc., the Company has agreements with
	Mercedes-Benz and the PGA TOUR to host and manage this
	event at Kapalua through January 2002 and is currently
	negotiating four year extensions of the agreements.
	Advertising placements in key publications are designed to
	promote Kapalua through the travel trade, consumer, golf
	and real estate media.
		For further information regarding Resort
	operations, see Management's Discussion and Analysis of
	Financial Condition and Results of Operations.

	(3)	Commercial & Property
		Kaahumanu Center is the largest retail and
	entertainment center on Maui with a gross leasable area
	(GLA) of approximately 570,000 square feet.  Kaahumanu
	Center is owned by Kaahumanu Center Associates (KCA), a
	50/50 partnership between the Company, as general partner,
	and the Employees' Retirement System of the State of
	Hawaii, as a limited partner.  As of December 31, 2000,
	131 tenants occupied 97% of the available GLA.  Kaahumanu
	 Center faces substantial competition from other retail
	centers in Kahului and other areas of Maui.  Kahului has
	approximately nine major shopping center destinations with
	a combined GLA of approximately 1.9 million square feet of
	retail space.  Kaahumanu Center's primary competitors are
	the Maui Mall and the Maui Marketplace, both located
	within three miles of Kaahumanu Center.
		Napili Plaza is a 45,000 square foot retail and
	commercial office center located in West Maui.  As of
	December 31, 2000, 19 tenants occupied 82% of the GLA.
	Napili Plaza faces competition from several retail
	locations in the Napili area, which have approximately
	231,000 square feet of retail space.
		The Company's land entitlement and management
	activities are included in the Commercial & Property
	segment.  Land entitlement is a lenghty process of
	obtaining the required county, state and federal
	approvals to proceed with planned development and use of
	the Company's land and satisfying all conditions and
	restrictions imposed in connection with such governmental
	approvals.  The Company actively works with regulatory
	agencies and legislative bodies at all levels of
	government to obtain necessary entitlements.
		For further information regarding Commercial &
	Property operations, see Management's Discussion and
	Analysis of Financial Condition and Results of Operations.


	(4)	Employees
		In 2000, the Company employed approximately 1,890
	employees.  Pineapple operations employed approximately
	520 full-time and approximately 780 seasonal or
	intermittent employees.  Approximately 57% of the Pineapple
	operations employees were covered by collective bargaining
	agreements.  Resort operations employed approximately 480
	employees, of which approximately 14% were part-time
	employees and approximately 29% were covered by collective
	bargaining agreements.  The Company's Commercial & Property
	operations employed approximately 80 employees and
	approximately 30 employees were engaged in administrative
	activities.

	(5)	Other Information
		The Company's Pineapple segment engages in continuous
	research to develop techniques to reduce costs through crop
	production and processing innovations and to develop and
	perfect new products.  Improved production systems have
	resulted in increased productivity by the labor force.
	Research and development expenses approximated $845,000 in
	2000, $839,000 in 1999 and $815,000 in 1998.
		The Company has reviewed its compliance with federal,
	state and local provisions that regulate the discharge of
	materials into the environment or otherwise relate to the
	protection of the environment.  The Company does not expect
	any material future financial impact as a result of compliance
	with these laws.
		The Company has a commitment relating to the
	filtration of water wells, as described in Note 13 to
	Consolidated Financial Statements.  The Company's share of the
	cost to maintain and operate the filtration systems for the
	existing wells and its share of the cost of the letter of
	credit has been estimated and a reserve for this liability was
	recorded in 1999.  The reserve recorded in 1999 and
	adjustments made thereto in 2000 did not have a material
	effect on the Company's financial statements for the years
	ended December 31, 2000 and 1999.  The Company is unable to
	estimate the range of potential financial impact for the
	possible filtration cost for any future wells acquired or
	drilled by the County of Maui and, therefore, has not made a
	provision in its financial statements for such costs.

(d)	Financial Information About Foreign and Domestic Operations
	and Export Sales
	Export sales only arise in the Company's Pineapple segment.
Export sales of pineapple products are primarily to Japan, Western
Europe and Canada.  For the last three years, these sales did not
exceed 10% of total consolidated revenues.


Executive Officers of Registrant
	Below is a list of the names and ages of the Company's
executive officers, indicating their position with the Company and
their principal occupation during the last five years.  The current
terms of the executive officers expire in May of 2001 or at such
time as their successors are elected.

Gary L. Gifford (53)	President and Chief Executive Officer since 1995

Paul J. Meyer (53)	Executive Vice President/Finance since 1984

Douglas R. Schenk (48)	Executive Vice President/Pineapple since 1995

Donald A. Young (53)	Executive Vice President/Resort since 1995

J. Susan Corley (57)	Vice President/Human Resources since 2000;
			Director/Human Resources 1998 to 2000;
			Director/Industrial Relations of Reynolds Metals
			Co., Inc. 1994 to 1998

Scott A. Crockford (45)	Vice President/Retail Property since 1995

Warren A. Suzuki (48)	Vice President/Land Management & Development
			since 1995


Item 2.		PROPERTIES
	The Company owns approximately 28,600 acres of land on Maui.
Approximately 30% of the acreage is used directly or indirectly in the
Company's operations and the remaining land is primarily in pasture or
forest reserve.  This land, most of which was acquired from 1911 to
1932, is carried on the Company's balance sheet at cost.  The Company
believes it has clear and unencumbered marketable title to all such
property, except for the following:

(a)	a perpetual conservation easement granted to the State of
	Hawaii on a 13-acre parcel at Kapalua;
(b)	certain easements and rights-of-way that do not materially
	affect the Company's use of its property;
(c)	a mortgage on approximately 4,400 acres used in pineapple
	operations, which secures the Company's $15 million term
	loan agreement;
(d)	a mortgage on the three golf courses at Kapalua, which
	secures the Company's $15 million revolving credit and $8.8
	million development line arrangement;
(e)	a permanent conservation easement granted to The Nature
	Conservancy of Hawaii, a non-profit corporation, covering
	approximately 8,600 acres of forest reserve land;
(f)	a $4,721,000 mortgage on the fee interest in Napili Plaza
	shopping center; and
(g)	a small percentage of the Company's land in various
	locations on which multiple claims exist, for some of which
	the Company has initiated quiet title actions.

	Approximately 22,800 acres of the Company's land are located
in West Maui, approximately 5,700 acres are located in East Maui and
approximately 28 acres are located in Kahului, Maui.
	The 22,800 acres in West Maui comprise a largely contiguous
parcel that extends from the sea to an elevation of approximately
5,700 feet and includes nine miles of ocean frontage with
approximately 3,300 lineal feet along sandy beaches, as well as
agricultural and grazing lands, gulches and heavily forested areas.
The West Maui acreage includes approximately 3,600 acres comprising
the Company's Honolua pineapple plantation and 	approximately 1,650
acres designated for the Kapalua Resort.
	The East Maui property is situated at elevations between
1,000 and 3,000 feet above sea level on the slopes of Haleakala and
approximately 3,140 acres are in pineapple operations as the
Company's Haliimaile plantation.
	The Kahului acreage includes a can manufacturing plant and
a pineapple-processing cannery with interconnected warehouses at
the cannery site where finished product is stored and the Company's
administrative offices.
	Approximately 3,500 acres of leased land are used in the
Company's pineapple operations.  A major operating lease covering
approximately 1,500 acres of land expired on December 31, 1999 and
is currently being renegotiated for a minimum term of ten years.
Fourteen leases expiring at various dates through 2018 cover the
balance of the leased property.  The aggregate land rental for all
leased land was $589,000 in 2000.



Item 3.		LEGAL PROCEEDINGS
	None.

Item 4.		SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	None.


PART II
Item 5.		MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
	The information set forth under the caption "Common Stock"
on page 19 of the Maui Land & Pineapple Company, Inc. 2000 Annual
Report is incorporated herein by reference.

Item 6.		SELECTED FINANCIAL DATA
	The information set forth under the caption "Selected
Financial Data" on page 20 of the Maui Land & Pineapple Company,
Inc. 2000 Annual Report is incorporated herein by reference.

Item 7.		MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
	"Management's Discussion and Analysis of Financial
Condition and Results of Operations" on pages 21 through 24 of the
Maui Land & Pineapple Company, Inc. 2000 Annual Report is
incorporated herein by reference.

Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
	"Market Risk" on page 24 of the Maui Land & Pineapple
Company, Inc. 2000 Annual Report is incorporated herein by
reference.

Item 8.		FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
	The "Independent Auditors' Report," "Consolidated
Financial Statements,"  "Notes to Consolidated Financial
Statements" and "Quarterly Earnings (unaudited)" on pages 7
through 19 of the Maui Land & Pineapple Company, Inc. 2000 Annual
Report are incorporated herein by reference.

Item 9.		CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
	None.



PART III
Item 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
	The information set forth under the captions "Security
Ownership of Management,"  "Section 16(a) Beneficial Ownership
Reporting Compliance" and "Election of Directors" on pages 6
through 8 of the Maui Land & Pineapple Company, Inc. Proxy
Statement, dated March 26, 2001, is incorporated herein by
reference.
	Information regarding the registrant's executive officers
is included in Part I, Item 1. BUSINESS.

Item 11.	EXECUTIVE COMPENSATION
	The information set forth under the caption "Executive
Compensation" on pages 9 through 13 and under the subcaption
"Directors' Meetings and Committees" on page 8 of the Maui Land &
Pineapple Company, Inc. Proxy Statement, dated March 26, 2001, is
incorporated herein by reference.

Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
	The information set forth under the caption "Security
Ownership of Certain Beneficial Owners and Management" on pages 4
through 6 of the Maui Land & Pineapple Company, Inc. Proxy
Statement, dated March 26, 2001, is incorporated herein by
reference.

Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
	The information set forth under the caption "Compensation
Committee Interlocks and Insider Participation" on page 13 of the
Maui Land & Pineapple Company, Inc. Proxy Statement, dated March 26,
2001, is incorporated herein by reference.



PART IV
Item 14.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
	(a)	1.	Financial Statements
	The following Financial Statements of Maui Land & Pineapple
Company, Inc. and subsidiaries and the Independent Auditors' Report
are included in Item 8 of this report:

	Consolidated Balance Sheets, December 31, 2000 and 1999
	Consolidated Statements of Operations and Retained Earnings
	  for the Years Ended December 31, 2000, 1999 and 1998
	Consolidated Statements of Comprehensive Income for the
	  Years Ended December 31, 2000, 1999 and 1998
	Consolidated Statements of Cash Flows for the Years Ended
  	  December 31, 2000, 1999 and 1998
	Notes to Consolidated Financial Statements

	(a)	2.	Financial Statement Schedules
	The following Financial Statement Schedule of Maui Land &
Pineapple Company, Inc. and subsidiaries and the Independent
Auditors' Report is filed herewith:

	II.	Valuation and Qualifying Accounts for the Years
		Ended December 31, 2000, 1999 and 1998.

	(a)	3.	Exhibits
	Exhibits are listed in the "Index to Exhibits" found on
pages 15 to 17 of this Form 10-K.

	(b)	Reports on Form 8-K
	There were no reports on Form 8-K filed during the last
quarter of the period covered by this report.

	(d)	The Financial Statements of Kaahumanu Center
Associates for the Years Ended December 31, 2000, 1999 and 1998
are filed as exhibits.




INDEPENDENT AUDITORS' REPORT

To the Stockholders and Directors of
Maui Land & Pineapple Company, Inc.:

We have audited the consolidated financial statements of Maui
Land & Pineapple Company, Inc. and its subsidiaries as of
December 31, 2000 and 1999 and for each of the three years in
the period ended December 31, 2000, and have issued our report
thereon, dated February 1, 2001.  Such consolidated financial
statements and report are included in your 2000 Annual Report
and are incorporated herein by reference.  Our audits also
included the financial statement schedule of Maui Land &
Pineapple Company, Inc. listed in Item 14(a)2.  This financial
statement schedule is the responsibility of the Company's
management.  Our responsibility is to express an opinion based
on our audits.  In our opinion, the financial statement
schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material
respects the information set forth therein.


/S/ DELOITTE & TOUCHE LLP
Honolulu, Hawaii
February 1, 2001





                                                   SCHEDULE II

              MAUI LAND & PINEAPPLE COMPANY, INC.
                      AND SUBSIDIARIES

              VALUATION AND QUALIFYING ACCOUNTS
    FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


				    ADDITIONS
	                           (DEDUCTIONS)
	     		ADDITIONS   CHARGED
             BALANCE AT	CHARGED TO  TO OTHER		   BALANCE
	     BEGINNING	COSTS AND   ACCOUNTS   DEDUCTIONS  AT END
DESCRIPTION  OF PERIOD	EXPENSES   (describe)  (describe)  OF PERIOD
         			      (a)	   (b)
                        (Dollars in Thousands)

Allowance for
 Doubtful Accounts
   2000	     $   793    $   465    $	 --   $   (215)   $  1,043

   1999 (c)	 504	    291 	161	  (163)	       793

   1998 (c)  	 567	    202	          9	  (274)        504



(a)	Recoveries.
(b)	Write off of uncollectible accounts.
(c)	Restated to include allowance for non-current receivables.




                          SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

March 23, 2001		    By /S/ GARY L. GIFFORD
			       Gary L. Gifford
			       President & Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.



By	/S/ RICHARD H. CAMERON		    Date     March 23, 2001
	Richard H. Cameron
	Chairman of the Board

By	/S/ PAUL J. MEYER		    Date     March 23, 2001
	Paul J. Meyer
	Executive Vice President/Finance
	(Principal Financial Officer)

By	/S/ ADELE H. SUMIDA		    Date     March 23, 2001
	Adele H. Sumida
	Controller & Secretary
	(Principal Accounting Officer)

By	/S/ DAVID A. HEENAN		    Date     March 23, 2001
	David A. Heenan
	Director

By	/S/ RANDOLPH G. MOORE		    Date     March 23, 2001
	Randolph G. Moore
	Director

By	/S/ FRED E. TROTTER III		    Date     March 23, 2001
	Fred E. Trotter III
	Director


INDEX TO EXHIBITS

The exhibits designated by an asterisk (*) are filed herewith.  The
exhibits not so designated are incorporated by reference to the
indicated filing.  All previous exhibits were filed with the
Securities and Exchange Commission in Washington D. C. under file
number 0-6510.

3.		Articles of Incorporation and By-laws
3.	(i)	Restated Articles of Association, as of February 24,
		2000.
3.	(ii)	Bylaws (Amended as of March 29, 1999).  Exhibit (3ii)
		to Form 10-Q for the quarter ended March 31, 1999.

4.		Instruments Defining the Rights of Security Holders.
		Instruments defining the rights of holders of
		long-term debt have not been filed as exhibits where
		the amount of debt authorized thereunder does not
		exceed ten percent of the total assets of the Company
		and its subsidiaries on a consolidated basis.  The
		Company hereby undertakes to furnish a copy of any
		such instrument to the Commission upon request.
4.1	(i)	Amended and Second Restated Revolving Credit and Term
		Loan Agreement, dated as of December 4, 1998.
		Exhibit 4.1(i) to Form 10-K for the year ended
		December 31, 1998.
	(ii)	1999 Loan Modification Agreement, dated as of
		December 30, 1999.
	(iii)	2000 Loan Modification Agreement, effective as of
		June 30, 2000.  Exhibit 4 to Form 10-Q for the quarter
		ended June 30, 2000.
	(iv)*	Loan Modification Agreement (December 2000),
		effective as of	December 11, 2000.

4.2	(i)	Bridge Loan Agreement between Pacific Coast Farm
		Credit Services, ACA and Maui Land & Pineapple Company,
		Inc., dated December 30, 1998.  Exhibit 4.2(i) to Form
		10-K for the year ended December 31, 1998.
	(ii)	Term Loan Agreement between Pacific Coast Farm Credit
		Services and Maui Land & Pineapple Company, Inc.,
		entered into as of June 1, 1999.  Exhibit 4(A) to Form
		10-Q for the quarter ended June 30, 1999.
	(iii)	Modifications to Term Loan Agreement, dated February 16,
		2000.

10.		Material Contracts
10.1	(i)	Limited Partnership Agreement of Kaahumanu Center
		Associates, dated June 23, 1993.  Exhibit (10)A to Form
		10-Q for the quarter ended June 30, 1993.
	(ii)	Cost Overrun Guaranty Agreement, dated June 28, 1993.
		Exhibit (10)B of Form 10-Q for the quarter ended
		June 30, 1993.
	(iii)	Environmental Indemnity Agreement, dated June 28, 1993.
		Exhibit (10)C to Form 10-Q for the quarter ended
		June 30, 1993.
	(iv)	Indemnity Agreement, dated June 28, 1993.  Exhibit
		(10)D to Form 10-Q for the quarter ended June 30, 1993.
	(v)	Direct Liability Agreement, dated June 28, 1993.
		Exhibit (10)E to Form 10-Q for the quarter ended
		June 30, 1993.
	(vi)	Amendment No. 1 to Limited Partnership Agreement of
		Kaahumanu Center Associates.  Exhibit (10)B to Form 8-K,
		dated as of April 30, 1995.
	(vii)	Conversion Agreement, dated April 27, 1995.  Exhibit (
		10)C to Form 8-K, dated as of April 30, 1995.
	(viii)	Indemnity Agreement, dated April 27, 1995.  Exhibit
		(10)D to Form 8-K, dated as of April 30, 1995.

10.2	(i)*	Second Amended and Restated Hotel Ground Lease (The
		Ritz-Carlton, Kapalua) between Maui Land & Pineapple
		Company, Inc. (Lessor) and RCK Hawaii, LLC dba RCK
		Hawaii-Maui (Lessee), effective as of January 31, 2001.

10.3		Compensatory plans or arrangements
	(i)	Executive Deferred Compensation Plan (revised as of
		8/16/91).  Exhibit (10)A to Form 10-Q for the quarter
		ended September 30, 1994.
	(ii)	Executive Insurance Plan (Amended).  Exhibit (10)A to
		Form 10-K for the year ended December 31, 1980.
	(iii)	Supplemental Executive Retirement Plan (effective as
		of January 1, 1988).  Exhibit (10)B to Form 10-K for
		the year ended December 31, 1988.
	(iv)	Restated and Amended Executive Change-In-Control
		Severance Agreement (Gary L. Gifford, President/CEO),
		dated as of March 16, 1999.  Exhibit 10.3 (iv) to Form
		10-K for the year ended December 31, 1998.
	(v)	Restated and Amended Executive Change-In-Control
		Severance Agreement (Paul J. Meyer, Executive Vice
		President/Finance), dated as of March 17, 1999.
		Exhibit 10.3 (v) to Form 10-K for the year ended
		December 31, 1998.
	(vi)	Restated and Amended Executive Change-In-Control
		Severance Agreement (Donald A. Young, Executive Vice
		President/Resort), dated as of March 16, 1999.  Exhibit
		10.3 (vi) to Form 10-K for the year ended December 31,
		1998.
	(vii)	Restated and Amended Executive Change-In-Control
		Severance Agreement (Douglas R. Schenk, Executive Vice
		President/Pineapple), dated as of March 23, 1999.
		Exhibit 10.3 (vii) to Form 10-K for the year ended
		December 31, 1998.
	(viii)	Restated and Amended Change-In-Control Severance
		Agreement (Warren A. Suzuki, Vice President/Land
		Management), dated as of March 16, 1999.  Exhibit 10.3
		(viii) to Form 10-K for the year ended December 31,
		1998.
	(ix)	Restated and Amended Change-In-Control Severance
		Agreement (Scott A. Crockford, Vice President/Retail
		Property), dated as of March 16, 1999.  Exhibit 10.3
		(ix) to Form 10-K for the year ended December 31, 1998.
	(x)	Executive Severance Plan, as amended through November 6,
		1998.  Exhibit 10.3 (x) to Form 10-K for the year ended
		December 31, 1998.


10.4	(i)	Hotel Ground Lease between Maui Land & Pineapple Company,
		Inc. and The KBH Company.  Exhibit (10)B to Form 10-Q for
		the quarter ended September 30, 1985.
	(ii)	Third Amendment of Hotel Ground Lease, dated and effective
		as of September 5, 1996.  Exhibit (10)A to Form 10-Q for
		the quarter ended September 30, 1996.

10.5	(i)	Settlement Agreement and Release of All Claims (Board of
		Water Supply of the County of Maui vs. Shell Oil Company,
		 et al.)

11.		Statement re computation of per share earnings:  Net
		Income (Loss) divided by weighted Average Common Shares
		Outstanding equals Net Income (Loss) Per Common Share.

13.*		Annual Report to Security Holders:  Maui Land & Pineapple
		Company, Inc. 2000 Annual Report.

21.		Subsidiaries of registrant:
		All of the following were incorporated in the State of
		  Hawaii:
		Maui Pineapple Company, Ltd.
		Kapalua Land Company, Ltd.
		Kapalua Advertising Company, Ltd.
		Kapalua Water Company, Ltd.
		Kapalua Waste Treatment Company, Ltd.
		Honolua Plantation Land Company, Inc.

99.		Additional Exhibits.

99.1*		Financial Statements of Kaahumanu Center Associates for
		the years ended December 31, 2000, 1999 and 1998.








</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>loandoc.txt
<DESCRIPTION>LOAN MODIFICATION AGREEMENT (DECEMBER 2000)
<TEXT>


                   LOAN MODIFICATION AGREEMENT
                          (December 2000)


     THIS AGREEMENT effective as of December 11, 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"), and KAPALUA LAND COMPANY, LTD., a
Hawaii corporation ("Accommodation Party")

                  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
("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 13.000% 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 that certain 2000 Loan
Modification Agreement dated June 30, 2000;

     WHEREAS, the performance of Borrower's obligations
under the Loan Documents is secured by the following
(collectively, the "Mortgages"):

     (1)  Mortgage and Security Agreement dated March 1,
1993, made by Borrower, as Mortgagor, and recorded in
the Bureau of Conveyances of the State of Hawaii as
Document No. 93-036896, which mortgage was confirmed by
instrument dated December 4, 1998, recorded in said
Bureau as Document No. 98-185558;

     (2)  Mortgage and Security Agreement dated March 1,
1993, made by Borrower, as Mortgagor, and recorded in
the Bureau of Conveyances of the State of Hawaii as
Document No. 93-036898, which mortgage was confirmed by
instrument dated December 4,1998, recorded in said
Bureau as Document No. 98-185558; and

     (3)  Additional Security Mortgage and Security
Agreement dated March 1, 1993, made by KAPALUA LAND
COMPANY, LTD., a Hawaii corporation, ("Accommodation
Party") and recorded in the Bureau of Conveyances of the
State of Hawaii as Document No. 93-036900, which
mortgage was amended and confirmed by instrument dated
December 4, 1998, recorded in said Bureau as Document
No. 98-185559;

     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;

     WHEREAS, for their mutual convenience, the parties wish
to restate all amendments effected by said 1999 Loan
Modification Agreement or by said 2000 Loan Modification
Agreement and not further amended or otherwise superceded by
a subsequent amendment or modification to the Loan
Documents; and

     WHEREAS, the Village Course Facility has been fully
drawn and Borrower is not entitled to any further
Advances thereunder;

     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)  Expiry Date - Revolving Loans.  The
Expiry Date is extended from December 31, 2001, to
December 31, 2002.

          (b)  Maturity Date - Term Loans.  The Maturity
Date is extended from December 31, 2004, to December 31,
2005.

          (c)  Village Course Facility Maturity Date.
The Village Course Facility Maturity Date is extended
from December 11, 2001, to March 31, 2002.

          (d)  Interest Rate - Revolving Loans.
Outstanding balances of principal of the Revolving Loans
during the Revolving Loan Period shall bear interest at
either of the following interest rate options that
Borrower may select in accordance with the terms of the
Loan Agreement (1) a floating rate equal to the Base
Rate in effect from time to time or (2) LIBOR, plus:

               (i)  if Borrower's Recourse Debt to Net
Worth Ratio is less than or equal to 0.20, one and one-
half percentage points (1.50%);

               (ii) if Borrower's Recourse Debt to Net
Worth Ratio is greater than 0.20 but not more than 0.40,
one and three-fourths percentage points (1.75%);

               (iii)if Borrower's Recourse Debt to Net
Worth Ratio is greater than 0.40 but not more than 0.60,
two percentage points (2.00%);

               (iv) if Borrower's Recourse Debt to Net
Worth Ratio is greater than 0.60 but not more than 0.80,
two and one-fourth percentage points (2.25%); and

               (v)  if Borrower's Recourse Debt to Net
Worth Ratio is greater than 0.80, two and one-half
percentage points (2.50%).

          (e)  Interest Rate - Term Loans.  In the event
that the Term Loans shall be made, then during the
period (the "Term Loan Period") commencing on the Expiry
Date, to and including the date that the Term Loans are
paid in full, at the option of the Borrower initially
either (i) a floating rate per annum equal to the Base
Rate in effect from time to time, or (ii) LIBOR, plus:

               (i)  if Borrower's Recourse Debt to Net
Worth Ratio is less than or equal to 0.20, one and three-
fourths percentage points (1.75%);

               (ii) if Borrower's Recourse Debt to Net
Worth Ratio is greater than 0.20 but not more than 0.40,
two percentage points (2.00%);

               (iii)if Borrower's Recourse Debt to Net
Worth Ratio is greater than 0.40 but not more than 0.60,
two and one-fourth percentage points (2.25%);

               (iv) if Borrower's Recourse Debt to Net
Worth Ratio is greater than 0.60 but not more than 0.80,
two and one-half percentage points (2.50%); and

               (v)  if Borrower's Recourse Debt to Net
Worth Ratio is greater than 0.80, two and three-fourths
percentage points (2.75%).

          (f) Interest Rate - Village Course Facility
Advances.  The Borrower agrees to pay interest on the
outstanding principal balance of the Advances pursuant
to the following interest rate options that the Borrower
may select in accordance with the provisions of the Loan
Agreement: (1) a floating rate equal to the Base Rate in
effect from time to time; or (2) LIBOR plus:

               (i)  if Borrower's Recourse Debt to Net
Worth Ratio is less than or equal to 0.20, one and one-
half percentage points (1.50%);

               (ii) if Borrower's Recourse Debt to Net
Worth Ratio is greater than 0.20 but not more than 0.40,
one and three-fourths percentage points (1.75%);

               (iii)if Borrower's Recourse Debt to Net
Worth Ratio is greater than 0.40 but not more than 0.60,
two percentage points (2.00%);

               (iv) if Borrower's Recourse Debt to Net
Worth Ratio is greater than 0.60 but not more than 0.80,
two and one-fourth percentage points (2.25%); and

               (v)  if Borrower's Recourse Debt to Net
Worth Ratio is greater than 0.80, two and one-half
percentage points (2.50%).

          (g)  Recourse Debt to Net Worth Ratio.
"Recourse Debt to Net Worth Ratio" or "Recourse Debt/Net
Worth Ratio" shall mean the quotient obtained by
dividing (i) Recourse Debt by (ii) Net Worth.  For the
purpose of determining the interest rate applicable to
the Loans, such ratio shall be based of the most recent
financial reports referred to in Section 5.1(a)(1) of
the Loan Agreement and any KCA debt which is nonrecourse
to the Borrower shall be disregarded.

          (h)  Reductions of Commitment - Original
Facility.  Section 2.6(a) of the Loan Agreement is
amended to read as follows:

                    (a)   Mandatory  Reduction.  Except as
          otherwise provided by Section 2.8(c) hereof: by the
          close of business on each date the Borrower or any
          Subsidiary receives any net sales proceeds (i.e., gross
          sales proceeds less closing costs acceptable to the
          Lenders) in respect of the sale of any real estate
          assets of the Borrower or any Subsidiary, the Borrower
          shall notify the Agent of such sale and the Borrower's
          receipt of such net sale proceeds and shall pay to the
          Lenders through
          the Agent 75% of the after-tax net  proceeds
          so received by the Borrower as a mandatory
          payment of the outstanding principal amount of
          the Loans under the Original Facility;
          provided, however, that such mandatory
          payments of principal shall not permanently
          reduce the Aggregate Loan Commitment with
          respect to the Original Facility.

          (i)  Payments of Principal - Village Course
Facility.  Section 2.8(c) of the Loan Agreement is
amended to read as follows:

               (c)  Village Course Facility.
                    (1)   On or before December 31,
               2000, Borrower shall pay the amount, if
               any, by which the outstanding principal
               balance of the Village Course Facility
               exceeds $12,000,000.00 and, on or before
               March 31, 2001, Borrower shall pay the
               amount, if any, by which the outstanding
               principal balance of the Village Course
               Facility exceeds $8,000,000.

                    (2)   Until such time as the unpaid
               principal balance of the Village Course
               Facility is reduced to $8,000,000.00 or
               less:  within ten(10) days after the
               close of the sale of any lot in the real
               estate development project known as
               "Pineapple Hill Estates", built or
               intended to be built on land identified
               as Tax Map Key (2)4-2-04:24, Borrower
               will make a payment of principal in the
               amount of $400,000.00 with respect to the
               Village Course Facility from the proceeds
               of each such sale.

                    (3)    All  principal and accrued
               interest then outstanding with respect to
               the Village Course Facility shall be due
               and payable in full on or before the
               Village Course Facility Maturity Date.

          (j)  Net Worth.  Section 5.1(e)(3) of the Loan
Agreement is amended to read as follows:

               (3)   A Net Worth of not less than
          $60,100,000.00, plus 50% of the cumulative
          net profits after December 31, 1998 (but not
          the net losses) of Borrower.

          (k)  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; $14,500,000
          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.

          (l)  Current Ratio.  For the purpose of
determining the Current Ratio for the second, third and
fourth quarters of fiscal year 2000, Consolidated
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.   For the purpose of determining the
Current Ratio for all quarters of fiscal year 2001,
Consolidated Current Liabilities shall not include
deferred revenue related to lot sales in the real estate
development project known as "Pineapple Hill Estates",
built or intended to be built on land identified as Tax
Map Key (2)4-2-04:24.

          (m)  Consolidated Current Assets and
Consolidated Current Liabilities.  Section 1.14 of the
Loan Agreement is amended to read as follows:

               1.14  "Consolidated Current Assets" and
          "Consolidated Current Liabilities" mean, at
          any time, all assets or liabilities,
          respectively, that, in accordance with
          generally accepted accounting principles
          consistently applied, should be classified as
          current assets or current liabilities,
          respectively, on a consolidated balance sheet
          of the Borrower and its Subsidiaries, except
          that "Consolidated Current Assets" shall not
          include growing crops and that "Consolidated
          Current Liabilities" shall not include the
          current portion of long term debt related to
          the Village Course Facility, at the time of
          determination, minus the lesser of (1) the
          available portion of the Aggregate Loan
          Commitment with respect to the Original
          Facility, at the time of determination, or (2)
          $8,000,000.

     2.   Upon execution of this Agreement and in
consideration of these amendments:

          (a)  Borrower shall pay to the Agent,on
demand, for distribution to the Lenders a non-refundable
fee with respect to the Original Facility in the amount
of $10,000 as follows:  to BOH 53.667% ($5,366.67); to
FHB 33.33% ($3,333.33); and to CPB 13.00%($1,300.00).

          (b)  Borrower shall pay to the Agent, on
demand, for distribution to the Lenders the following
non-refundable fee with respect to the Village Course
Facility in the amount of $2,500 as follows: to BOH
50.00% ($1,250.00); to FHB 33.33% ($833.33); and to CPB
16.667% ($416.67).

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

     4.   Borrower and Accommodation Party each agrees that
to its actual knowledge it 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 all such claims, defenses and offsets are hereby
released.

     5.   The execution of this Agreement by the Borrower
constitutes the certification of the persons signing this
Agreement on behalf of the Borrower that, to the best of
their actual 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.   Borrower and Accommodation Party acknowledge
that the Mortgages remain in full force and effect and
continue to secure the remaining Loan Documents.

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

     9.   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 COMPANY,   BANK OF HAWAII,individually
INC.                             and as Agent

By: /S/PAUL J. MEYER             By: /S/DEREK CHANG
    Paul J. Meyer                    Derek Chang
 Its Executive Vice President/    Its Asst. Vice President
      Finance
					FIRST HAWAIIAN BANK
By: /S/GARY L. GIFFORD
    Gary L. Gifford		 By: /S/LANCE A. MIZUMOTO
 Its President                       Lance A. Mizumoto
				  Its Vice President
KAPALUA LAND COMPANY, LTD.
				       CENTRAL PACIFIC BANK
By: /S/PAUL J. MEYER
    Paul J. Meyer		 By: /S/ALAN TAMANAHA
 Its Executive Vice President/       Alan Tamanaha
      Finance   		  Its Vice President

By: /S/DON YOUNG
    Don Young
 Its President


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>rclse.txt
<DESCRIPTION>SECOND AMENDED AND RESTATED HOTEL GROUND LEASE
<TEXT>
















         SECOND AMENDED AND RESTATED HOTEL GROUND LEASE

                  (THE RITZ-CARLTON, KAPALUA)

                            BETWEEN

              MAUI LAND & PINEAPPLE COMPANY, INC.
                            (LESSOR)

                              AND

              RCK HAWAII, LLC dba RCK HAWAII-MAUI
                            (LESSEE)














                    TABLE OF CONTENTS

I  DEFINITIONS									 1

     1.1  USE OF DEFINED TERMS						 1
     1.2  TERM									 2
     1.3  DEFINED TERMS								 2
 		a.   ADDITIVE CHANGE ORDER			 	 	 2
		b.   AFFILIATE						 	 2
		c.   AFFILIATED CONCESSIONAIRE			 	 2
		d.   AIA GENERAL CONDITIONS				 	 2
		e.   AMENDMENT AND RESTATEMENT OF TENNIS
		     OPERATING AGREEMENT					 2
 		f.   ANNUAL STATEMENT						 3
           	g.   BEST OFFER						 	 3
		h.   BEST OFFER ENTITY					 	 3
		i.   BEST OFFER ENTITY REVIEW PERIOD		 	 3
		j.   CHANGE ORDERS					 	 3
		k.   COMMENCEMENT OF CONSTRUCTION			 	 3
		l.   COMPLETED AND COMPLETION				 	 3
		m.   CONCESSIONAIRE 						 3
		n.   CONSTRUCTION   					 	 3
		o.   DECLARATION OF COVENANTS, CONDITIONS, AND
		     RESTRICTIONS					 	 	 3
		p.   ESTIMATED MONTHLY PERCENTAGE RENT  		 	 4
            q.   FORECLOSURE						 	 4
            r.   GOLF COURSE USE AGREEMENT                   	 4
		s.   GROSS ANNUAL PERCENTAGE RENT  			 	 4
		t.   GROSS REVENUES 					 	 4
		u.   HOTEL     						 	 4
		v.   HOTEL OPERATING AGREEMENT     			 	 4
		w.   HOTEL OPERATOR 					 	 4
		x.   HOTEL ROOM     					 	 4
		y.   INITIAL LEASE DATE  				 	 4
		z.   INSTITUTIONAL LENDER     			 	 5
		aa.  JOINT MAI 						 	 5
		bb.  KAPALUA RESORT AREA 				 	 5
		cc.  KMA  							 	 5
		dd.  KRA  							 	 5
		ee.  KRA ADVERTISING     				 	 5
		ff.  LAND 							 	 5
		gg.  LEASE YEAR, RENTAL YEAR AND YEAR   		 	 5
		hh.  LEASEHOLD MORTGAGE FORECLOSURE PURCHASER   	 5
		ii.  LEASEHOLD MORTGAGEES       			 	 5
		jj.  LESSEE'S MAI   						 5
		kk.  LESSEE'S REVIEW PERIOD  					 5
		ll. 	LESSOR MORTGAGE     				 	 6
		mm.  LESSOR'S COST OF MONEY   			 	 6
		nn.  LESSOR'S MAI   					 	 6
		oo.  MAUI LAND & PINEAPPLE, INC.'S OFFER     	 	 6
		pp.  MORTGAGEE 						 	 6
		qq.  NEW LEASE 						 	 6
		rr.  OFF-SITE IMPROVEMENTS    			 	 6
		ss.  OFF-SITE PARKING SPACES  			 	 6
		tt.  PERSON    						 	 6
		uu.  PLANS     						 	 6
		vv.  PRECONDITIONS FOR CONSTRUCTION     		 	 6
		ww.  PREMISES  						 	 6
		xx.  QUALIFIED PURCHASER 					 6
		yy.  QUIET HOURS    					 	 7
		zz.  RC'S OFFER     					 	 7
		aaa.  RECORD AND FILE     				 	 7
		bbb.  TENNIS CENTER  					 	 7
		ccc.  TENNIS SITE    					 	 7
		ddd.  TERM 							 	 7
		eee.  THIRD PARTY OFFER   				 	 7
		fff.  THIRD PARTY SALE AGREEMENT   			 	 7

ARTICLE II  DEMISE AND QUIET ENJOYMENT; INTERRELATIONSHIP OF
INTERESTS										 7
      2.1  	DEMISE                                              	 7
      2.2 	QUIET ENJOYMENT                                      	 7
      2.3  	INTERRELATIONSHIP OF INTERESTS                         8

ARTICLE III  RENTAL								 8
      3.1  	LESSEE TO PAY NET RENT						 8
      3.2  	GROSS REVENUES							 8
      3.3  	MINIMUM RENT							 9
      3.4 	PERCENTAGE RENT ("GROSS ANNUAL PERCENTAGE RENT"		 9
              a.  JANUARY 1, 1995 THROUGH DECEMBER 31, 1998		 9
		  b.  JANUARY 1, 1999, THROUGH DECEMBER 31, 2094	 9
		  c.  RECORDS AND ANNUAL STATEMENT				10
		  d.  ACCOUNTING METHOD						11
      3.5 	ACCESS TO GUEST LISTS						11
      3.6  	GROSS EXCISE TAX							11
      3.7  	PAYMENT                                            	12
              a.  PERCENTAGE RENT						12
		  b.  CURRENCY; AGENT						12
      3.8  	LATE PAYMENT                                      	12
      3.9  	OFF-SITE IMPROVEMENTS                              	12

ARTICLE IV  CONSTRUCTION OF IMPROVEMENTS					12
      4.1  	CONSTRUCTION REQUIREMENTS					12
              a.  LESSOR'S APPROVAL                               13
		  b.  LESSEE'S NOTIFICATION OF ARCHITECT AND
			CONTRACTOR 							13
      4.2  	PRE-CONDITIONS FOR CONSTRUCTION                     	13
              a.  PERFORMANCE AND PAYMENT BONDS                   13
		  b.  GOVERNMENTAL APPROVALS   		  		13
		  c.  FINANCING COMMITMENTS    				13
		  d.  CONSTRUCTION LIABILITY INSURANCE           	14
      4.3  	CHANGE ORDERS                                     	14
      4.4  	FORCE MAJEURE                                  		14
      4.5  	MINIMUM INTERFERENCE DURING CONSTRUCTION       		15
      4.6  	RISK OF OBTAINING GOVERNMENTAL APPROVALS FOR
     		CONSTRUCTION                                         	16
      4.7  	DELIVERY OF PLANS AND SPECIFICATIONS UPON COMPLETION	16

ARTICLE V  	FINANCING								16
      5.1	RIGHT TO MORTGAGE                                   	16
      5.2 	NOTICE TO AND RIGHTS OF LEASEHOLD MORTGAGES        	17
      5.3	NEW LEASE IF NO BANKRUPTCY                         	19
      5.4 	CONSENT OF MORTGAGEE                                	20
      5.5 	NO MERGER                                          	20
      5.6	FINANCING BY LESSOR                                	20
      5.7 	[INTENTIONALLY DELETED]                             	20
      5.8	OPTION FOR NEW LEASE IF BANKRUPTCY                  	21
      5.9 	[INTENTIONALLY DELETED]                             	22

ARTICLE VI  INSURANCE								22
      A.   	INSURANCE OF BUILDINGS                              	22
      6.1  	FIRE AND HAZARD INSURANCE                          	22
      6.2  	PAYMENT OF INSURANCE PROCEEDS                      	22
      6.3  	USE OF INSURANCE PROCEEDS                           	22
      6.4  	UNINSURED CASUALTY AND ABATEMENT OF RENT           	23
      B.     LIABILITY INSURANCE                               	24
      6.5  	LESSEE TO OBTAIN LIABILITY INSURANCE               	24
      C.     GENERAL INSURANCE REQUIREMENTS                    	24
      6.6  	POLICY PROVISIONS                                   	24
      6.7  	CERTIFICATES OF INSURANCE                          	25

ARTICLE VII  CONDEMNATION							25
      7.1  	TOTAL CONDEMNATION                                  	25
      7.2  	PARTIAL CONDEMNATION                                	25
              a.  TERMINATION AS TO PORTION                  	25
		  b.  CONTINUED OPERATIONS					26
              c.  TERMINATION OF LEASE                          	26
      7.3  	COMPENSATION AND DAMAGES                            	27
              a.  LAND								27
              b.  IMPROVEMENTS                                    27
      7.4  	CONDEMNATION OF LEASEHOLD INTEREST                	27
      7.5  	LOSS OF BUSINESS DAMAGES                           	27
      7.6  	CONVEYANCE AS CONDEMNATION                         	28

ARTICLE VIII  MAINTENANCE AND USE OF PREMISES				28
      8.1  	TAXES AND ASSESSMENTS                             	28
      8.2  	LESSEE TO PAY ALL RATES AND CHARGES                	29
      8.3  	IMPROVEMENTS REQUIRED BY LAW                       	29
      8.4  	REPAIR AND MAINTENANCE                             	29
      8.5  	OBSERVANCE OF LAWS                                 	30
      8.6  	INSPECTION OF PREMISES                            	30
      8.7  	WASTE AND UNLAWFUL USE                             	30
      8.8  	USE OF PREMISES                                     	30
              a.  OPERATION OF HOTEL                              30
		  b.  HOTEL OPERATING AGREEMENT     			31
		  c.  PROHIBITED USES     					32
		  d.	NUISANCE  							32
      8.9  	LIENS                                               	32
      8.10 	KAPALUA RESORT ASSOCIATION                          	32
      8.11 	KAPALUA MARKETING ASSOCIATION                       	32
      8.12 	VISITOR STATISTICS                                  	33
      8.13 	COVENANT TO OPERATE HOTEL                          	33
      8.14 	NAME OF HOTEL                                       	33

ARTICLE IX  DEFAULT								34
      9.1  	EVENTS AND CONSEQUENCES OF DEFAULT                 	34
              a.  FAILURE TO PAY RENT                             34
		  b.  BREACH OF COVENANT					34
		  c.  ABANDONMENT							34
		  d.  BANKRUPTCY, INSOLVENCY OR TAKING   			34
      9.2	ACCEPTANCE OF RENT NOT WAIVER                       	35
      9.3	LIMITED LIABILITY OF LESSEE.                        	35

ARTICLE X   SURRENDER								35
     10.1   SURRENDER                                           	35

ARTICLE XI  GENERAL PROVISIONS						36
     11.1  	BEACH                                               	36
     11.2   ASSUMPTION OF RISK                                 	36
     11.3	HOLDING OVER                                      	36
     11.4 	ACCEPTANCE OF NEARBY OR ADJACENT LAND USE           	36
              a.  PINEAPPLE AND SIMILAR AGRICULTURAL OPERATIONS	36
		  b.  GOLF COURSES						37
     11.5	NOTICES                                            	37
     11.6	ARTICLE AND PARAGRAPH HEADINGS                      	37
     11.7	ASSIGNMENTS AND SUBLEASES                          	38
     11.8	ATTORNEYS' FEES                                     	44
     11.9	INDEMNITY                                           	44
     11.10	MULTIPLE LESSEES							45
     11.11  NO INCREASE OF LESSEE'S ESTATE				45
     11.12	CALENDAR PERIODS							45
     11.13	INTEREST ON ALL LATE PAYMENTS					45
     11.14  NEITHER LESSOR NOR LESSEE DEEMED DRAFTER			45
     11.15	SUCCESSORS AND ASSIGNS					      46
     11.16	LESSOR'S RIGHT TO SELL FEE					46
     11.17  ENTIRE AGREEMENT							46
     11.18  CONSENT								46
     11.19  AMENDMENT							      46
     11.20  ESTOPPEL CERTIFICATES						46
     11.21  TIME OF THE ESSENCE						46
     11.22  CONVEYANCE AND HOTEL ROOM TAXES				47
     11.23  SHORT-FORM LEASE							47

ARTICLE XII  SPECIAL PROVISIONS						47
     12.1 	LESSEE'S RIGHT OF FIRST REFUSAL				47
              a.  SALE OF FEE SIMPLE TITLE AND/OR LEASE		47
		  b.  SALE OF INTERESTS IN ADDITION TO FEE SIMPLE
			TITLE AND/OR LEASE					48
     12.2 	NON-COMPETITION                                  	49
     12.3 	SIGNAGE                                             	49
     12.4 	NO LICENSE OF BUTTERFLY LOGO                        	49
     12.5 	ADDITIONAL PARKING SPACES                          	49

EXHIBIT "A"    - PREMISES
EXHIBIT "A-1"  - OFF-SITE PARKING MAP
EXHIBIT "A-2"  - TENNIS ACCESS ROADWAY MAP
EXHIBIT "B"    - OFF-SITE IMPROVEMENTS
EXHIBIT "C"    - BUTTERFLY LOGO



			SECOND AMENDED AND RESTATED
                       HOTEL GROUND LEASE

     THIS SECOND AMENDED AND RESTATED LEASE is made effective as
of January 31, 2001 (the "Effective Date"), by and between MAUI
LAND & PINEAPPLE COMPANY, INC., a Hawaii corporation, whose
principal place of business is 120 Kane Street, Kahului, Maui,
Hawaii, and whose post office address is P.O. Box 187, Kahului,
Maui, Hawaii 96732, hereinafter called the "Lessor", and RCK
HAWAII, LLC dba RCK HAWAII-MAUI, a Delaware limited liability
company, whose principal place of business is 10400 Fernwood
Road, Bethesda, Maryland  20817, hereinafter called the "Lessee".
This instrument is sometimes referred to herein as "this Lease",
and may be referred to as the "Lease."

                      W I T N E S S E T H:

     Whereas, Lessor and NI Hawaii Resort, Inc. entered into that
certain  unrecorded Hotel Ground Lease dated February  24,  1996,
but effective as of January 1, 1996 (the "Hotel Ground Lease"), a
Memorandum of which dated February 24, 1996, but effective as  of
January 1, 1996, was recorded in the Bureau of Conveyances of the
State of Hawaii as Document No. 96-046331.

     Whereas, the Hotel Ground Lease was amended by that  certain
First  Amendment  of  Hotel Ground Lease dated  April  15,  1999,
recorded  as  aforesaid as Document No. 99-059178,  and  by  that
certain  Second  Amendment of Hotel Ground Lease dated  September
27, 2000, recorded as aforesaid as Document No. 2000-135417.

     Whereas, the Hotel Ground Lease, as amended, was assigned to
Lessee by that certain Assignment of Ground Lease dated September
27, 2000, recorded as aforesaid as Document No. 2000-135421.

     Whereas, Lessor and Lessee desire to further amend the Hotel
Ground  Lease, as amended, and to restate the Hotel Ground  Lease
as so amended in its entirety.

     Now Therefore, in consideration of the respective and mutual
covenants of Lessor and Lessee and the rent set forth in this
Lease below, Lessor and Lessee hereby agree to all of the
following terms, conditions and covenants.

                           ARTICLE I

                          Definitions

     1.1  Use of Defined Terms.  For purposes of construing and
interpreting this Lease, the terms defined in Sections 1.2 and
1.3 when written with initial capital letters in this Lease shall
have the meaning given such terms in those sections.  The terms
defined in Sections 1.2 and 1.3 may be used in the singular or
plural or in varying tenses or forms, but such variation shall
not affect the meaning of such terms set forth in those sections
so long as those terms are written in initial capital letters.
When such terms are used in this Lease but are written without
initial capital letters, such terms shall have the meaning they
have in common usage; provided, however, that where legal,
technical or trade terms are used and the context in which such
terms are used indicates that such terms are to be given their
legal, technical or trade usage meanings, such terms shall be
given such legal, technical or trade usage meanings.

     1.2  Term.  "Term" shall mean the term of this Lease which
shall commence as of January 1, 1996 ("Initial Lease Date") of
this Lease, except for Sections 3.1 and 3.4 which shall be
effective January 1, 1995, and terminate at midnight on
December 31, 2094.

     1.3  Defined Terms.

          a.   Additive Change Order.  "Additive Change Order"
shall have the definition set forth in Section 4.3.

          b.   Affiliate.  An "Affiliate" of a person or entity
is a person or entity that directly or indirectly controls, is
controlled by, or is under common control with, such person or
entity.  The term "control", as used in the immediately preceding
sentence means, with respect to an entity that is a corporation,
the right to the exercise, directly or indirectly, of more than
fifty percent (50%) of the voting rights attributable to the
shares of the controlled corporation, and with respect to a
person or entity that is not a corporation, the possession,
directly or indirectly, of the power to direct or cause the
direction of the management or policies of the controlled person
or entity.

          c.   Affiliated Concessionaire.  An "Affiliated
Concessionaire" is a Concessionaire in which any one of (i)
Lessee, (ii) Lessee's general or limited partners, if any, (iii)
Affiliates of Lessee or Lessee's general or limited partners,
(iv) any shareholder of Lessee, of Lessee's general or limited
partners or an Affiliate of Lessee or its general or limited
partners holding alone or in the aggregate more than twenty-five
percent (25%) of the stock of any one such entity, (v) employees
or agents of Lessee, Lessee's general or limited partners or
Affiliate of Lessee or Lessee's general or limited partners, or
(vi) immediate family members of officers of Lessee, Lessee's
general or limited partners, or any Affiliates of Lessee or its
general or limited partners, (vii) immediate family members of
shareholders owning alone or in the aggregate more than twenty-
five percent (25%) of the stock of any one of Lessee, Lessee's
general or limited partners or any Affiliate of Lessee or
Lessee's general or limited partners or (viii) Affiliates of the
persons or entities set forth in clauses (i) through (vii) above,
have an ownership-interest, whether equitable or otherwise.

          d.   AIA General Conditions.  The "AIA General
Conditions" shall mean the standard general conditions of the
standard form AIA construction agreement.

          e.   Amendment and Restatement of Tennis Operating
Agreement.  The "Amendment and Restatement of Tennis Operating
Agreement" shall mean the unrecorded Amendment and Restatement of
Tennis Operating Agreement dated January 9, 1996, by and between
Lessee, as Owner, and Kapalua Land Company, Ltd., as Operator, as
the same may be amended from time to time.

          f.   Annual Statement.  "Annual Statement" shall have
the definition set
forth in Section 3.4.

          g.   Best Offer.  "Best Offer" shall have the
definition set forth in Section 11.7.

          h.   Best Offer Entity.  "Best Offer Entity" shall have
the definition set forth in Section 11.7.

          i.   Best Offer Entity Review Period.  "Best Offer
Entity Review Period" shall have the definition set forth in
Section 11.7.

          j.   Change Orders.  "Change Orders" shall have the
definition set forth in Section 4.3.

          k.   Commencement of Construction.  "Commencement of
Construction" shall mean "visible commencement of operations" as
that term is defined in Section 507-41 of the Hawaii Revised
Statutes in effect on the date of this Lease.

          l.   Completed and Completion.  A structure,
improvement, building or room which is "Completed" is a
structure, improvement, building or room for which a "certificate
of occupancy" has been issued by the appropriate governmental
authority.  The "Completion" of a structure, improvement,
building or room shall mean the issuance of a "certificate of
occupancy" by the appropriate governmental agency for such
structure, improvement, building or room.

          m.   Concessionaire.  "Concessionaire" shall mean a
person or entity, including without limitation a shopkeeper,
retailer or provider of services which has entered into a
sublease, concession agreement, contract, license or similar
agreement with Lessee for the transaction of business on or from
the Premises or the operation of the Hotel.

          n.   Construction.  "Construction" shall have the
definition set forth in Section 4.1.

          o.   Declaration of Covenants, Conditions, and
Restrictions.  "Declaration of Covenants, Conditions, and
Restrictions" shall mean the Declaration of Covenants,
Conditions, and Restrictions dated September 26, 1990, recorded
in the Bureau of Conveyances of the State of Hawaii as Document
No. 90-149096.

          p.   Estimated Monthly Percentage Rent.  "Estimated
Monthly Percentage Rent" shall be the amount computed by
multiplying the Gross Revenues for the month by the percentage
rate under Section 3.4.

          q.   Foreclosure.  "Foreclosure" shall mean foreclosure
of the lien imposed by a Leasehold Mortgage by power of sale or
judicial foreclosure or by deed in lieu of foreclosure or the
exercise of remedies under the Leasehold Mortgage which results
in the Lessee losing possession of the Property, or which results
in a transfer of title to or possession of the Lessee's interest
in this Ground Lease.  The term "Foreclosure" shall include,
without limitation, any one or more of the following events, if
they occur in connection with a default under a Mortgage: (i) a
transfer by judicial foreclosure; (ii) a transfer by deed or
assignment in lieu of foreclosure; (iii) the appointment by a
court of a receiver to assume possession of the Premises, and
(iv) a transfer of either ownership or control of the Lessee;

          r.   Golf Course Use Agreement.  The "Golf Course Use
Agreement" shall mean the Amended and Restated Golf Course Use
Agreement dated September 27, 2000, by and among Maui Land &
Pineapple Company, Inc., NI Hawaii Resort, Inc., and The Ritz-
Carlton Hotel Company, L.L.C., a memorandum of which was recorded
as aforesaid as Document No. 2000-135418, with respect to golf
course use.

          s.   Gross Annual Percentage Rent.  "Gross Annual
Percentage Rent" shall have the definition set forth in Section
3.4.

          t.   Gross Revenues.  "Gross Revenues" shall have the
definition set forth in Section 3.2.

          u.   Hotel.  "Hotel" shall mean the hotel known as of
January 1, 1996 as The Ritz-Carlton, Kapalua, together with
lobbies, kitchens, dining rooms, bars, swimming pool,
landscaping, parking areas, roadways, walkways and all other
facilities and improvements now or hereafter constructed and
situated on the Premises.

          v.   Hotel Operating Agreement.  "Hotel Operating
Agreement" shall mean an agreement between Lessee and Hotel
Operator for the operation and management of the Hotel.

          w.   Hotel Operator.  "Hotel Operator" shall mean The
Ritz-Carlton Hotel Company, L.L.C., a Delaware limited liability
company, or its successor or successors as permitted by Section
8.8(b).

          x.   Hotel Room.  "Hotel Room" shall mean the smallest
room or combination of rooms in the Hotel which may be rented to
overnight guests.

          y.   Initial Lease Date.  "Initial Lease Date" shall
have the definition set forth in Section  1.2.

          z.   Institutional Lender.  "Institutional Lender"
shall mean a foreign or domestic commercial bank, trust company,
savings bank, savings and loan association, life insurance
company, real estate investment trust, pension trust, pension
plan or pension fund, a public or privately-held fund engaged in
real estate and/or corporate lending, university endowment fund,
grantor trust, investment bank or any other financial institution
(or any Affiliate thereof) having a minimum paid up capital (or
net assets) of One Hundred Million Dollars ($100,000,000) (or any
Affiliate thereof), whether acting for its own account or in a
representative, fiduciary or trust capacity, including as trustee
in connection with a securitization of commercial mortgage loans
or any entity owned by any of the foregoing.

          aa.  Joint MAI.  "Joint MAI" shall have the definition
set forth in Section 12.1.

          bb.  Kapalua Resort Area.  The "Kapalua Resort Area"
shall mean the existing and proposed development of the Kapalua
area on Maui, more particularly set forth in Lessor's Master Plan
for the Kapalua Resort, as amended from time to time.

          cc.  KMA.  "KMA" shall have the definition set forth in
Section 8.11.


          dd.  KRA.  "KRA" shall have the definition set forth in
Section 8.10.

          ee.  KRA Advertising.  "KRA Advertising" shall have the
definition set forth in Section 3.5.

          ff.  Land.  "Land" shall mean the land included in the
Premises exclusive of any improvements existing at any time on
such land.

          gg.  Lease Year, Rental Year and Year.  The terms
"Lease Year," "Rental Year," and "Year" as used herein shall mean
a time period of 12 calendar months.

          hh.  Leasehold Mortgage Foreclosure Purchaser.
"Leasehold Mortgage Foreclosure Purchaser" shall have the
definition set forth in Section 5.1.

          ii.  Leasehold Mortgagees.  "Leasehold Mortgagees"
shall have the definition set forth in Section 5.1.

          jj.  Lessee's MAI.  "Lessee's MAI" shall have the
definition set forth in Section 12.1.

          kk.  Lessee's Review Period.  "Lessee's Review Period"
shall have the definition set forth in Section 11.7.

          ll.  Lessor Mortgage.  "Lessor Mortgage" shall have the
definition set forth in Section 5.6.

          mm.  Lessor's Cost of Money.  "Lessor's Cost of Money"
for any period during the Term shall mean an annual rate of
interest equal to the lesser of: (i) two percent (2%) over the
prime interest rate for such period of time, which shall be the
prime interest rate then in effect or announced by Manufacturers
Hanover Trust Company or any successor thereto or other major
national bank directed by Lessor if such bank ceases to announce
a prime rate, or (ii) the maximum per annum rate of interest
permitted to be charged by then applicable law.

          nn.  Lessor's MAI.  "Lessor's MAI" shall have the
definition set forth in Section 12.1.

          oo.  Maui Land & Pineapple, Inc.'s Offer.  "Maui Land &
Pineapple, Inc.'s Offer" shall have the definition set forth in
Section 11.7.

          pp.  Mortgagee.  "Mortgagee" shall have the definition
set forth in Section 5.8.

          qq.  New Lease.  "New Lease" shall have the definition
set forth in Section 5.8.

          rr.  Off-Site Improvements.  "Off-Site Improvements"
shall have the definition set forth in Section 3.9.

          ss.  Off-Site Parking Spaces.  "Off-Site Parking
Spaces" shall have the definition set forth in Section 12.5.

          tt.  Person.  "Person" shall mean an individual,
partnership, corporation, trust, unincorporated association,
joint stock company, or other entity or association.

          uu.  Plans.  "Plans" shall have the definition set
forth in Section 4.1.

          vv.  Preconditions for Construction.  The
"Preconditions for Construction" shall mean all of the conditions
set forth in subsections 4.2(a) through 4.2(d).

          ww.  Premises.  The "Premises" shall mean the land
described in Exhibit "A" (including the Tennis Site) attached
hereto and incorporated herein by reference and all rights,
easements, privileges and appurtenances belonging or appertaining
to such land on the date hereof or at any time thereafter.

          xx.  Qualified Purchaser.  "Qualified Purchaser" shall
have the definition set forth in Section 11.7(a).

          yy.  Quiet Hours.  "Quiet Hours" shall mean the hours
between 10 p.m. and 7 a.m. each day.

          zz.  RC's Offer.  "RC's Offer" shall have the
definition set forth in Section 11.7.

          aaa. Record and File.  To "Record" a document shall
mean to record such document in the Bureau of Conveyances of the
State of Hawaii.  To "File" a document shall mean to file such
document in the Office of the Assistant Registrar of the Land
Court of the State of Hawaii.

          bbb. Tennis Center.  "Tennis Center" shall mean the
approximately ten-court tennis center on the Tennis Site.

          ccc. Tennis Site.  "Tennis Site" shall mean that
portion of the Premises on which the Tennis Center is built.

          ddd. Term.  "Term" shall have the definition set forth
in Section 1.2.

          eee. Third Party Offer.  "Third Party Offer" shall have
the definition set forth in Section 11.7.

          fff. Third Party Sale Agreement.  "Third Party Sale
Agreement" shall have the definition as set forth in Section
11.7.


                           ARTICLE II

                  Demise and Quiet Enjoyment;
                 Interrelationship of Interests

     2.1  Demise.  In consideration of the Lessee's agreement to,
and acceptance of, the terms, conditions and covenants of this
Lease and the rent set forth in this Lease below, Lessor hereby
leases the Premises to Lessee for the Term, subject to all of the
terms and conditions of this Lease.

     2.2  Quiet Enjoyment.  Upon observance and performance by
Lessee of the covenants and conditions of this Lease and the
Declaration of Covenants, Conditions and Restrictions, Lessor
hereby covenants with the Lessee that the Lessee shall peaceably
hold and enjoy the Premises for the Term without hindrance or
interruption by the Lessor or any other person or persons
claiming by, through, or under Lessor except as in this Lease
expressly provided.

     2.3  Interrelationship of Interests.  The Lessor and the
Lessee covenant and agree that the interest of the Lessee in the
Hotel on the Premises and the interest of the Lessee in this
Lease are not separately transferable by the Lessee.  Thus, under
no circumstances, may the Hotel be separated from the leasehold
interest in the Premises; and the Hotel may only be transferred
or encumbered together with the leasehold interest in the
Premises; provided that a Lessee may sublet the Premises for tax
or other legal compliance reason (such as to comply with
restrictions on real estate investment trusts or pension funds).
During the Term of this Lease, Lessee shall own all right, title,
and interest in and to all improvements on the Premises and shall
retain all rights to depreciation deductions and tax credits
arising from the ownership of such improvements. However, upon
termination of this Lease, title to all improvements in the
Premises shall thereupon revert to the Lessor subject to Section
10.1.


                              ARTICLE III

                             Rental

     3.1  Lessee to Pay Net Rent. Throughout the Term, Lessee
shall pay to Lessor the annual minimum and percentage rents set
forth in Sections 3.3 and 3.4 in the manner set forth in this
Article, net of any and all taxes, rates, assessments, charges,
impositions, and expenses payable under this Lease and without
deductions of any kind whatsoever.  Minimum and percentage rent
shall not be reduced or abated except as expressly provided in
this Lease.

     3.2  Gross Revenues.  The term "Gross Revenues" shall mean
all revenues, receipts and income of any kind derived directly or
indirectly by the Lessee in the form of cash, property or
services (i.e., barter, "contra", accounts, and such alternatives
to cash payments, which together with property and services,
shall be valued at their fair market value) from or in connection
with the Hotel or the Tennis Center (including any loss of income
insurance proceeds paid to the Lessee or the Lessor in the event
of casualty to the Hotel, or as a result of the occurrence of any
other event making use of all or a portion of the Hotel
impossible or impractical), and rentals or other payments under
the Amendment and Restatement of Tennis Operating Agreement
and/or the Golf Course Use Agreement, and from any condominium
units managed by the Lessee in the Kapalua Resort Area, and from
Concessionaires (but not including their gross receipts), whether
on a cash basis or credit, paid or collected, determined in
accordance with generally accepted accounting principles and
Uniform System; excluding, however: (i) funds furnished by the
Owner under the Hotel Operating Agreement, (ii) interest accrued
on amounts in the reserve under the Hotel Operating Agreement,
(iii) federal, state and municipal excise, sales, use and room
taxes collected directly from patrons and guests or as part of
the sales price of any foods, services or displays, such as gross
receipts, admissions, cabaret or similar or equivalent taxes and
paid over to federal, state or municipal governments, (iv)
gratuities, (v) proceeds of insurance (excluding loss of income
insurance proceeds which shall be included as a part of Gross
Revenues) and condemnation, (vi) value of free or any discounted
portion of rooms or services under the Amendment and Restatement
of Tennis Operating Agreement and/or the Golf Course Use
Agreement or complimentary policies of the Hotel approved by the
Lessor, (vii) any loan proceeds, and (viii) proceeds from the
sale of the Hotel or the improvements and furniture, fixtures and
equipment owned by the Lessee.

     When there are Affiliated Concessionaires operating at the
Hotel, if the rental rate to any Affiliated Concessionaire is
lower than the rental rate which is being charged another third
party, non-Affiliated Concessionaires operating a business
similar to those of the Affiliated Concessionaires in a location
at the Hotel similar to that of the Affiliated Concessionaire,
the Gross Revenues from such Affiliated Concessionaire shall be
deemed to be the same as the rental rate being charged such other
Concessionaire, and Gross Revenues shall be computed as so
determined.  If there is no third party non-Affiliated
Concessionaire operating a similar business in a similar location
to that of an Affiliated Concessionaire, then for purposes of
determining Gross Revenues, the Gross Revenues from such
Affiliated Concessionaire shall be determined according to rental
rates that would have been charged to a non-Affiliated
Concessionaire in an "arm's length" negotiation to acquire the
same concession for the same business in the same location as
given such Affiliated Concessionaire.

     Gross Revenues shall be reduced for actual bad debts
reasonably determined to be uncollectible by the Lessee, which
reduction shall not include payments for any bad debt reserve or
sinking fund or similar fund or reserve, for bad debts.  If any
debts previously deducted as uncollectible shall subsequently be
collected, such collected amounts shall be included in Gross
Revenues in the fiscal year collected after deducting reasonable
collection expenses actually incurred.

     "Gross Revenues" shall be determined on an annual basis,
except that in computing Estimated Monthly Percentage Rent, Gross
Revenues shall be determined either just for that month or on a
quarterly basis, as the case may be.

     3.3  Minimum Rent.  Commencing January 1, 1996, and
continuing through the Term of this Lease, no minimum rent shall
be paid hereunder.

     3.4  Percentage Rent  ("Gross Annual Percentage Rent").

          a.   January 1, 1995 Through December 31, 1998.  For
each calendar year or portion thereof during the period from
January 1, 1995 through December 31, 1998, the percentage rent
shall be an amount equal to 2.5% of the Gross Revenues for that
year, or a prorated amount for any portion of such year.

          b.   January 1, 1999 Through December 31, 2094.  For
each year during the period from January 1, 1999, through
December 31, 2094, the percentage rent shall be an amount equal
to 1% of Gross Revenues for that year; provided, however, if the
total Gross Revenues for any twelve (12) consecutive calendar
months during this period exceeds SIXTY MILLION AND NO/100
DOLLARS ($60,000,000), the percentage rent for the remainder of
the Term shall increase, effective the first month following such
twelve (12) consecutive months, to an amount equal to 1.5% of
Gross Revenues.  Lessor and Lessee acknowledge and agree that,
prior to the date of this Second Amended and Restated Hotel
Ground Lease, such target was achieved and, therefore, the
percentage rent payable for each year of the remainder of the
Term is 1.5% of Gross Revenues.

          c.   Records and Annual Statement.  Lessee shall
maintain and keep full and accurate records on the Premises of
all business under the control of Lessee done or transacted in,
upon or from the Premises which may reasonably assist Lessor in
determining the percentage rent to be paid by Lessee under this
Lease, and shall retain and preserve such records on the
Premises(or the Island of Maui) for at least five (5) years after
submission of the annual audited statement provided for in this
paragraph and permit Lessor upon reasonable advance notice to
inspect such records at any and all reasonable times during
business hours.  Lessor shall also be given access at the Hotel
upon reasonable advance notice at any and all reasonable times
during business hours to any other books or records of Lessee,
and to any other books or records of Concessionaires, including
but not limited to Affiliated Concessionaires, that may be
necessary to enable Lessor to make a full and proper audit of the
Gross Revenues derived from all business done in, upon or from
the Premises.  The Lessee shall submit to the Lessor on or before
the expiration of ninety (90) days following the end of each
calendar year of the Term after the commencement of the 1st
Rental Year of the Term, a complete statement (the "Annual
Statement") audited and signed by a certified public accountant
firm of recognized national and industry stature, entirely at
Lessee's sole expense; provided, however, Lessor and Lessee agree
and acknowledge that Lessee may fulfill such requirement for an
audited Annual Statement if Lessee provides to Lessor the audited
and signed Annual Statement given by the then current Hotel
Operator to Lessee pursuant to the terms of any hotel operating
agreement by and between the then current Hotel Operator and
Lessee.  The Annual Statement shall be certified and signed by an
officer of Lessee, showing in reasonable detail satisfactory to
the Lessor Gross Revenues, prior to the deductions and exclusions
from Gross Revenues permitted under Section 3.2, and a reasonably
detailed statement of the deductions and exclusions from Gross
Revenues claimed by the Lessee, for the preceding year, and the
amount of Gross Annual Percentage Rent due under this Lease for
such year.  The Lessor agrees to treat all such information,
records and reports as confidential and, except in response to a
valid court subpoena or proceeding, shall not divulge any of the
same to third parties without the prior written consent of the
Lessee, which consent may be unreasonably withheld.  In addition
to the Annual Statement, Lessor shall have the right to audit, at
Lessor's expense except as provided in the immediately following
sentence, all records of Lessee and Concessionaires relating to
the Hotel and the concessions, and statements furnished by the
Lessee for purposes of determining percentage rent.  If such an
audit shall reveal errors or improper entries or similar facts
which result in a difference in annual percentage rent exceeding
two percent (2%), all costs of such audit shall be borne by the
Lessee.  The Lessor's right to audit shall include the right to
take such steps as are generally deemed proper in auditing
practices and shall include the right to audit Concessionaires,
including but not limited to Affiliated Concessionaires.  Lessee
shall cooperate in any audit made by Lessor.  After completion of
the audit, whichever party is then owing money for an adjusting
refund to the other by the audit shall pay the amount shown to be
due for such refund by the within fourteen (14) days after
completion of the audit by cash payment to Lessor (together with
interest in accordance with Section 11.13 from the date the
moneys should have been paid) or by credit against the next
monthly rents due if to Lessee.  Completion of the audit shall be
deemed to occur at the time of delivery of the auditor's report
to both Lessor and the Lessee.  If the Lessor is due an adjusting
refund, the Lessee shall pay the same in cash to the Lessor
(together with interest in accordance with Section 11.13 from the
date the rent adjustment should have been paid) at the time of
delivery of the Annual Statement.

          d.   Accounting Method.  Lessee shall keep its books of
account in accordance with generally accepted accounting
principles.

     3.5  Access to Guest Lists.  Lessee understands that Lessor
may desire from time to time to distribute information with
respect to the Kapalua Resort Area ("KRA Advertising") to former
guests of the Hotel.  Lessor understands that (i) Lessee is
vitally interested in the image of the Hotel and the Kapalua
Resort Area presented to former and prospective guests of the
Hotel, and (ii) Lessee's guest lists constitute valuable and
confidential trade secrets of Lessee.  Accordingly, Lessor shall
not be entitled to such guest lists but may require Lessee to
distribute, at Lessor's cost, any KRA Advertising to the persons
listed on Lessee's guest lists provided that such KRA Advertising
consists of advertising and promotion of the Kapalua Resort Area
or projects located therein, is of a first-class nature and
quality consistent with the Kapalua luxury resort image, and does
not refer to any hotel other than the Hotel or to any villa,
condominium and/or apartment rental program other than that
operated by Lessee.  Any questionnaires must be general without
naming the Hotel.

     3.6  Gross Excise Tax.  In addition to the rents, taxes and
all other charges of every description payable hereunder, the
Lessee shall pay the Lessor, as additional rent, together with
each payment of rent or any other payment required hereunder, an
amount equal to the amount of excise taxes payable by the Lessor
pursuant to the State of Hawaii General Excise Tax Law, as it may
be amended from time to time, or any successor or similar law,
assessed or based on gross income of every description actually
or constructively received (to the extent taxed) by the Lessor
under this Lease, including without limiting the generality of
the foregoing: (i) the rents payable hereunder; (ii) any amount
directly or constructively received by the Lessor (to the extent
so taxed) by reason of payment by the Lessee to the Lessor,
governmental agency or others of real property taxes, insurance
premiums or any other charges or costs hereunder, (iii) amounts
paid to Lessor pursuant to this provision.  Said amount payable
to Lessor shall take the character of the gross income on which
it is based and shall be an amount which, when added to such
rental or other payment, shall yield to the Lessor, after
deduction of all such tax payable by the Lessor with respect to
all such rent and other payments, a net amount equal to that
which the Lessor would have realized from such payments had no
such tax been imposed.


     3.7  Payment.

          a.   Percentage Rent.  Annual percentage rent for each
year for which such rent is due as provided in Section 3.4 shall
be paid in monthly installments of "Estimated Monthly Percentage
Rent", computed for each month of such year, due on the 12th day
of the month after the month for which the Estimated Monthly
Percentage Rent is computed.  Any adjusting payments required
will be made at the calendar year end at the time of delivery to
Lessor of the Annual Statement.  If the Lessee is due an
adjusting refund from the Lessor, the Lessor will make a like
credit against the next monthly rents unless the Lessor disputes
the Annual Statement.  If the Lessor is due an adjusting refund,
the Lessee shall pay the same in cash to the Lessor (together
with interest in accordance with Section 11.13 from the date the
rent adjustment should have been paid) at the time of delivery of
the Annual Statement.

          b.   Currency; Agent.  All rent and all other charges
payable by Lessee under this Lease shall be paid in lawful
currency of the United States of America to the Lessor or to such
agent as shall be designated by the Lessor in written notice to
the Lessee at least twelve (12) days prior to any rent payment
due date.

     3.8  Late Payment.  If Lessee fails to pay the percentage
rent within ten (10) days after such rent is due, Lessor shall be
entitled to a "late charge" equal to four percent (4%) of the
rent due to compensate Lessor for the administrative burden of
handling the late payment of rent.  In addition, interest shall
be charged on such rent in accordance with Section 11.13.

     3.9  Off-Site Improvements.

     Lessor has completed all off-site improvements described in
Exhibit "B" attached hereto and incorporated herein by reference
(the "Off-Site Improvements"), all in accordance with applicable
government requirements.  Lessor and Lessee shall, subject to
Lessor's and Lessee's approval, join in any grant of easements
which may be necessary to bring any utility services from the
boundaries of the Land to the improvements thereon.  Lessor
expressly acknowledges and agrees that it shall maintain, at
Lessor's sole expense, all Off-Site Improvements owned by Lessor.


                           ARTICLE IV

                  Construction of Improvements

     4.1  Construction Requirements.  Prior to Commencement of
Construction on the Premises of any construction for material
extension and/or alterations on the outside dimension of the
Hotel in excess of ONE MILLION AND NO/100 DOLLARS ($1,000,000)
("Construction"), Lessee shall comply with all of the conditions
set forth in Sections 4.1(a) and 4.1(b) and all of the
Preconditions for Construction set forth in Sections 4.2(a)
through 4.2(d); provided, however, this section 4.1 shall not
apply to any interior additions and/or improvements to the Hotel
of THREE MILLION AND NO/100 DOLLARS ($3,000,000) or less,
interior renovations, any exterior maintenance, and any
furniture, fixtures, and equipment.

          a.   Lessor's Approval.  Lessee shall inform Lessor of
the nature of any Construction which Lessee is then planning to
construct on the Premises prior to Commencement of Construction
thereof.  Lessee shall, prior to commencing any Construction,
submit a copy of the layout, location, elevation and renderings
("Plans") for such Construction for Lessor's approval, which
shall not be unreasonably withheld.  Lessor shall approve or
disapprove the Plans within thirty (30) days after Lessee
delivers them to Lessor.  If Lessee does not receive written
disapproval of the Plans within such thirty (30) day period, the
Plans shall be deemed approved by the Lessor.  If Lessor
disapproves in writing of such Plans, Lessor shall, within such
thirty (30) day period, give the Lessee in reasonable detail the
reasons why.

     All such Plans shall also conform to the provisions of the
Declaration of Covenants, Conditions and Restrictions pertaining
to the Premises.

          b.   Lessee's Notification of Architect and Contractor.
The Lessee shall notify the Lessor of the identity of the
architect and contractor to be utilized for the Construction.

     4.2  Pre-Conditions for Construction.  Prior to construction
on the Premises of any Construction, Lessee shall comply with all
of the conditions set forth in Sections 4.2(a) through 4.2(d)
(the "Preconditions for Construction").

          a.   Performance and Payment Bonds.  Lessee shall
deposit with the Lessor certificates or other satisfactory
evidence that the contractor has procured one or more customary
payment and performance bonds for a total amount not less than
one hundred percent (100%) of the total cost of the Construction,
naming the Lessor and Lessee as co-obligees, in customary form
and content and with a surety or sureties approved by Lessor and
authorized to do business in Hawaii, guaranteeing the full and
faithful performance of the construction contract for such
construction free and clear of all mechanics' and materialmen's
liens and the full payment of all subcontractors, labor and
materialmen.

          b.   Governmental Approvals.  Lessee shall furnish
Lessor with evidence (which may be in form of an opinion of
counsel reasonably satisfactory to Lessor) that all governmental
approvals necessary to commence the construction have been
obtained including without limitation the issuance of a building
permit for such construction.

          c.   Financing Commitments.  Lessee shall provide
Lessor with a construction budget for proposed construction
projects and evidence that there are funds available and
committed to Lessee sufficient to pay for one hundred percent
(100%) of the total direct and indirect costs of construction of
the entire construction.  Such evidence may include, but not be
limited to, an executed copy of the building loan agreement or
its equivalent, and an executed copy of Acceptable Loan
Commitments for interim financing for such construction and any
permanent financing necessary to permit the Lessee to finance the
repayment of the interim loan.

          d.   Construction Liability Insurance.  In addition to
the requirements of part A of Article VI and the requirements of
parts B and C of Article VI, beginning with the Commencement of
Construction and continuing until all construction is completed,
Lessee shall maintain a comprehensive general liability insurance
policy in customary form and content and with an insurance
company authorized to do business in Hawaii and insuring the
Lessor and Lessee against at least all of the following:  loss or
damage to third parties or their property from excavation, pile
driving, loss of subterranean support, boiler explosion as well
as all other hazards normally insured against in the construction
industry.  Prior to the Commencement of Construction, Lessee
shall deliver to Lessor certificates of insurance certifying that
such insurance is in full force and effect.

     4.3  Change Orders.

          a.   Throughout the course of any Construction for
which Lessee is required under this Lease to comply with the
requirements of Sections 4.1(a) and 4.1(b) above, any proposed
substantial and material variation in such Plans previously
approved by Lessor shall be made pursuant to supplemental plans
and specifications and "change orders", as that term is defined
in the AIA General Conditions, and Lessee shall submit for the
Lessor's approval in the same manner as in Section 4.1(a) and
retention copies of any and all such supplemental plans and
specifications and proposed change orders and obtain such
approval before undertaking any such Construction.

          b.   If the Lessee proposes to enter into an "additive
change order" as that term is used in the AIA General Conditions,
which additive change order would have the effect of depleting
entirely the amount provided for contingencies in the
construction budget, then prior to the execution of such additive
change order, Lessee shall make funding arrangements reasonably
satisfactory to Lessor to fund the additional sums required to
cover the amount by which the construction budget, after all
contingencies have been depleted or committed, is increased by
the additive change order.  Lessee must make such funding
arrangements reasonably satisfactory to lessor prior to the
execution of any such additive change order.

     4.4  Force Majeure.  If any performance or condition
required to be completed by Lessor or Lessee under the terms of
this Lease is delayed by war, riots, insurrection, earthquake,
fire, flood, Acts of God, or other similar disaster, by
governmental ruling, regulation or law, by strike in the State of
Hawaii or on the Island of Maui, or by general transportation or
shipping strikes, or by strikes or shortages which affect the
delivery of materials critical to construction on the Premises,
which conditions are not within such party's control and are not
such party's fault, then the time for the completion of such
performance or such condition shall be extended by a time period
equal to the duration of such delay; provided, however, that the
Lessee's obligations to pay any and all sums due under this
Lease, including but not limited to percentage rent, shall not be
affected by any such extension and the time for payment of such
sums shall not be so extended; and provided further, that in no
event shall the Term be so extended.

     4.5  Minimum Interference During Construction.

          a.   During the portion of the Term while any
construction on the Premises is underway, Lessee shall take all
steps and precautions reasonably possible to provide that
Lessee's construction activities do not interfere with the
operation of the Kapalua Resort Area or result in inconvenience
to guests, tenants and residents in the Kapalua Resort Area,
including but not limited to the following:

               (i)  Except under emergency conditions, Lessee
shall obtain the Lessor's approval, which approval will not be
unreasonably withheld, for any anticipated disruption of water,
electricity, sewerage, traffic or other utility services to such
guests, tenants or residents at least fourteen (14) days prior to
such disruption.  Lessee shall minimize the frequency and
duration of such disruptions and shall notify (through the Hotel
Operator, if a hotel, and through the condominium association, if
a condominium project) all affected utility users at least ten
(10) days prior to such disruption.

               (ii) If Lessee's construction activities result in
damage to water or sewer lines, electrical systems, streets or
other utility systems, Lessee shall immediately notify Lessor of
such damage.  If such damage occurs, Lessor may either (1)
require that Lessee immediately repair such damage at Lessee's
sole expense or (2) repair such damage and require that Lessee
pay all of Lessor's reasonable expenses. Lessor and Lessee agree
that in addition to repair or payment of expenses as set forth in
the immediately preceding sentence, if such damage to any utility
facilities results in an interruption in utility services not
approved and announced as provided in clause (i) above, Lessee
shall also pay for such interruption any actual damages incurred.

               (iii)     If piles must be driven during any
construction on the Premises, Lessee shall take all reasonable
precautions to reduce noise and shall use the quietest pile
driving equipment reasonably available in Hawaii under the then
current state of technology and shall engage in such activity
only between the hours of 9 o'clock a.m. and 4 o'clock p.m.

               (iv) Lessee shall institute noise and dust
controls at all times during the construction to minimize the
emission of noise and dust on or from the Premises, including but
not limited to observing and requiring compliance with the
Lessor's Quiet Hours.

Lessee shall incorporate appropriate provisions in its
construction contract to implement the conditions set forth in
subsections (i) through (iv) above, including without limitation,
a provision requiring that Lessee's contractor comply with
Lessee's noise and dust controls.  Lessee agrees that Lessee's
covenant to indemnify Lessor set forth in Section 11.9 below
shall include the indemnification of Lessor for any liability or
expenses arising from dust, noise, or utility interruptions
caused by construction on the Premises.

          b.   If Lessor has any construction activities of its
own which affect the Premises, Lessor shall also comply with the
provisions of Section 4.5(a).

     4.6  Risk of Obtaining Governmental Approvals for
Construction.  It is specifically understood and agreed that the
risk of obtaining all governmental approvals needed for
construction, including but not limited to the risk of down-
zoning of the Premises, is on the Lessee.  Failure to obtain such
approvals and Lessee's resulting inability to construct any
improvements shall in no event terminate the Lessee's obligation
to make the payments required in this Lease, including but not
limited to the obligation for rent, or extend the time for or
reduce the amount of any rental or other payment due under the
Lease.

     4.7  Delivery of Plans and Specifications Upon Completion.
After completion of any construction on the Premises required to
be made under the Preconditions for Construction, Lessee shall
provide Lessor with a copy of a complete set of plans and
specifications for the entirety of such construction certified by
a licensed professional architect as showing the completed
construction "as built", all at Lessee's sole expense.


                           ARTICLE V

                            Financing

     5.1  Right to Mortgage.

          a.   Lessee may, from time to time, with the consent of
Lessor, which consent shall not be unreasonably withheld,
hypothecate, mortgage, pledge or alienate Lessee's leasehold
estate and rights hereunder, and/or may cause a pledge of its
shares or other ownership interests, as security for payment of
any indebtedness of Lessee.  Lessor's consent shall be deemed to
be given for any hypothecation, mortgage, pledge or alienation of
Lessee's leasehold estate and rights hereunder, and/or pledge of
Lessee's shares or other ownership interests, as security for
payment of any indebtedness of Lessee, to an Institutional
Lender, so long as the indebtedness to be thereby secured,
together with any other then-existing indebtedness of Lessee,
does not exceed eighty-five percent (85%) of the fair market
value at such time of the Hotel and Lessee's rights hereunder;
provided, however that in no event may the aggregate principal
amount of mortgages encumbering Lessee's leasehold estate
outstanding at the time of granting of any such mortgage, exceed
eighty percent (80%) of the fair market value at such time of the
Hotel and Lessee's rights hereunder.  The holder or holders of
any such lien or pledge shall be referred to herein as "Leasehold
Mortgagees".

          b.   A Leasehold Mortgagee or its assignee may enforce
its mortgage, lien or pledge and acquire title to the leasehold
estate or ownership or control of Lessee in any lawful way and,
pending Foreclosure of such lien, the Leasehold Mortgagee or its
assigns may take possession of and operate the Premises,
performing all obligations to be performed by Lessee.  Upon
Foreclosure of such lien, the Leasehold Mortgagee or any wholly
owned affiliate of the Leasehold Mortgagee may purchase or
acquire the leasehold estate and rights hereunder or the stock or
other ownership interests of Lessee (the Leasehold Mortgagee or
any such affiliate thereof being hereinafter referred to as a
"Leasehold Mortgagee Foreclosure Purchaser"), without the consent
of the Lessor and without any obligation to comply with the
provisions of Section 11.7(d) hereof, provided that the Leasehold
Mortgagee Foreclosure Purchaser must meet the requirements of
Section 11.7(a) clauses (i), (ii), (iii) and (iv) if foreclosing
on the mortgage on the leasehold estate and meet the requirements
of Section 11.7(a) clauses (i), (ii) and (iii) if foreclosing on
a pledge of the stock or other ownership interest of Lessee.
After completion of Foreclosure, a Leasehold Mortgagee
Foreclosure Purchaser may sell and assign the leasehold estate
hereby created and the rights of Lessee hereunder, or ownership
or control of Lessee, but any purchaser or assignee must meet the
requirements Section 11.7(a) clauses (i), (ii), and (iii) and, if
transferring the leasehold estate, clause (iv) and any such sale
which occurs more than twelve (12) months after completion of
Foreclosure must comply with the provisions of Section 11.7(d)
and any such sale or transfer prior to twelve months after
completion of Foreclosure shall not be subject to the provisions
of Section 11.7(d).  In addition, upon Foreclosure of a Leasehold
Mortgage, a purchaser or transferee which is not the Leasehold
Mortgagee or a wholly-owned affiliate of a Leasehold Mortgagee
shall not be subject to the provisions of Section 11.7(d) hereof,
but any future sale or transfer by such purchaser or transferee
shall be subject to Section 11.7 (d) hereof.  Any Leasehold
Mortgagee Foreclosure Purchaser acquiring such leasehold estate
shall be liable to perform the obligations imposed on Lessee by
this Lease only during the period such Person has ownership of
said leasehold estate or possession of the Premises.

     5.2  Notice to and Rights of Leasehold Mortgages.

          a.   When giving notice to Lessee with respect to any
default hereunder, Lessor shall also serve a copy of each such
written notice upon any Leasehold Mortgagee who shall have given
Lessor a written notice specifying its name and address.  If
Lessee shall default in the performance of any of the terms,
covenants, agreements and conditions of this Lease on Lessee's
part to be performed, any Leasehold Mortgagee shall have the
right, within the grace period available to Lessee for curing
such default, plus such additional grace periods which may be
allotted to the Leasehold Mortgagee, to cure or make good such
default or to cause the same to be cured or made good whether the
same consists of the failure to pay rent or the failure to
perform any other obligation and Lessor shall accept such
performances on the part of any Leasehold Mortgagee as though the
same had been done or performed by the Lessee.

          b.   In case of a default by Lessee in the payment of
money, Lessor will take no action to effect a termination of this
Lease by reason thereof unless such default has continued beyond
forty (40) days after Lessor shall have served a copy of such
written notice upon Lessee and any Leasehold Mortgagee, it being
the intent hereof and the understanding of the parties that any
Leasehold Mortgagee shall be allowed up to, but not in excess of,
forty-five (45) days to cure any default of Lessee in the payment
of rent or in the making of any other monetary payment required
under the terms of this Lease in addition to the ten (10) days
granted to Lessee to make such payments.

          c.   In the case of any other default by Lessee, Lessor
will take no action to effect a termination of this Lease by
reason thereof unless Lessee or any Leasehold Mortgagee fails,
within forty-five (45) days after written notice from Lessor to
any Leasehold Mortgagee of Lessor's intention to terminate the
Lease:

               (i)  to commence to cure such default, if such
default is susceptible of being cured by the Leasehold Mortgagee
without the Leasehold Mortgagee obtaining possession of the
Premises;

               (ii) to commence and diligently pursue efforts to
obtain possession of the Premises (including possession by a
receiver) and to cure such default in the case of a default which
is susceptible of being cured when the Leasehold Mortgagee has
obtained possession thereof; or

               (iii)     to institute foreclosure proceedings and
to complete such foreclosure proceedings or otherwise acquire
Lessee's interest under this Lease, or the right of possession
hereunder, with reasonable and continuous diligence in the case
of a default which is not so susceptible of being cured by the
Leasehold Mortgagee,

provided it is the intention hereof and the understanding of the
parties that any Leasehold Mortgagee shall be allowed up to, but
not in excess of, forty-five (45) days in addition to the time
period granted to Lessee pursuant to Section 9.1(b) to commence
action under  Sections 5.2(c)(i)-(iii); and provided, further,
that a Leasehold Mortgagee shall not be required to continue such
possession or continue such foreclosure proceedings if the
default which prompted the service of such a notice has been
cured.

          d.   The time available to a Leasehold Mortgagee to
initiate foreclosure proceedings as aforesaid shall be deemed
extended by the number of days of delay occasioned by judicial
restriction against such initiation or occasioned by other
circumstances beyond the Leasehold Mortgagee's control.

          e.   During the period that a Leasehold Mortgagee shall
be in possession of the Premises and/or during the pendency of
any foreclosure proceedings instituted by a Leasehold Mortgagee,
the Leasehold Mortgagee shall pay or cause to be paid the rent
specified in Article III above and all other charges of
whatsoever nature payable by Lessee hereunder which have been
accrued and are unpaid and which will thereafter accrue during
said period.  Following the acquisition of Lessee's leasehold
estate by the mortgagee or a Qualified Purchaser, either as a
result of foreclosure or acceptance of an assignment in lieu of
foreclosure, or the right of possession hereunder, the Leasehold
Mortgagee or party acquiring title to Lessee's leasehold estate
shall, as promptly as possible, commence the cure of all defaults
(other than money defaults, it being understood that any such
money defaults would have already been cured and that thereafter
all rent and other money items would be kept current) hereunder
to be cured and thereafter diligently process such cure to
completion, except such defaults which cannot in the exercise of
reasonable diligence be cured or performed by the Leasehold
Mortgagee or party acquiring title to Lessee's leasehold estate,
whereupon Lessor's right to effect a termination of this Lease
based upon the default in question shall be deemed waived.  Any
default not susceptible of being cured by the Leasehold Mortgagee
or party acquiring title to Lessee's leasehold estate shall be,
and shall be deemed to have been waived by Lessor upon completion
of the foreclosure proceedings or acquisition of Lessee's
interest in this Lease by any Qualified Purchaser (who may, but
need not be, the Leasehold Mortgagee) at the foreclosure sale, or
who otherwise acquires Lessee's interest from the Leasehold
Mortgagee or by virtue of a Leasehold Mortgagee's exercise of its
remedies.  Any such purchaser, or successor of purchaser, shall
be liable to perform the obligations imposed on Lessee by this
Lease incurred or accruing only during such purchaser's or
successor's ownership of the leasehold estate or possession of
the Premises.

          f.   Nothing herein shall preclude Lessor from
exercising any of Lessor's rights or remedies with respect to any
other default by Lessee during any period of any such
forbearance, subject to the rights of any Leasehold Mortgagee as
herein provided.

          g.   All notices by Lessor to Leasehold Mortgagees
shall be given by registered or certified mail, return receipt
requested, addressed to the Leasehold Mortgagees at the address
last specified to Lessor by the Leasehold Mortgagees, and any
such notice shall be deemed to have been given and served as
provided in Section 11.5.

          h.   If two or more Leasehold Mortgagees each exercise
their rights hereunder and there is a conflict which renders it
impossible to comply with all such requests, the Leasehold
Mortgagee whose Leasehold Mortgage would be senior in priority if
there were a foreclosure shall prevail.  If any Leasehold
Mortgagee pays any rental or other sums due hereunder which
relate to periods other than during its actual ownership of the
leasehold estate, such Leasehold Mortgagee shall be subrogated to
any and all rights which may be asserted against Lessor with
respect to such periods of time.

     5.3  New Lease if No Bankruptcy.  If this Lease is
terminated or cancelled for any reason where the Leasehold
Mortgagee has not been given an opportunity to cure pursuant to
Section 5.2 and if Section 5.8 below is not applicable, any
mortgagee shall have the right, within thirty (30) days after the
receipt of notice of such termination, to demand a new Lease
covering the Premises for a term to commence on the date of
procurement by Lessor of possession of the Premises and to expire
on the same date as this Lease would have expired if it had
otherwise continued uninterrupted until its scheduled date of
termination, and containing all of the same rights, terms,
covenants, considerations, unexpired options, and obligations as
set forth in this Lease.  Such new lease shall be executed and
delivered by Lessor to the Leasehold Mortgagee within thirty (30)
days after receipt by Lessor of written notice from the Leasehold
Mortgagee of such election and upon payment by the Leasehold
Mortgagee of all sums owing by Lessee under the provisions of
this Lease (less any rent and other income actually collected by
Lessor in the meantime from subtenants or other occupants of the
Premises) and upon performance by the Leasehold Mortgagee of all
other obligations of Lessee under the provisions of this Lease
with respect to which performance is then due and which are
susceptible of being cured by a Leasehold Mortgagee.  After such
termination of this Lease and prior to the expiration of the
period within which the Leasehold Mortgagee may elect to obtain
such new lease from Lessor, Lessor shall refrain from terminating
any existing subleases and from executing any new subleases
without the prior written consent of all Leasehold Mortgagees,
and Lessor shall account to the Leasehold Mortgagee for all rent
collected from subtenants during such period.  Any new lease
granted to a Leasehold Mortgagee shall enjoy the same priority as
this Lease over any mortgage or other lien created by Lessor, in
its capacity as Lessor, before or after the date of such new
lease.

     5.4  Consent of Mortgagee.  Without the prior written
consent of all Leasehold Mortgagees, neither this Lease nor the
leasehold estate created by this Lease shall be surrendered,
cancelled, modified or amended (except with respect to
termination pursuant to any eminent domain proceedings concerning
the whole of the Premises, as provided in Article VII below),
unless the mortgagee has had an opportunity to cure any default
of Lessee pursuant to Section 5.2 and has failed to do so.  No
agreement purporting to surrender, cancel, terminate, modify or
amend this Lease without such consent shall be valid or
effective.

     5.5  No Merger.   No merger of Lessee's leasehold estate
into Lessor's fee title shall result or be deemed to result by
reason of ownership of Lessor's or Lessee's estates by the same
party or by reason of any other circumstances, without the prior
written consent of the Leasehold Mortgagee, unless such merger
results from a default by Lessee where the Leasehold Mortgagee
has been given an opportunity to cure and has failed to do so.

     5.6  Financing by Lessor.  Any mortgage made by Lessor
(referred to herein as "Lessor Mortgage") covering its interest
in the Premises shall be subject to the rights of Lessee and any
Leasehold Mortgagees in the Premises, as set forth in this Lease.
Lessor agrees that any such Lessor Mortgage shall include a
clause stating that such Lessor Mortgage is so subject as set
forth above, but any such Lessor Mortgage shall automatically be
subject to this Lease regardless of whether or not any such
clause is in fact included in such Lessor Mortgage.  The basic
substance of the foregoing provisions shall be included in the
short form Lease described in Section 11.23.  If any proceedings
are brought for the foreclosure of, or in the event of exercise
of the power of sale under, any Lessor Mortgage or if Lessor
sells, conveys or otherwise transfers its interest in the
Premises, Lessee hereby agrees to attorn to whatever party
legally succeeds to the interest of Lessor in the Premises.

     5.7  [Intentionally deleted]


     5.8  Option for New Lease if Bankruptcy.

          a.   If there is an actual or deemed rejection of the
Lease (or of the new lease hereinafter described), under any
provision of the Bankruptcy Code (Title 11, United States Code)
or any successor law having similar effect, which results in a
termination of the Lease (or such new lease), Lessor agrees that
the senior leasehold mortgagee (the "Mortgagee") shall have the
right, for a period of sixty (60) days subsequent to such
termination, to demand from Lessor a new lease of the Premises
(the "New Lease").  The New Lease shall be for a term commencing
on the date the Lease was terminated and expiring on the date
stated in the Lease as the fixed date for the expiration thereof.
The rental and all provisions, covenants and conditions of the
New Lease shall be the same as the rental, provisions, covenants
and conditions of the Lease as of the date of termination
thereof, except that the liability of the Mortgagee under the New
Lease shall not extend beyond the period of its occupancy
thereunder.  As the Lessee under the New Lease, the Mortgagee
(with respect to the Lessor) shall have the same right, title and
interest in and to the buildings and improvements on the Premises
as the Lessee had under the Lease immediately prior to its
termination.

          b.   If the Mortgagee shall elect to demand such New
Lease, the Mortgagee shall, within such period, deliver written
notice to the Lessor of such election; and thereupon, within
fifteen (15) days thereafter, the Lessor and the Mortgagee shall
execute and deliver such New Lease upon said term, rental,
provisions, covenants and conditions, and the Mortgagee shall, at
the time of the execution and delivery of such New Lease, pay to
the Lessor all rental, charges, and taxes, owing by the Lessee to
the Lessor under the terms of the Lease immediately prior to the
termination of the Lease together with reasonable attorneys' fees
and expenses incurred by the Lessor in connection with the
rejection and termination of the Lease and the preparation,
execution and delivery of the New Lease, and all rentals, charges
and taxes owing by the Mortgagee, as lessee under such New Lease.
The Mortgagee shall also indemnify and hold the Lessor harmless
from and against all claims, damages, losses and expenses,
including reasonable attorneys' fees arising out of or in
connection with the termination of the Lease and the issuance of
the New Lease.  The Lessor may, at its option, require the
Mortgagee to obtain an appropriate order from the Bankruptcy
Court.

          c.   The Lessor shall be under no obligation to accept
rent from or otherwise agree to an attornment from any subtenants
of the Premises whose rental agreements or subleases shall have
terminated upon the termination of the Lease.  If the Mortgagee
demands such New Lease as provided herein, the New Lease will be
issued by Lessor subject to (and together with a quitclaim
assignment of Lessor's interests in) any and all subleases or
rights or tenants in possession and the Mortgagee shall have the
rights and obligations as landlord or sublessor with respect to
such sublessees or tenants and the same obligations to indemnify
and hold the Lessor harmless from any and all expenses connected
with and Claims from such sublessee or tenants, as the Lessee had
under the Lease (to the same extent and effect as if the Lease
had been assigned to the Mortgagee).  The Mortgagee shall be
given credit for any net rents and income actually collected and
accepted by the Lessor from such sublessees or tenants of the
Premises.

          d.   Any and all mortgages, or other lien, on the
Lessor's interest in the Premises, subsequent to the date of
filing or recording, to the extent permitted by law, shall be
subject and subordinate to this Lease.  Any New Lease issued
pursuant to the provisions hereof, to the extent permitted by
law, shall be superior and prior to any such mortgage or other
lien.

     5.9  [Intentionally Deleted]


                           ARTICLE VI

                           Insurance

     A.   Insurance of Buildings.

     6.1  Fire and Hazard Insurance.  In order to secure the
rents due the Lessor, the Lessee shall, at its own expense, at
all times during the Term keep all buildings, other improvements
and fixtures, by whomsoever installed or constructed, existing on
the Premises on the date of the Lease or at any time thereafter,
insured against (a) the "all risks" coverage (including, if
available and without exorbitant costs, earthquake, flood,
boiler, machinery, and war insurance), and (b) such other hazards
or risks which are covered by customary insurance by similar
hotels in the area (including the Kaanapali area of Maui).  All
such insurance shall be in an amount equal to the full
replacement cost of such buildings, improvements and fixtures
without deduction for depreciation, with an "agreed amount
endorsement" and with an "inflation guard" endorsement.  All such
insurance shall be with an insurance company or companies
authorized to do business in Hawaii, naming Lessor, any mortgagee
of Lessor, and any mortgagee of Lessee, as additional insureds as
their interests may appear.  Loss shall be adjusted with Lessee.

     6.2  Payment of Insurance Proceeds.  Every policy of the
insurance described in Section 6.1 shall be issued to cover and
insure all the several interests in the buildings, improvements,
fixtures and rent required to be insured in Section 6.1 of the
Lease, the Lessor and any Mortgagees under any mortgage of this
Lease, as their respective interests are defined in this section
below, and shall be made payable in case of loss or damage to the
respective parties as their interests may appear.  The respective
interest of the Lessor, the Lessee and any Mortgagees in any
proceeds of the insurance required in Section 6.1 above payable
for insured loss or damage shall be fixed and determined as of
the date of such loss or damage.

     6.3  Use of Insurance Proceeds.  In case the buildings,
improvements or fixtures required to be insured in Section 6.1 or
any part thereof shall be destroyed or damaged by fire or such
other casualty required to be insured against, then and as often
as the same shall happen, all proceeds of such insurance shall be
available for and used with all reasonable dispatch by the Lessee
in rebuilding, repairing, replacing or otherwise reinstating the
buildings, improvements or fixtures so destroyed or damaged in a
good and substantial manner according to the plan and elevation
thereof, or according to such modified plan as shall be approved
under Section 4.1(a), and to pay the rent due the Lessor.  If the
available insurance proceeds shall be insufficient for
rebuilding, repairing, replacing or otherwise reinstating such
buildings, improvements or fixtures in the manner provided in
this section above, then the Lessee shall provide the balance of
all funds required to completely rebuild, repair, replace or
otherwise reinstate such buildings, improvements or fixtures.
Lessee shall undertake promptly to reinstate the building or
buildings, or portions thereof, so destroyed or damaged according
to the original plan and elevation thereof, or according to such
modified plan as shall be approved by Lessor pursuant to Section
4.1(a).  If a casualty under this Section 6.1 shall occur in the
last ten (10) years of the Term of this Lease, the Lessee shall
have the option of notifying the Lessor that the Lessee does not
intend to rebuild the buildings, improvements, or fixtures so
destroyed, but rather elects to terminate the Lease as of the
date of the casualty, by giving Lessor written notice at least
thirty (30) days after the date of the casualty, and then Lessee
will, at its own expense, pay all real property taxes and any
assessments then outstanding and shall pay over all insurance
proceeds to the Lessor, except if requested by Lessor, Lessee
shall use the insurance proceeds to promptly remove from the
Premises, all buildings, improvements and trade fixtures, and
restore the Land then remaining to good, orderly and sanitary
condition and even grade, and upon so doing the Lessee shall then
surrender any remaining balance of the insurance proceeds (if
any), surrender this Lease and Lessee shall be relieved of
further performance under this Lease.  If the available insurance
proceeds shall be insufficient, then Lessee shall provide the
balance of all funds required to remove from the Premises, all
buildings, improvements and trade fixtures, and restore the Land
then remaining to good, orderly and sanitary condition and even
grade.

     6.4  Uninsured Casualty and Abatement of Rent.  If a portion
of the Hotel, as it exists from time to time, the value of which
exceeds ten percent (10%) of the value of the entire Hotel, shall
be rendered untenantable by casualty not required by this Lease
to be insured against, Lessee shall not have any obligation to
rebuild, repair or otherwise reinstate such buildings.  If Lessee
shall undertake to reinstate the building or buildings, or
portions thereof, so destroyed or damaged according to the
original plan and elevation thereof, or according to such
modified plan, then such plans shall be subject to approval by
the Lessor pursuant to Section 4.1(a).  If the Lessee does not
rebuild, repair or otherwise reinstate such buildings, Lessee
will at its own expense, pay all real property taxes and any
assessments then outstanding and, if requested by Lessor,
promptly remove from the Premises all buildings, improvements and
trade fixtures and restore the Land then remaining to good,
orderly and sanitary condition and even grade, and upon so doing
the Lessee shall then surrender this Lease and thereby be
relieved of further performance under this Lease.


     B.   Liability Insurance.

     6.5  Lessee to Obtain Liability Insurance.  The Lessee shall
maintain at its own expense during the Term a policy or policies
of comprehensive general liability insurance naming the Lessor
(and its wholly-owned subsidiaries) and the Lessee as insureds
thereunder with respect to liability for personal injury, death
and property damage arising from use, management, ownership or
occupation of the Premises in form and with coverage reasonably
satisfactory to and reasonably approved by the Lessor (including
a broad form CGL endorsement and full liquor law or dramshop
liability coverage as well as business automobile liability
coverage including non-owned and hired automobile liability
coverages), with minimum limits of not less than TWENTY-FIVE
MILLION DOLLARS ($25,000,000) for injury to more than one person
in any one accident, and for property damage in any one accident,
in any insurance company or companies authorized to do business
in Hawaii.  Lessee shall periodically, but not less frequently
than annually, reevaluate the scope of the risks covered and the
liability limits of such insurance and, if necessary, increase
such coverage or liability limits in order to provide coverage of
risks and liability limits which a prudent businessman would
provide for property being put to uses similar to those of the
Premises.

     C.   General Insurance Requirements.

     6.6  Policy Provisions.  Each policy of comprehensive
general liability or hazard insurance required in parts A and B
of this Article above and in Section 4.2(d) of Article IV shall,
to the extent available and customary for hotels on Maui:

          a.   provide that the liability of the insurer
thereunder shall not be affected by, and that the insurer shall
not claim, any right of setoff, counterclaim, apportionment,
proration, or contribution by reason of, any other insurance
obtained by or for Lessor, Lessee, or any person claiming by,
through, or under any of them;

          b.   contain no provision relieving the insurer from
liability for loss occurring while the hazard to buildings,
improvements and fixtures is increased, whether or not within the
knowledge or control of, or because of any breach of warranty or
condition or any other act or neglect by, Lessor, Lessee, or any
person claiming by, through, or under any of them;

          c.   provide that such policy may not be cancelled,
changed or modified (except to increase coverage), whether or not
requested by Lessee, except upon the insurer giving at least
thirty (30) days' prior written notice thereof to Lessor, Lessee,
every mortgagee of any interest in the Premises, and every other
person in interest who has requested such notice of the insurer;

          d.   contain a waiver by the insurer of any right of
subrogation to any right of Lessor or Lessee against any of them
or any person claiming by, through, or under any of them; and

          e.   in the case of hazard insurance, contain a
standard mortgagee clause which shall:

               (i)  provide that any reference to a Mortgagee in
such policy shall mean and include all holders of mortgages of
any interests in the Premises, in their respective order and
preference as provided in their respective mortgages;

               (ii) provide that such insurance as to the
interest of any Mortgagee shall not be invalidated by any act or
neglect of Lessor, Lessee or any person claiming by, through, or
under any of them; and

               (iii)     waive any provision invalidating such
Mortgagee clause by reason of the failure of any Mortgagee or
Lessor, Lessee, or any person claiming by, through, or under any
of them to notify the insurer of any hazardous use or vacancy,
any requirement that any Mortgagee pay any premium thereon, or
any contribution clause.

     6.7  Certificates of Insurance.  Lessee shall deposit and
maintain with Lessor current certificates of insurance issued by
the insurance carriers certifying that Lessee has in effect all
the insurance required in parts A and B of this Article with
certificates of renewal delivered by Lessee to Lessor at least
thirty (30) days prior to the expiration date of such policies.
All such certificates shall specify that the Lessor (and where
applicable, its wholly-owned subsidiaries) is a named insured and
that the policies to which they relate cannot be cancelled or
modified on less than thirty (30) days (or ten (10) days in the
case of failure to pay premiums) prior written notice to Lessor.


                          ARTICLE VII

                          Condemnation

     7.1  Total Condemnation.  If at any time during the Term,
all of the Premises shall be taken or condemned by any authority
having the power of eminent domain, then the estate and interest
of the Lessee in the Premises shall at once cease and determine.
The Term of the Lease shall cease as of the day possession is
taken by such authority and all rents shall be paid up to that
date.

     7.2  Partial Condemnation.

          a.   Termination As To Portion.  If at any time or
times during the Term any part of the Premises shall be taken or
condemned by any authority having the power of eminent domain,
then and in every such case the estate and interest of the Lessee
in any part of the Premises so taken or condemned shall at once
cease and determine, and this Lease shall terminate as to the
portion taken.

          b.   Continued Operations.  If after a partial
condemnation, this Lease is not terminated pursuant to Section
7.2(c), then:

               (i)  Taking or condemnation of a part of the
Premises, whether of the Land or any buildings or improvements on
the Land, shall not affect the provisions for determination or
payment of percentage rent set forth in this Lease.

               (ii) If an economically viable hotel of the same
quality at the time of any condemnation can be restored, rebuilt
or otherwise repaired on the remaining portion of the Premises at
a cost not exceeding the condemnation award paid with respect to
buildings or improvements so taken or condemned, then all such
amounts shall be available for and used with all reasonable
dispatch by the Lessee in rebuilding, repairing or otherwise
reinstating or replacing such portion of such building or
improvement taken or condemned on the balance of the Land, to the
extent of such condemnation award, in a good and substantial
manner according to such plan as shall be approved by the Lessor
in accordance with Section 4.1(a).  The provisions of this
paragraph relate only to the handling of condemnation proceeds
attributable to the partial taking of any building or
improvements and do not in any way alter the provisions of
Section 7.3(a) with respect to condemnation proceeds paid for the
taking of all or any portion of the Land.

          c.   Termination of Lease.  If only part of the
Premises shall be so taken or condemned, Lessee shall have the
right and option to terminate this Lease if:

               (i)  The balance of the Premises is unsuitable for
construction and operation of an economically viable hotel of the
same quality as the Hotel, or

                (ii)  a  portion of the Hotel, as it exists  from
time  to  time,  the  value of which exceeds twenty-five  percent
(25%)  of  the  value  of  the entire Hotel  shall  be  taken  or
condemned.

If Lessee elects to terminate, Lessee will notify Lessor and upon
such  notification Lessee's obligation to pay rent  shall  cease,
and Lessee shall pay all real property taxes and assessments then
due  and, if requested by Lessor, remove all buildings and  other
improvements then remaining on the Premises and restore the  Land
then remaining to good and orderly condition and even grade,  and
terminate this Lease.  Upon such termination the Lessee shall  be
relieved of all further obligations under this Lease, the  Lessor
shall refund to the Lessee any unearned portion of the rent  paid
in  advance  prior to the effective date of such termination  and
Lessee  shall  receive the Lessee's interest in such condemnation
compensation and damages.

     7.3  Compensation and Damages.

           a.   Land.  In every case of taking or condemnation of
all  or  any  part of the Premises, all compensation and  damages
payable for or on account of the taking of all or any part of the
Land  shall be payable to and be the sole property of the Lessor,
and  neither  Lessee nor any mortgagee of the  Lessee's  interest
under  this  Lease  shall  have any interest  or  claim  to  such
compensation or damages or any part thereof whatsoever.

           b.    Improvements.  Subject to this Section  7.3  all
compensation and damages payable for or on account of the  taking
of  all  of any buildings and other improvements erected  on  the
Land  and  any  plans and other preparations  therefor  shall  be
payable  to the Lessee and any mortgagee of the Lessee's interest
under  this Lease, in accordance with their respective interests,
after deducting the Lessor's interest; provided, however, if  the
mortgage was approved by the Lessor or otherwise permitted  under
Section  5.1 hereof, the Mortgagee shall be entitled to  be  paid
the then outstanding balance of the mortgage before deducting the
Lessor's  interest.   The Lessor's interest therein  shall  be  a
proportionate  amount of such compensation  and  damages  in  the
ratio  which  the expired portion of the Term starting  with  the
Initial  Lease  Date bears to the total Term  (less  the  portion
prior to the Initial Lease Date).

      7.4   Condemnation of Leasehold Interest.  In the event  at
any  time  or times during the Term a leasehold interest  in  the
Premises  or  any  part  of  such  interest  shall  be  taken  or
condemned,  then  and  in  every such case,  notwithstanding  the
foregoing provisions of this Article VII, Lessee shall  have  the
option to terminate and/or be fully released and discharged  from
all  further  liabilities and obligations  under  this  Lease  by
paying  to Lessor all compensation and damages for the taking  or
condemnation  of  such  leasehold  interest  (exclusive  of   all
compensation  and damages for any taking or condemnation  of  the
Hotel),  or,  if Lessee does not elect to terminate  this  Lease,
then  such  taking  or  condemnation  shall  not  result  in  any
reduction  in  minimum or percentage rent under this  Lease,  nor
excuse  the Lessee from the full and faithful performance of  any
or  all of its covenants and obligations under this Lease for the
payment  of  money,  nor excuse or relieve the  Lessee  from  the
performance  of  its covenants and obligations under  this  Lease
except to the extent that, and for so long as, the performance of
such  covenants and obligations shall be rendered  impossible  by
reason  of the loss by the Lessee of possession of such  part  of
the  Premises subject to such taking or condemnation.   In  every
such  case  of  taking or condemnation of all or a  part  of  the
Lessee's  leasehold  interest, the Lessee shall  be  entitled  to
claim  and  recover  from the condemning  authority  its  damages
sustained  by  reason  of such taking, and all  compensation  and
damages  payable for or on account of such taking or condemnation
of any part of such leasehold interest shall be payable to and be
the sole property of the Lessee unless Lessee elects to terminate
this Lease as set forth above.

       7.5   Loss  of  Business  Damages.   Notwithstanding   the
foregoing  provisions of this Article VII, if and  only  if  such
claim  for damages is not adverse to any interest of Lessor,  the
Lessee  and/or the Hotel Operator shall have the right  to  claim
and  recover  from  the condemning authority  but  not  from  the
Lessor,  such  compensation  as  may  be  separately  awarded  or
recoverable by the Lessee and/or the Hotel Operator  in  its  own
right  on account of any and all damage to its business by reason
of  any condemnation and for or on account of any cost or loss to
which  the  Lessee  and/or the Hotel Operator  might  be  put  in
removing its furnishings and equipment.

     7.6  Conveyance as Condemnation.  The term "condemnation" as
used in this Lease shall include any conveyance made under threat
or  imminence of condemnation by any public or private  authority
having the power of eminent domain.


                          ARTICLE VIII

                Maintenance and Use of Premises

     8.1  Taxes and Assessments.  Lessee shall pay throughout the
Term, beginning as of the date of this Lease, directly to the
appropriate taxing or other applicable authority at least three
(3) days before the same become delinquent, all real property
taxes and assessments of every description attributable to the
Premises or any part thereof or improvement thereon, or for which
the Lessor or Lessee in respect thereof, are now or may during
the term be assessed or become liable, whether assessed to or
payable by Lessor or Lessee (with the property taxes for the
first and last Lease years prorated if applicable); provided,
however, that with respect to any assessment made under any
betterment or improvement law which may be payable in
installments, Lessee shall be required to pay only such
installments of principal and interest as shall become due and
payable during the Term.  Lessee's covenant for the payment of
the taxes set forth in the preceding sentence shall include the
payment of any new tax (except federal or state net income taxes)
which supplements or replaces either the real property tax or
increases in real property taxes and is assessed upon the
Premises or any part thereof or upon the rents received under
this Lease by Lessor or upon Lessor in respect of any of the
preceding items.  Lessee shall also pay the gross excise tax on
such taxes and assessments in accordance with Section 3.6.
Subject to all of the conditions set forth in this sentence,
Lessee may contest in good faith at Lessee's sole expense by
appropriate proceedings, as may be allowed by law, the validity
or amount of any tax or assessment required in this paragraph to
be paid by the Lessee, which conditions are as follows: (a) such
actions must be commenced before any such tax or assessment
becomes delinquent, (b) the action commenced by the Lessee must
be an action which either stays the collectibility of such tax or
prevents the sale of the Premises in satisfaction of such tax or
assessment or lien securing such tax or assessment, or in the
alternative to the previous two types of actions, an action in
which Lessee pays such tax or assessment while such action
ensues, (c) Lessee complies with all requirements of such action,
including but not limited to the posting of bond or payment of
such tax or assessment while such action ensues, (d) Lessee gives
notice to Lessor of Lessee's intention to contest such tax or
assessment not less than ten (10) days before such taxes or
assessments become delinquent, and (e) prior to undertaking such
action, Lessee gives security, reasonably satisfactory to Lessor
in both quality and quantity, to Lessor for payment of such
taxes; provided, however, that notwithstanding the foregoing,
Lessee shall pay all such taxes, rates, assessments or charges,
together with all interest, penalties or fines accrued thereon or
imposed in connection therewith, immediately upon the
commencement of proceedings to foreclose any lien which attached
to the Premises or any part thereof as security for such taxes,
rates, assessments or charges.  If the Lessee shall fail to pay
any taxes or assessments as provided in this paragraph and elects
not to dispute such taxes or assessments in accordance with the
provisions above, then the Lessor may at any time thereafter pay
the same, together with any interest, penalties, fines and costs
accrued thereon or imposed in connection therewith, and Lessee
shall repay to the Lessor upon demand therefor the full amount so
paid by the Lessor, together with interest at Lessor's Cost of
Money accruing from the date such payments were due until Lessor
is reimbursed for such payments by Lessee.

     8.2  Lessee to Pay All Rates and Charges.  Lessee shall pay
directly before such charges and rates become delinquent, all
utility charges, water and sewer rates, garbage rates, Kapalua
Resort Association and Kapalua Marketing Association assessments,
and other charges and outgoings of every description attributable
to the Premises or any part thereof or improvement thereon, or
for which Lessor or Lessee in respect thereof may during the Term
be assessed or become liable, whether assessed to or payable by
Lessor or Lessee and whether such charges and rates are imposed
by governmental authority, public or private utility together
with the gross excise tax, if applicable, as required by Section
3.6.  Anything in this Lease to the contrary notwithstanding,
Lessee shall not be required to pay any tax or assessment in the
nature of an income, state, or inheritance tax imposed because of
Lessor's receipt of rental payments from Lessee or because of
Lessor's ownership of the fee title to the Premises or because of
Lessor's interest in the Lease or in the Premises.

     8.3  Improvements Required by Law.  The Lessee shall at its
own expense during the whole of the Term of this Lease make,
build, maintain and repair all fences, roads, curbs, sidewalks,
sewers, drains, parkways and parking areas and other improvements
on the Premises which may be required by law to be made, built,
maintained or repaired upon or adjoining or in connection with or
for the use of the Premises or any part thereof except for
improvements which are to be located on property owned or leased
by others.  Without limiting the foregoing sentence, Lessee
agrees that all such improvements shall be subject to the
Lessor's right of approval as provided in Article IV above.

     8.4  Repair and Maintenance.  In order to preserve the high
aesthetic standards in the Kapalua Resort Area, the Lessee will
at its own expense keep the Premises, all landscaping, all
structural and non-structural portions of all buildings and other
improvements existing on the Premises at any time during the
Term, in good order, condition, maintenance and repair including
without limitation (a) repainting the exterior of the Hotel as
required to maintain the appearance of the Hotel, (b) complying
with the landscaping and other maintenance requirements and
covenants imposed upon the Lessor as Grantor under the
Preservation and Conservation Easement described in Exhibit "A"
hereof, and (c) maintaining landscaping to screen the Hotel's
Aloha Pavilion from Office Road.  All repairs which would
constitute Construction shall be subject to the Preconditions for
Construction in Sections 4.2(a) and 4.2(b).  Repairs which
constitute Construction but which return the Premises to their
original condition and aesthetic appearance as shown in plans and
specifications previously approved by Lessor shall not require
Lessor's prior consent but shall meet without limitation the
Preconditions for Construction.  Any change of color of exterior
painting of the Hotel must be approved by Lessor.

     8.5  Observance of Laws.  The Lessee shall during the Term
keep the Premises in a strictly clean and sanitary condition and
observe and perform all laws, ordinances, rules and regulations
whether now or hereafter made by any governmental authority for
the time being applicable to the Premises or the use thereof, and
except with respect to the negligence or willful misconduct of
Lessor or Lessor's agents, employees or contractors, Lessee shall
indemnify the Lessor against all actions, suits, claims and
damages by whomsoever brought or made by reason of the
nonobservance or nonperformance of such laws, ordinances, rules
and regulations or this covenant.

     8.6  Inspection of Premises.  The Lessee shall permit the
Lessor and its agents upon reasonable advance notice and at
reasonable times during the Term to enter and examine the state
of repair and condition of the Premises.  If any significant
safety hazard defect comes to Lessor's attention, Lessor may give
notice of such defect to Lessee and within sixty (60) days after
such notice, Lessee shall repair and make good such defect if
required by the terms of this Lease to be repaired and made good
by the Lessee; provided, however, that if such repair or
correction may be made within a reasonable period of time but
cannot reasonably be made within sixty (60) days, then such
repair or correction shall be deemed to be made if begun within
the sixty (60) day period and thereafter continuously and
diligently undertaken to completion by Lessee.  If the Lessee
shall refuse or neglect to commence and complete such repairs
within the time period provided in the preceding sentence, the
Lessor may make such repairs or cause the same to be made and
shall not be responsible to the Lessee or any persons claiming by
or through Lessee for any loss or damage that may be caused to
the property or business of the Lessee or such persons claiming
by or through Lessee by reason of such repairs, except for
Lessor's negligence or willful misconduct and if the Lessor shall
make such repairs or cause the same to be made, the Lessee shall
pay forthwith on demand to the Lessor the cost of such repairs,
with interest at Lessor's Cost of Money.

     8.7  Waste and Unlawful Use.  The Lessee will not make or
suffer any strip or waste or unlawful, improper or offensive use
of the Premises or any part thereof.

     8.8  Use of Premises.

          a.   Operation of Hotel.  The Lessee will use the
Premises for the purposes of, and for no other purpose than,
maintaining and operating the Hotel, the Tennis Center, and the
rental and management of villas, condominiums and apartments,
including all facilities and related commercial retail
operations, operated by Lessee or Concessionaires, reasonably
related to a resort hotel operation; provided, however, Lessee
agrees not to engage in the business of renting villas,
condominiums and apartments so long as Lessor is actually renting
villas, condominiums and apartments in the Kapalua Resort Area.
Lessee agrees that Lessee will maintain and operate a hotel at
the Premises at quality standards generally found in those full
service resort hotels in the State of Hawaii with at least a 4-
Diamond rating from the American Automobile Association as of
January 1, 1996.  Lessee covenants that it will in good faith
diligently and continuously operate the Hotel in accordance with
reasonable business practices.  Any commercial operations on the
Premises, whether conducted by Lessee or a Concessionaire,
involving any unreasonably noisy, dangerous or obnoxious
activities or the leasing or rental of unreasonably noisy,
dangerous or obnoxious equipment, including without limitation
water ski rides or instruction and rental of "jet skis", mopeds
or similar items, shall require the prior written approval of
Lessor and Lessor may unreasonably withhold such approval or
require the termination of any such commercial operations then in
existence on the Premises.  Since only a hotel operation is
intended as aforesaid, the area on the Premises occupied by
commercial retail operations (exclusive of the area occupied by
any and all restaurants, laundries, health clubs and other
similar facilities proximately related to the operation of a
hotel to a standard provided in this Lease) shall not exceed the
initial area (plus up to ten (10%) percent more) agreed upon in
the initial construction of the Hotel.  The Lessee shall use its
best efforts to ensure that any concession, commercial activity,
or other Hotel activity shall be in keeping with the first-class
image of the Kapalua Resort Area.

          b.   Hotel Operating Agreement.  Lessee agrees that
proper management and operation of the Hotel is necessary to
maximize Lessor's percentage rent.  Accordingly, Lessee shall
enter into a Hotel Operating Agreement for the management and
operation of the Hotel by Hotel Operator with the consent of
Lessor, which consent shall not be unreasonably withheld if the
Hotel Operating Agreement expressly provides that the Hotel
Operator has read this Lease and agrees to observe and where
applicable perform the terms and conditions of this Lease in
connection with the operation of the Hotel.  Such agreement(s)
shall be maintained for the term of the Lease, with any successor
Hotel Operator being subject to Lessor's consent.  Any amendment,
modification or replacement of the Hotel Operating Agreement such
that the amended, modified or new Hotel Operating Agreement
provides for monthly deposits into an FF&E Reserve Account or its
equivalent of an amount less than three percent (3%) of "Gross
Revenues" as defined in the Management Agreement between Ground
Lessee and The Ritz-Carlton Hotel Company, L.L.C. dated January
__, 2001 from the Hotel, regardless of the identity of the Hotel
Operator, shall require the Lessor's prior written approval.

     Hotel Operator shall have the right to assign its rights and
obligations under the Hotel Operating Agreement to any assignee
who (a) acquires all, or substantially all, of the assets of
Hotel Operator; (b) assumes its obligations, including those
pursuant to the Hotel Operating Agreement; (c) enters into an
agreement with Owner that the assignee will continue to operate
the Hotel as a luxury hotel as part of the Ritz-Carlton chain or
to the Ritz-Carlton Standards as defined in the Hotel Operating
Agreement or at quality standards generally found in those full
service resort hotels in the State of Hawaii with at least a 4-
Diamond rating from the American Automobile Association as of
January 1, 1996; and (d) has sufficient financial capability and
experience to carry out its obligations under the Hotel Operating
Agreement.

     The following criteria shall be applied to determine the
reasonableness of Lessor in consenting to any Hotel Operator
selected by Lessee, or as to any Affiliate or any proposed
assignee selected by Hotel Operator:  (a) whether as its primary
business, it owns, leases or operates any casino or gambling
facility if such business, ownership, leasing or operation might
reasonably impair the ability of the Lessee, the Hotel Operator
or their respective Affiliates, as applicable, to obtain or
retain any necessary regulatory approvals for the operation of
the Hotel; (b) whether it owns or operates a distillery, winery
or brewery or a distributorship of alcoholic beverages if such
ownership or operation might reasonably impair the ability of the
Lessee, the Hotel Operator or their respective Affiliates, as
applicable, to obtain or retain liquor licenses for the Hotel;
(c) whether it has sufficient financial capability and experience
to carry out its obligations under the Hotel Operating Agreement;
and (d) whether it has the capability to operate the Hotel to a
quality standard generally found in those full service resort
hotels in the State of Hawaii with at least a 4-Diamond rating
from the American Automobile Association as of January 1, 1996.

          c.   Prohibited Uses.  Lessee shall not use the
Premises for commercial retail operations (except as otherwise
provided in this Lease), a realty sales office (except for a
Kapalua Land Company realty sales office) and shops selling items
bearing the Kapalua logo, which is a stylized butterfly with a
pineapple in the center, unless operated or licensed by Kapalua
Land Company.  Lessee shall not use the Hotel's parking lot for
storage or stockpiling of supplies and materials.

          d.   Nuisance.  At all times during the Term, but
especially during Quiet Hours, Lessee covenants that it will use
its best efforts to prevent the escape from the Premises of loud
noises, obnoxious bright lights, odors, dust, smoke or other
noxious agents which could disrupt the quiet, sleep and peaceful
enjoyment of the Kapalua Resort Area of guests of other hotels or
other residents of the Kapalua Resort Area.

     8.9  Liens.  Lessee shall keep the Premises at all times
free and clear of all liens, charges and encumbrances of every
nature, other than such mortgages as may be permitted under this
Lease, and will indemnify and save harmless the Lessor from all
loss, cost and expense, including reasonable attorneys' fees,
with respect to any such liens, charges and encumbrances.

     8.10 Kapalua Resort Association.  Lessee shall become a
member of the Kapalua Resort Association (the "KRA") in
accordance with KRA's articles and bylaws.  As a member of KRA,
Lessee shall comply with the articles and bylaws of the KRA and
pay a pro rata portion of the annual KRA budget in monthly
installments as provided in the articles and bylaws of the KRA.
Lessor reserves all voting rights in KRA as it pertains to the
Land and Lessee shall have all voting rights in KRA as it
pertains to the Hotel (excluding the Land).

     8.11 Kapalua Marketing Association.  The Lessee shall become
a member of the Kapalua Marketing Association ("KMA") and shall
pay its pro rata share up to one-half percent (0.5%) of the Gross
Revenues for the applicable years as Lessee's contribution
towards KMA's annual budget so long as the Kapalua Bay Hotel is a
member of KMA and pays the same percentage of its gross revenues
(as defined under its lease).

     8.12 Visitor Statistics.  For purposes of Lessor's
forecasting and planning for the development of the Kapalua
Resort Area, on the 30th day of each month of the Term, Lessee
shall provide Lessor the following information regarding
operation of the Hotel for the preceding month:

          a.   the number of available room days at the Hotel;

          b.   the number of room days occupied broken down into
rented, complimentary and staff occupied categories;

          c.   the average occupancy rate for the hotel rooms in
the Hotel;

          d.   the average number of guests per room at the
Hotel; and

          e.   the percentage of the total number of the Hotel's
guests who are in tour groups.

Lessor shall have the right to inspect Lessee's records to verify
the information set forth above, but shall not share this
information with any other hotel in the Kapalua Resort Area or
with any other third party without Lessee's consent (except the
Hawaii Visitors Bureau, Pannell, Kerr, Forster, and similar
organizations which compile visitor statistics but without
identifying individual properties), which consent may be
unreasonably withheld by Lessee.

     8.13 Covenant to Operate Hotel.  Lessee understands that
Lessor's expectation of lease rent revenues, especially
percentage rent, is predicated on Lessee operating a successful
hotel on the Premises which maximizes long-term revenues.
Accordingly, Lessee covenants and agrees that it will in good
faith diligently and continuously operate (or cause to be
operated) a hotel on the Premises 365 days each year in
accordance with reasonable business practices and the standards
of Section 8.8(a) with the goal of maximizing long-term revenues.
During the time of any failure to operate continuously the Hotel,
Lessor shall, in addition to any other remedies available to it
under this Lease, be entitled to receive a rental which shall be
no less than the average of that payable during the preceding
three full Rental Years.  Notwithstanding the foregoing, Lessee
shall have the right from time to time to close the Hotel or
parts thereof for such reasonable periods of time as may be
required to make repairs, alterations, remodeling, or for any
reconstruction.  Lessee will use its best efforts to ensure that
any such period of time will not exceed six months with the
exception of any reconstruction of the Hotel as described in
Sections 6.3, 6.4, and 7.2, subject to any delay caused by force
majeure.

     8.14 Name of Hotel.  Lessee will not change the name of the
Hotel without the prior written consent of Lessor, which consent
shall not be unreasonably withheld.
                           ARTICLE IX

                             Default

     9.1  Events and Consequences of Default.  This Lease is
entered into upon the express condition that if any one or more
of the events of default set forth in Sections 9.1(a) through
9.1(d) shall occur, the Lessor may, subject to requirements of
notice and opportunity to cure any default to be given to
Mortgagees of the Lessee's interests under this Lease and any
subordination rights under Section 5.1 and as provided in Section
5.3 and subject to the limited liability provided in Section 9.3,
upon the occurrence of such event of default or at any time
thereafter during the continuance of such default, may then or at
any time thereafter bring an action for summary possession of the
Premises or any part thereof as provided by law, all without
prejudice to any other remedy or right of action which the Lessor
may have for arrears of rent or for any preceding or other breach
of contract.  If this Lease is Filed or Recorded, such
termination of this Lease may but need not necessarily be made
effective by Filing if the Lease is Filed or Recording if the
Lease is Recorded an order of a court of the State of Hawaii
canceling this Lease.  The events of default are as follows:

          a.   Failure to Pay Rent.  (i) The Lessee shall fail to
make full payment of any payment of rent or any other payments
required under this Lease within ten (10) days after the date
such payment is due, whether such payment shall or shall not have
been legally demanded, and (ii) such payment shall not have been
cured in full together with the late payment due thereon under
Section 3.8 and the interest thereon due under Section 11.13,
within ten (10) days after written notice of such default by
Lessor to Lessee; or

          b.   Breach of Covenant.  The Lessee shall fail to
observe or perform any of the covenants contained in this Lease
and on the part of the Lessee to be observed and performed, and
such failure shall continue for a period of thirty (30) days
after written notice of such failure given by the Lessor to the
Lessee without substantial action having been initiated by Lessee
within such period to diligently and continuously continue to
remedy such failure; or

          c.   Abandonment.  The Lessee shall abandon the
Premises; or

          d.   Bankruptcy, Insolvency or Taking.  The making by
Lessee of any general assignment for the benefit of creditors;
the filing by or against Lessee of a petition to have Lessee
adjudged a bankrupt or the petition for reorganization or
arrangement under any law relating to bankruptcy unless, in the
case of a petition filed against Lessee, the same is dismissed
within ninety (90) days; the appointment of a trustee or receiver
to take possession of substantially all of Lessee's assets
located at the Premises or of Lessee's interest in this Lease,
where possession is not restored to Lessee within ninety (90)
days; or the attachment, execution or other judicial seizure of
substantially all of Lessee's assets located at the Premises or
of Lessee's interest in this Lease where such seizure is not
discharged within ninety (90) days.

     9.2  Acceptance of Rent Not Waiver.  The acceptance of rent
by the Lessor or its agent shall not be deemed to be a waiver by
Lessor of any breach by the Lessee of any covenant contained in
this Lease or of the right of the Lessor to terminate this Lease
and reenter the Premises.  The express waiver by the Lessor of
any breach shall not operate to extinguish the covenant or
condition the breach of which has been waived nor be deemed to be
a waiver by the Lessor of its right to declare a forfeiture of
this lease for any breach thereof.

     9.3  Limited Liability of Lessee.  Notwithstanding anything
to the contrary herein, from and after the Initial Lease Date the
Lessee shall not be responsible for any liability under this
Lease arising after any termination under Section 9.1 or any
foreclosure sale pursuant to Section 5.1 other than to bring the
rents and any other money charges current up to that date plus
one year's rent (including one year's real property taxes) based
on the rent paid for the immediately preceding full Rental Year;
or unless from and after the Initial Lease Date the Lessee shall
give Lessor at least one year's notice of its election to
terminate this Lease, in which case the Lessee shall pay the rent
and other money charges due as of that termination date and have
no future liability under this Lease.  In either case, title to
the improvements on the Premises (including the Hotel, the Tennis
Center and all of the Hotel's and Tennis Center's furniture,
furnishings, equipment and at Lessor's option, any sublease,
license or contract related to the Hotel including the Hotel
Operating Agreement or to the Tennis Center) shall automatically
revert to Lessor and if requested by Lessor, the Lessee shall
quitclaim any interest it has in any such improvements on the
Premises to the Lessor and if Lessee shall refuse, then the
Lessor is hereby appointed the attorney-in-fact of the Lessee to
execute such quitclaim documents in the name of the Lessee to the
Lessor, and such power of attorney shall be deemed to be a power
of attorney coupled with an interest; and, if a casualty is
involved, Lessee shall pay over any insurance proceeds to the
Lessor.  If a termination of this Lease occurs in the last twenty
(20) years of the Term, Lessor shall have the option of requiring
the Lessee to remove the improvements pursuant to Section 10.1.


                           ARTICLE X

                           Surrender

     10.1 Surrender.  Subject to the terms of Section 6.4 dealing
with termination of the Lease in the event of an uninsured
casualty, and Article VII, dealing with termination of the Lease
in the event of condemnation under certain conditions, at the end
of the Term or sooner termination of this Lease, the Lessee shall
peaceably deliver to the Lessor possession of the Premises.
Lessee shall, at its expense and within ninety (90) days after
the end of said Term or other termination date, at Lessor's
option, remove all buildings, improvements located on the
Premises and all debris resulting from such removal and restore
the Land to even grade and good and orderly condition, with the
Lessee receiving any salvage value of the materials if Lessee's
contractor does such removal.


                           ARTICLE XI

                       General Provisions

     11.1 Beach.  Lessee covenants and agrees that Lessee will,
at its cost and expense, keep the section of the Honokahua Beach
immediately fronting the Premises in a clean and orderly
condition, free of litter and rubbish to the water's edge.

     11.2 Assumption of Risk.  The Lessee shall and does hereby
assume all risk of loss or damage to furnishings, furniture,
fixtures, supplies, merchandise and other property, by whomsoever
owned, stored, placed or affixed in the Premises for events
occurring from the date hereof, including any damage from
construction, and does hereby agree that the Lessor shall not be
responsible for loss or damage to any such property, and except
with respect to the negligence or willful misconduct of Lessor or
Lessor's agents, employees or contractors, the Lessee hereby
agrees to indemnify and save harmless the Lessor from and against
any and all claims for such loss or damage.

     11.3 Holding Over.  If the Lessee shall, without the consent
of the Lessor, remain in possession of the Premises after the
expiration of the Term without executing any extension or renewal
of this Lease, Lessee shall be deemed to occupy the Premises as a
tenant from month-to-month subject to all of the terms and
conditions of the Lease, to the extent such terms and conditions
are applicable to a month-to-month tenancy except that each
month's rent shall be one twelfth (1/12) of one thousand percent
(1000%) of the amount of the annual percentage rent, if any, paid
for the year preceding the expiration date.  This section shall
not apply to any reasonable extension of the Lease required by
Lessor's election to require the Lessee to remove improvements
pursuant to Section 10.1 or any other provision of this Lease.

     11.4 Acceptance of Nearby or Adjacent Land Use.

          a.   Pineapple and Similar Agricultural Operations.
Lessee understands and agrees that Lessor's subsidiary Maui
Pineapple Company, Limited, is engaged in the operation of a
pineapple plantation and similar agricultural operations within
the areas adjacent to the Premises and that the operations,
milling and other activities incident to a pineapple plantation
or similar agricultural activities may result in the creation of
nuisances during the Term and that Maui Pineapple Company,
Limited holds a perpetual right and easement over and upon the
Premises for nuisances of every description arising from
activities incidental to the operation of a pineapple plantation
or similar agricultural activities by Haul Pineapple Company,
Limited, its successors and assigns.  The Lessee shall not hold
or attempt to hold the Lessor or Maui Pineapple Company, Limited
responsible for the creation of such nuisances, arising out of or
in connection with such pineapple or similar agricultural
operations.  Lessor will use its best efforts to inform the
Lessee, at Lessee's request, of any harvesting schedule for such
pineapple operations.  All such pineapple operations shall be
done in accordance with applicable state and federal regulations.

          b.   Golf Courses.  Lessee understands and agrees that
the Premises are adjacent to golf courses operated by Lessor or
its subsidiaries; that Lessee desired and sought such location
with the understanding that this location may result in nuisances
or hazards to persons and property on the Premises including
without limitation those caused by stray golf balls.  Lessee
covenants that during the Term of this Lease, Lessee agrees to
such nuisances and hazards and shall assume all risks associated
with such location, including but not limited to the risk of
property damage or personal injury suffered by Lessee (but not by
a guest) arising from stray golf balls.

     11.5 Notices.  Any notice or demand to be given to or served
upon either the Lessor or the Lessee in connection with this Lease
shall be in writing and shall be given or served for all purposes
by being sent by certified mail, postage prepaid, return receipt
requested, addressed to such party at the following address, or
at such other post office address as such party may from time to
time designate in writing to the other party, or by being
delivered personally to any officer of such party within the
State of Hawaii, and any such notice or demand shall be deemed
conclusively to have been given or served on the date indicated
on the return receipt or upon the date of such personal delivery:

Notices to Lessor shall be sent to:

          Maui Land & Pineapple Company, Inc.
          120 Kane Street
          P.O. Box 187
          Kahului, Hawaii 96733-0187
          Attention:  Executive Vice President/Resort

Notices to Lessee shall be sent to:

          RCK Hawaii, LLC
          d/b/a RCK Hawaii-Maui
          c/o Blackacre Capital Management, L.L.C.
          450 Park Avenue, 28th Floor
          New York, New York 10022

And to:

          RCK Hawaii LLC d/b/a RCK Hawaii-Maui
          10400 Fernwood Road
          Bethesda, Maryland 20817

     11.6 Article and Paragraph Headings.  The article and
paragraph headings in this Lease are inserted only for
convenience and reference and shall in no way define, limit or
describe the scope or intent of any provision of this Lease.

     11.7 Assignments and Subleases.

          a.   Subject to Section 11.7(d), this Lease may be
assigned or transferred in whole or in part by Lessee without
Lessor's consent if:

     (i)  The assignee does not as its primary business own,
	    lease or operate any casino or gambling facility if
	    such business, ownership, leasing or operating might
	    reasonably impair the ability of the Lessee or the
	    Hotel Operator, as applicable, to obtain or retain
	    any necessary regulatory approvals for the operation
	    of the Hotel.

     (ii) The assignee does not own or operate a distillery,
	    winery or brewery or a distributorship of alcoholic
	    beverages if such ownership or operation might
	    reasonably impair the ability of the Lessee or the
	    Hotel Operator, as applicable, to obtain or retain
          liquor licenses for the Hotel.

     (iii)The assignee is not considered in the relevant business
          community to be engaged in criminal, dishonest, or
	    unethical conduct, has not been convicted of a felony
	    in any state or federal court, and is not in control of
	    or controlled by persons who have been convicted of
	    felonies in any state or federal court.

     (iv) The assignee has a verifiable net worth, determined in
          accordance with generally accepted accounting principles,
	    after giving effect to such transfer, of not less than the
	    lesser of (x)THIRTY MILLION AND NO/100 DOLLARS ($30,000,000)
	    (after adjustment to reflect increases after the date hereof
	    in the U.S. Bureau of Labor Statistics' Consumer Price Index
	    (CPI-U)) or (y)twenty percent (20%) of the value of the
          Hotel and Lessee's interest hereunder (which, in connection
	    with any sale or assignment of the Hotel and Lessee's
	    interest hereunder, shall be equal to the purchase price, or,
	    in connection with a foreclosure, shall be equal to the
	    appraised value of the Hotel and Lessee's interest hereunder
	    at the time of the making of the loan), but in no event shall
	    such standard be less than THIRTY MILLION AND NO/100 DOLLARS
	    ($30,000,000).  For purposes of this paragraph, the term "net
	    worth" means total assets less total liabilities (based on
	    book value) of the Lessee.  For purposes of determining the
	    net worth of a Lessee or assignee, if the Lessee or assignee
	    has, for tax or other legal compliance reason (such as to
	    comply with restrictions on real estate investment trusts or
	    pension funds), subleased the Premises to an Affiliate, the
          net worth of the both the Lessee/assignee and its Affiliate
	    as subtenant shall be combined (and any inter-Affiliate debt
          directly related to the Hotel excluded) so long as the
	    Affiliate agrees to be directly liable to the Lessor on this
	    Lease; it being intended that the required capitalization
	    need not be duplicated as a condition of a sublease to an
	    Affiliate.

          And,

     (v)  The most recent Hotel Operating Agreement approved by Lessor
          remains in effect after such assignment, with only such
	    material amendments or modification as Lessor has approved,
	    or a new Hotel Operating Agreement is approved by Lessor in
	    connection with the assignment.

Except for mortgages or pledges permitted without consent under
Section 5.1(a) or transfers pursuant to Section 5.1(b), any other
assignment, sublease, or transfer of this Lease of any kind shall
require Lessor's prior written consent, which consent shall not
be unreasonably withheld.  In the event of any such other
assignment, Lessee acknowledges and agrees that Lessor may
withhold its consent to any proposed assignee that does not
satisfy the requirements of clauses (i), (ii), (iii) and (iv) of
this Section 11.7(a).

     For purposes of this Lease, a change in ownership or control
of the Lessee shall be deemed to be an assignment of this Lease,
but such change of ownership or control of the Lessee shall not
require Lessor's consent if, subsequent to such change, the
Lessee continues to satisfy the requirements of clauses (i),
(ii), (iii), (iv) and (v) of this Section 11.7(a) and the
Person(s) acquiring ownership or control of the Lessee satisfy
the requirements of clauses (i), (ii), and (iii) of this Section
11.7(a).   For purposes of this Lease, a change in ownership or
control includes:

     (a)  If the Lessee (or a multiple Lessee) is a corporation,
	    a change or changes in the ownership, whether voluntary,
          involuntary, by operation of law, or otherwise, which
	    aggregates fifty percent (50%) or more of the total
	    capital stock of Lessee or fifty percent (50%) or more
	    of the voting capital stock of Lessee;

     (b)  If the Lessee (or a multiple Lessee) is a partnership,
	    any change of control, whether voluntarily, involuntarily,
	    by operation of law, or otherwise, including any addition
	    or withdrawal of a general partner of the partnership or
	    of any partnership which is a partner in the partnership
	    (including in the case of a corporate general partner, a
	    change of control using the test of the preceding
	    sentence); and

     (c)  If the Lessee (or a multiple Lessee) is a limited
	    liability company, any change in control of the Lessee,
	    whether voluntarily, involuntarily, by operation of law,
	    or otherwise, including, without limitation, the transfer
	    of fifty percent (50%) or more of the interest(s) of the
	    member(s) of the company in the company's capital or
	    profits (whether accomplished by the sale, transfer or
	    exchange of interests or by the admission of new members)
	    and any change or change in control of a managing
          member of the Company.

Notwithstanding any of the foregoing, Lessor acknowledges and
agrees that changes in ownership of Capital Hotel Investments,
LLC shall not require Lessor's consent and shall not be subject
to Section 11.7(d) so long the Lessee, after such transfer,
continues to satisfy the requirements of clauses (i), (ii),
(iii), (iv), and (v) of this Section 11.7(a).

     Any Person who satisfies the requirements for assignment
without Lessor's consent under clauses (i), (ii), and (iii), and
if applicable (iv) and (v) of this Section 11.7(a), or to whom
Lessor otherwise consents in writing, shall be considered a
"Qualified Purchaser."

     The consent by Lessor, if required, to one assignment,
subletting, mortgage, pledge, hypothecation or encumbrance shall
not be deemed to be a consent to any further assignment,
subletting, mortgage, pledge, hypothecation or encumbrance for
which consent is required.  In the absence of an express
agreement in writing to the contrary and executed by Lessor or
except as otherwise provided herein, no assignment, mortgage,
pledge, hypothecation, encumbrance, subletting or license hereof
or hereunder shall act as a release of Lessee from any of the
provisions, covenants and conditions of this Lease on the part
of Lessee to be kept and performed, the assignor shall remain
primarily liable hereunder and any amendment of this Lease
subsequent thereto shall not release the assignor or sublessor
from said liability.


          b.   Lessee shall be entitled to assign and transfer
this Lease to any corporation or entity that is an Affiliate of
Lessee or (subject to obtaining consent required in connection
with any change of ownership or control that constitutes an
assignment pursuant to Section 11.7(a)) to the surviving
corporation in the event of a consolidation or merger to which
Lessee shall be a party; provided, however, that such subsidiary,
affiliated firm or surviving corporation shall in writing
expressly assume all of the provisions, covenants and conditions
of this Lease on the part of Lessee to be kept and performed; and
provided, further, that no such assignment or transfer shall act
as a release of Lessee from any of the provisions, covenants and
conditions of this Lease on the part of Lessee to be kept and
performed.

          c.   Except as provided in Section 5.1 or otherwise
herein, any assignment, mortgage, pledge, hypothecation,
encumbrance, subletting or license of this Lease, the leasehold
estate hereby created, or the Premises or any portion thereof,
either voluntary or involuntary, whether by operation of law or
otherwise, without the prior required written consent of Lessor,
shall be null and void, and shall at the option of Lessor
terminate this Lease.

          d.   (i)  Except as provided in Section 5.1, if at any
time Lessee intends to sell, assign or transfer the Hotel and/or
this Lease, or any portion which is fifty percent (50%) or more
thereof, Lessee shall give written notice of such intention
stating Lessee's intention to sell, assign or transfer the Hotel
and/or this Lease to (i) Maui Land & Pineapple Company, Inc., so
long as Maui Land & Pineapple Company, Inc., is the owner of the
Premises at such time written notice of such intention stating
Lessee's intention to sell, assign or transfer the Hotel and/or
this Lease is given and (ii) The Ritz-Carlton Hotel Company,
L.L.C. so long as The Ritz-Carlton Hotel Company, L.L.C. is the
Hotel Operator at such time written notice of such intention
stating Lessee's intention to sell, assign or transfer the Hotel
and/or this Lease is given.  Within fourteen (14) days of receipt
of such written notice from Lessee stating Lessee's intention to
sell, assign or transfer the Hotel and/or this Lease, Maui Land &
Pineapple Company, Inc. shall provide written notice of its
desire to negotiate with Lessee for the sale, assignment or
transfer of the Hotel and/or this Lease to Maui Land & Pineapple
Company, Inc.  If no such written notice from Maui Land &
Pineapple Company, Inc. stating its desire to negotiate with
Lessee for the sale, assignment or transfer of the Hotel and/or
this Lease is received by Lessee in such fourteen (14) day period
then Lessee shall be entitled, at any time after such failure, to
sell, assign or transfer the Hotel and/or this Lease to any other
party.  Maui Land & Pineapple Company, Inc. understands,
acknowledges and agrees that notwithstanding Maui Land &
Pineapple Company, Inc.'s decision to negotiate with Lessee for
the sale, assignment or transfer of the Hotel and/or this Lease,
The Ritz-Carlton Hotel Company, L.L.C. will have the same rights,
including the same time period, to elect to negotiate (perhaps in
addition to Maui Land & Pineapple Company, Inc.) with Lessee for
the sale, assignment or transfer with respect to the Hotel of the
Hotel and/or this Lease.

               (ii) If Maui Land & Pineapple Company, Inc. elects
to enter into negotiations with Lessee for the sale, assignment
or transfer of the Hotel and/or this Lease and provides written
notice to Lessee within such fourteen (14) day period, the
parties shall enter into good faith negotiations for the sale,
assignment or transfer of the Hotel and/or this Lease.  The
Lessee shall promptly, upon request, provide Maui Land &
Pineapple Company, Inc. such due diligence materials, including
operating statements, contracts and other materials with respect
to the Hotel as may be reasonably requested by it (collectively
"Due Diligence Materials") and shall afford Maui Land & Pineapple
Company, Inc. and its representatives and agents the opportunity
to inspect and investigate the Hotel, subject to customary
indemnification during the period beginning on the date Lessee
gives notice to Maui Land & Pineapple Company, Inc. of its intent
to sell, assign or transfer the Hotel and/or this Lease or any
portion which is fifty percent (50%) or more thereof and ending
thirty (30) days after the date of Maui Land & Pineapple Company,
Inc.'s notice provided for in the following sentence.  Within
thirty (30) days from the date of Maui Land & Pineapple Company,
Inc.'s written notice to Lessee of its desire to negotiate with
Lessee for the sale, assignment or transfer by Lessee of the
Hotel and/or this Lease, Maui Land & Pineapple Company, Inc.
shall submit in writing to Lessee a firm and binding offer by
Maui Land & Pineapple Company, Inc. of the terms and conditions
of a proposed sale, assignment or transfer of the Hotel and/or
this Lease by Lessee to Maui Land & Pineapple Company, Inc. (the
"Maui Land & Pineapple Company, Inc.'s Offer").  Maui Land &
Pineapple Company, Inc.'s Offer shall include, at a minimum, (i)
the purchase price of the proposed sale, assignment or transfer
which purchase price shall be paid by cash or cash equivalent,
(ii) closing date, (iii) due diligence period, (iv) any and all
contingencies or conditions which must be completed by Lessee
prior to the closing date or any date prior to the closing date
and (v) a representation that Maui Land & Pineapple Company,
Inc.'s Offer will remain firm and binding on Maui Land &
Pineapple Company, Inc. for a period of thirty (30) days from the
day of receipt of Maui Land & Pineapple Company, Inc.'s Offer.
Maui Land & Pineapple Company, Inc. understands, acknowledges and
agrees that notwithstanding Maui Land & Pineapple Company, Inc.'s
Offer, The Ritz-Carlton Hotel Company, L.L.C. will have the same
rights, including the same time period, to submit a firm and
binding offer (the "RC's Offer").  Lessee, in its sole and
absolute discretion, shall determine whether to accept Maui Land
& Pineapple Company, Inc.'s Offer.  Lessee shall be under no
obligation to accept either Maui Land & Pineapple Company, Inc.'s
Offer or RC's Offer.  However, if Lessee selects either Maui Land
& Pineapple Company, Inc.'s Offer or RC's Offer then the other
party's offer is deemed rejected by Lessee.

               (iii)     If no written acceptance of Maui Land &
Pineapple Company, Inc.'s Offer is received by Maui Land &
Pineapple Company, Inc. in the thirty (30) day period following
Lessee's receipt of Maui Land & Pineapple Company, Inc.'s Offer,
Lessee is deemed to reject Maui Land & Pineapple Company, Inc.'s
Offer.  Upon the earlier of (i) such thirty (30) day period or
(ii) written notice by Lessee to Maui Land & Pineapple Company,
Inc. that Lessee rejects Maui Land & Pineapple Company, Inc.'s
Offer (the "Lessee's Review Period"), Lessee may proceed to sell,
assign or transfer the Hotel and/or this Lease to any other party
subject to the following terms and conditions.

               (iv) If Lessee rejects both Maui Land & Pineapple
Company, Inc.'s Offer and RC's Offer, Lessee may sell, assign or
transfer or agree to sell, assign or transfer to a third party
provided that such third party sale is completed within fifteen
(15) months following the end of the Lessee's Review Period, and
provided, further, that, subject to the terms set forth below,
the purchase price paid by such third party (which shall be paid
in cash or cash equivalent) is no less than ninety-five percent
(95%) of the highest purchase price of either Maui Land &
Pineapple Company, Inc.'s Offer or RC's Offer (the "Best Offer")
(provided that if the consideration is payable over time then
such consideration (inclusive of interest payments) shall be
adjusted using a discount rate of ten percent (10%) to reflect
differences in payment dates).  If Lessee enters into a binding
purchase and sale agreement subject to arms length conditions and
contingencies ("Third Party Sale Agreement"), with an original
stated purchase price (which shall be paid in cash or cash
equivalent) of not less than ninety-five percent (95%) of the
purchase price contained in the Best Offer (provided that if the
consideration is payable over time then such consideration
(inclusive of interest payments) shall be adjusted using a
discount rate of ten percent (10%) to reflect differences in
payment dates), neither Maui Land & Pineapple Company, Inc. nor
The Ritz-Carlton Hotel Company, L.L.C. shall have any right to
purchase as contained herein, provided that the closing under the
Third Party Sale Agreement occurs not later than fifteen (15)
months following the end of the Lessee's Review Period.

               (v)  If Lessee desires to accept a purchase offer
from a third party (a "Third Party Offer") that has a cash or
cash equivalent purchase price that is less than ninety-five
percent (95%) of the purchase price contained in the Best Offer
(provided that if the consideration is payable over time then
such consideration (inclusive of interest payments) shall be
adjusted using a discount rate of ten percent (10%) to reflect
differences in payment dates), the entity offering the Best Offer
(the "Best Offer Entity") shall have the right within thirty (30)
days after receipt of written notice from Lessee to conduct due
diligence and to elect to purchase the Hotel and/or Lease (as the
case may be) (the "Best Offer Entity Review Period") on terms
identical to those set forth in the Third Party Offer as set
forth in the notice from Lessee, with no exception unless
expressly agreed by Lessee in its sole and absolute discretion;
provided, however, (i) in no event shall Best Offer Entity's
right to purchase the Hotel and/or the Lease (as the case may be)
contain a due diligence period or contingency (it being
understood that the Best Offer Entity shall have the opportunity
to conduct due diligence during the Best Offer Entity Review
Period), and the closing under such right to purchase shall occur
no later than thirty (30) days from Best Offer Entity's written
election to purchase, and (ii) that if any of the terms and
conditions of the proposed transfer are not reasonably
susceptible of performance by the Best Offer Entity (for example,
third party guarantees of debt, property exchanges, stock
exchanges, etc.), Lessee shall, in its notice to the Best Offer
Entity, propose alternative terms and conditions of Lessee which
are the substantial economic equivalent of such terms and
conditions and which reasonably can be expected to be performed
by the Best Offer Entity.  During the thirty (30) day period
after receipt of written notice as aforesaid, the Lessee shall,
upon request, provide the Best Offer Entity with updated Due
Diligence Materials and an opportunity to further inspect and
investigate the Hotel, subject to customary indemnification.  If
the Best Offer Entity timely elects to purchase the Hotel and/or
Lease (as the case may be) within the Best Offer Entity Review
Period then upon acceptance, the Best Offer Entity shall deposit,
with an escrow company in the State of Hawaii mutually acceptable
to the Best Offer Entity and Lessee, a sum of TEN MILLION DOLLARS
($10,000,000) which shall be nonrefundable if the transaction
with the Best Offer Entity fails to close as the result of a
breach by the Best Offer Entity of any term or condition of the
purchase agreement (or any alternate term or condition as set
forth above).  In the event of such failure to close by the Best
Offer Entity, its rights under this Section 11.7(d) are null and
void.

               (vi) If the Best Offer Entity fails to give
written notice of the Best Offer Entity's election to purchase
within the Best Offer Entity Review Period or fails to provide a
deposit of TEN MILLION DOLLARS ($10,000,000) within the Best
Offer Entity Review Period, Lessee shall be entitled to sell,
assign or transfer the Hotel and/or this Lease to any third party
at a purchase price which is no less than ninety-five percent
(95%) of the purchase price contained in the "Third Party Offer"
(provided that if the consideration is payable over time then
such consideration (inclusive of interest payments) shall be
adjusted using a discount rate of ten percent (10%)) and
otherwise upon the terms and conditions set forth in the Third
Party Offer within fifteen (15) months following the end of the
Lessee's Review Period.

               (vii)     If the third party transaction to which
Lessee's notice to the Best Offer Entity applied does not close
for any reason then Lessee shall have the remainder of the
fifteen (15) months from the end of Lessee's Review Period to
sell, assign or transfer or agree to sell, assign or transfer to
another third party; provided that such third party sale is
completed within fifteen (15) months following the end of
Lessee's Review Period, and provided, further, that, subject to
the terms set forth below, the purchase price paid by the third
party (which shall be paid in cash or cash equivalent) is no less
than (a) ninety-five percent (95%) of the highest purchase price
of the Best Offer Entity (with an adjustment of the consideration
(inclusive of interest) if payable over time, using a discount
rate of ten percent (10%)), or (b) ninety-five percent (95%) of
the purchase price contained in the Third Party Offer (with an
adjustment of the consideration (inclusive of interest) if
payable over time, using a discount rate of ten percent (10%)),
whichever is less.  If no sale, assignment or transfer of the
Hotel and/or this Lease is completed within fifteen (15) months
following the end of Lessee's Review Period, then, subject to the
above provisions, the rights of Maui Land & Pineapple Company,
Inc. and The Ritz-Carlton Hotel Company, L.L.C. under this
Section 11.7(d) shall commence again if any time after the end of
the fifteen (15) months following the end of Lessee's Review
Period, Lessee intends to sell, assign or transfer the Hotel
and/or the Lease or any portion thereof.

               (viii)    Within five (5) days of executing a
letter of intent with a prospective purchaser, Lessee shall
notify Maui Land & Pineapple Company, Inc. of the identity of
such prospective purchaser.

               (ix) Maui Land & Pineapple Company, Inc.
understands, acknowledges and agrees that the provisions of this
Section 11.7(d) are for the benefit of only Maui Land & Pineapple
Company, Inc. so long as Maui Land & Pineapple Company, Inc. is
the fee simple owner of the Premises and/or The Ritz-Carlton
Hotel Company, L.L.C. so long as The Ritz-Carlton Hotel Company,
L.L.C. is the Hotel Operator, and the provisions of this Section
11.7(d) shall not inure to the benefit of its successors or
assigns unless agreed to otherwise by Lessee in its sole
discretion.

          e.   Notwithstanding the foregoing, Lessee may, without
the consent of Lessor, operate the Hotel as a hotel and license,
sublease or enter into concession agreements for use of a portion
of the Premises for commercial use normally found in hotels in
accordance with this Lease but in compliance with Section 8.8(a).

     11.8 Attorneys' Fees.  If any action, suit or proceeding is
brought by any party hereto with respect to this Lease, the
prevailing party in any such action, suit or proceeding shall be
entitled to recover from the other party or parties, in addition
to such other relief as the court may award, all reasonable
attorneys' fees and costs of suit incurred by the prevailing
party in connection with such action, suit or proceeding.

     11.9 Indemnity.

          a.   Lessee shall defend, indemnify and hold the Lessor
harmless from and against any and all claims and demands for loss
or damage, including claims for property damage, personal injury
or wrongful death, arising out of or in connection with the use
or occupancy of the Premises by the Lessee or any other person
claiming by, through or under Lessee, or any accident or fire on
the Premises, or any nuisance made or suffered thereon, or any
failure of the Lessee to maintain the Premises in a safe
condition, and the Lessee shall reimburse the Lessor for all
costs and expenses, including reasonable attorneys' fees, paid or
incurred by the Lessor in connection with defense of any such
claims, including but not limited to all costs of Lessor's
defense to any such claim or in any such action as well as all
costs for research regarding settlement or other preventive
measures which Lessor may take prior to the filing of such action
or to attempt to prevent the filing of such an action.

          b.   Lessor shall defend, indemnify and hold the Lessee
harmless from and against any and all claims and demands for loss
or damage, including claims for property damage, personal injury
or wrongful death, arising out of or in connection with the use
or occupancy of the Premises by the Lessor or any other person
claiming by, through or under Lessor, or any accident or fire on
the Premises, or any nuisance made or suffered thereon, or any
failure of the Lessor to maintain the Premises in a safe
condition, and the Lessor shall reimburse the Lessee for all
costs and expenses, including reasonable attorneys' fees, paid or
incurred by the Lessee in connection with defense of any such
claims, including but not limited to all costs of Lessee's
defense to any such claim or in any such action as well as all
costs for research regarding settlement or other preventive
measures which Lessee may take prior to the filing of such action
or to attempt to prevent the filing of such an action.

     11.10     Multiple Lessees.  If more than one Lessee is
entering into this Lease, then all such Lessees shall be jointly
and severally bound by the Lessee's covenants in this Lease and
any notice given to any one such Lessee by Lessor shall be deemed
to be notice upon all such Lessees.

     11.11     No Increase of Lessee's Estate.  Lessee hereby
waives and relinquishes any and all rights given to a lessee
under Chapter 516 of the Hawaii Revised Statutes (1968), as
amended from time to time, or any similar law which may be
enacted at any time during the Term giving Lessee the right to
expand Lessee's leasehold estate under this Lease, which the
Lessee would not have under the terms of this Lease in the
absence of such chapter or such law, it being understood and
agreed by and between Lessor and Lessee that the provisions of
such chapter or such law shall not apply to this Lease.  Any
attempt by Lessee or any person claiming by or through Lessee to
expand its estate under this Lease pursuant to such chapter or
such law shall be a breach of this Lease.

     11.12     Calendar Periods.  Unless explicitly provided
otherwise in this Lease, all references in this Lease to periods
of time, including without limitation days, months, quarters, and
years, shall mean calendar periods of time.

     11.13     Interest on All Late Payments.  All payments
required to be made by Lessee to Lessor or by Lessor to Lessee
under this Lease which are not paid within ten (10) days of the
due date for such payments required in the Lease shall bear
interest at a rate equal to Lessor's Cost of Money accruing from
the due date until such overdue payments are paid in full.

     11.14     Neither Lessor nor Lessee Deemed Drafter.  All
provisions of this Lease have been negotiated by Lessor and
Lessee at "arm's length" and with full representation of their
respective legal counsel and Lessor and Lessee agree that neither
party shall be deemed to be the drafter of this Lease and further
that in the event that this Lease is ever construed by a court of
law, such court shall not construe this Lease or any provision of
this Lease against either party as the drafter of the Lease.

     11.15     Successors and Assigns.  All the terms, covenants
and conditions of this Lease shall inure to the benefit of and be
binding upon the successors and permitted assigns of the Lessor
and Lessee to the same extent as said terms, covenants and
conditions inure to the benefit of and are binding upon the
Lessor and the Lessee, respectively.

     11.16     Lessor's Right to Sell Fee.  Subject to the right
of first refusal contained in Section 12.1, Lessee agrees that
nothing in this Lease shall be construed to prevent the Lessor
from selling, assigning or otherwise transferring all or any part
of the Lessor's fee simple interest in the Premises subject to
this Lease.  In the event of Lessor's transfer of all of Lessor's
fee simple interest in the Premises subject to this Lease, Lessee
agrees that, so long as the assignee assumes in writing this
Lease, any and all obligations of Lessor under this Lease not
then accrued shall terminate upon the effective date of such sale
and Lessee hereby releases Lessor from any obligations or
covenants under this Lease which have not accrued prior to such
effective date.

     11.17     Entire Agreement.  This Lease constitutes the full
and complete agreement of Lessor and Lessee and all other prior
oral and written agreements shall be deemed to have merged into
this Lease and have no further force or effect.  This Lease may
be amended only in writing, signed by both Lessor and Lessee.

     11.18     Consent.  Where the consent or approval of the
Lessor or Lessee is required by any provision of this Lease, all
such approvals or consents shall be in writing and unless
expressly so provided to the contrary, such consent shall not be
unreasonably withheld or delayed.

     11.19     Amendment.  This Lease may only be amended in
writing executed by both Lessor and Lessee.

     11.20     Estoppel Certificates.  Within ten (10) days of
written notice from Lessor or Lessee, Lessor or Lessee shall
execute, acknowledge and deliver to the other a statement in
writing (i) certifying that this Lease is unmodified and in full
force and effect (or, if modified, stating the nature of such
modification and certifying that this Lease, as so modified, is
in full force and effect) and the date to which the rent and
other charges are paid in advance, if any, and (ii) acknowledging
that there are not, to the other's knowledge, any uncured
defaults on the part of the other hereunder, or specifying such
defaults if any are claimed, such statement may be conclusively
relied upon by any prospective purchaser or encumbrancer of the
Premises.

     11.21     Time of the Essence.  Time is of the essence of
this Lease.

     11.22     Conveyance and Hotel Room Taxes.  Lessee shall be
responsible for paying any conveyance tax that may be required to
be paid as a result of this Lease and any hotel room taxes
(including but not limited to taxes under the Hawaii Transient
Accommodations Tax Law).

     11.23     Short-Form Lease.  Lessor and Lessee shall execute
and Record or File a short form of this Lease at the same time as
this Lease is executed.

                          ARTICLE XII

                       Special Provisions

     12.1 Lessee's Right of First Refusal.

          a.   Sale of Fee Simple Title and/or Lease.  If at any
time the Lessor shall receive an offer to purchase the fee simple
title to the Premises and/or its interest in this Lease, and the
Lessor intends to accept such offer, or Lessor otherwise intends
to sell, assign, or transfer the fee simple title and/or its
interest in the Lease (other than by way of Lessor's Mortgage,
which pursuant to Section 5.6 shall be subject to the rights of
Lessee under this Section 12.1), then the Lessor shall give
Lessee written notice of such offer or intention stating (i)
Lessor's intention to sell, assign or transfer the Premises
and/or this Lease to such purchaser and (ii) all of the terms and
conditions of such offer, proposal or agreement; if Lessor has a
proposed written agreement or offer, Lessor shall include a copy
of such agreement or offer with such notice to Lessee.  If any of
the terms and conditions of the proposed transfer are not
reasonably susceptible to performance by Lessee (for example,
third-party guarantees of debt, property exchanges, stock
exchanges, etc.), Lessor shall, in its notice to Lessee, propose
alternative terms and conditions which are the substantial
economic equivalent of such terms and conditions and which
reasonably can be expected to be performed by Lessee.  Lessee
shall have the right within sixty (60) days after receipt of such
notice within which to elect to purchase the Premises and/or this
Lease (as the case may be) on terms identical (or alternate terms
and conditions as set forth above) to those set forth in the
notice from Lessor; with the only exception that the consummation
of Lessee's purchase from Lessor shall occur on the later of the
sixtieth day following the date of Lessee's acceptance or the
date set forth in Lessor's notice to Lessee.  If Lessee fails to
give notice of Lessee's election to purchase within sixty (60)
days of receipt of Lessor's notice or elects not to so purchase,
Lessor shall be entitled, at any time after such failure or
election, to sell the Premises and/or this Lease (as provided in
Lessor's notice to Lessee) to the purchaser with respect to whom
Lessor's notice to Lessee applied and upon the terms and
conditions set forth in such notice within one hundred twenty
(120) days after such failure of or election by Lessee, subject
to Lessee's consent as set forth above.  Lessor may not, however,
sell or agree to sell during that 120-day period or thereafter to
a purchaser on more favorable terms and conditions without
offering the more favorable terms and conditions to Lessee again
under this paragraph.

          b.   Sale of Interests in Addition to Fee Simple Title
and/or Lease.  Lessor agrees that if the offer to purchase and/or
intent to sell the fee simple title to the Premises and/or
Lessor's interest in this Lease is part of a transaction which
includes the sale, assignment, transfer or conveyance of any
other interest (whether real or personal property or intangible),
Lessor will offer the fee simple title to the Premises and/or
Lessor's interest in this Lease to Lessee as a separate and
independent transaction from any other interests which Lessor
intends to sell, assign, transfer or otherwise convey; provided,
however, that neither this Section 12.1(b) nor Section 12.1(a)
shall apply if the fee simple title to the Premises and/or
Lessor's interest in this Lease is sold, assigned, transferred or
conveyed as part of a sale, assignment, transfer or conveyance of
the interests of Lessor and/or its Affiliates in multiple
parcels, and such transaction involves in the aggregate one-half
or more of the total number of acres of real property within the
Kapalua Resort Area to which Maui Land & Pineapple Company and/or
its Affiliates held fee simple title as of December 31, 1995.
The purchase price for the separate and independent interest in
the fee simple title to the Premises and/or Lessor's interest in
this Lease shall be the lesser of (i) the price allocated by the
proposed transaction to the fee simple title to the Premises
and/or Lessor's interest in this Lease as part of an offer
involving more than the sale of such interest or (ii) the fair
market value of the fee simple title to the Premises and/or
Lessor's interest in this Lease as determined by appraisal.
Lessee shall notify Lessor of its intent to proceed to appraisal,
and Lessor and Lessee shall each, within twenty (20) days of
Lessee's notification to Lessor of Lessee's intent to proceed to
appraisal, appoint an Appraiser who is a Member of the
Appraisers' Institute.  The Appraiser appointed by Lessor shall
be referred to as "Lessor's MAI" while the Appraiser appointed by
Lessee shall be referred to as "Lessee's MAI."  Lessor's MAI and
Lessee's MAI shall then determine the fair market value of
Lessor's fee estate in the Premises for the purpose set forth
herein.  If within fifteen (15) days following the appointment of
Lessor's MAI and Lessee's MAI, Lessor's MAI and Lessee's MAI are
unable to agree on the fair market value of Lessor's fee estate
in the Premises, then the Lessor and Lessee shall within ten (10)
days appoint a third appraiser who is a Member of the Appraisers'
Institute ("Joint MAI"), and the majority of Lessor's MAI,
Lessee's MAI, and Joint MAI shall determine the fair market value
of Lessor's fee estate in the Premises within fifteen (15) days
of the appointment of the Joint MAI.  If either the Lessor or the
Lessee fails or refuses to appoint their respective Appraiser
within the time provided aforesaid, the other party shall appoint
the two Appraisers who shall then determine the value of this
Lease.  If either the Lessor or the Lessee fails or refuses to
appoint a Joint MAI as aforesaid, the Lessee shall apply to the
Court having proper jurisdiction over this subject matter for the
appointment of such Joint MAI who shall also be a Member of the
Appraisers' Institute whereupon the majority of the three so
appointed shall determine the fair market value of Lessor's fee
estate in the Premises.  The Appraisers shall reduce to writing
and deliver to each party a statement of the fair market value of
the Lessor's fee estate in the Premises and such value shall
serve as fair market value of the Lessor's fee estate in the
Premises for any excess proceeds.  Lessor and Lessee shall each
pay for the cost of their respective appraiser and shall each pay
one-half (1/2) of the cost of the Joint MAI, if such appraiser is
needed.

     For the purposes of this Section 12.1, any offer or sale,
assignment or transfer by Lessor to any Affiliate of Lessor shall
not be subject to Lessee's right of first refusal.

     12.2 Non-Competition.  Lessor shall not itself develop, or
permit a third party to develop, another luxury oceanfront hotel
within the Kapalua Resort Area within ten (10) years after the
Initial Lease Date, except for: (a) the Kapalua Bay Hotel site
(including the existing hotel, any expansions, replacements or
the like), (b) the adjacent Site 29 property; and (c) specialized
housing such as for a health spa, international center not
containing a luxury oceanfront hotel, and similar developments
including condominium projects.

     12.3 Signage.  During the Term hereof, Lessor shall use its
best efforts to cause KRA (or where it is in Lessor's control) to
erect and maintain within the Kapalua Resort Area appropriate
directional signage for the Hotel as reasonably requested by the
Lessee.  To the extent controllable by Lessor, such rights shall
not be subject to termination by a transfer of the rights of the
Lessor.  Any such signage shall be in compliance with KRA
regulations and any applicable government rules and regulations
and shall be compatible with the signage theme in the Kapalua
Resort Area.

     12.4 No License of Butterfly Logo.  Lessor does not grant to
Lessee or the Hotel Operator any right or license, non-exclusive
or otherwise, to use the butterfly logo depicted on Exhibit "C"
of the Golf Course Use Agreement in connection with the
operation, advertising and promotion of the Hotel or any
condominium units in the Kapalua Resort Area owned or managed by
the Lessee or the Hotel Operator and/or the merchandising,
manufacture, promotion, sale and distribution of goods or
services related thereto, at the Hotel or such condominium units,
or in connection with anything else.  Any such license shall be
in the sole and absolute discretion of the Lessor and neither the
Lessee nor the Hotel Operator shall use the butterfly logo
without the prior written consent of the Lessor, which consent
may be unreasonably and arbitrarily withheld.

     12.5 Additional Parking Spaces.  Lessee shall have the
right, for the Term hereof, to use the thirty (30) parking spaces
within the parking lot on Lot 1B, as described in Exhibit "A"
(the "Off-Site Parking Spaces") shown on the map of the parking
lot attached hereto as Exhibit "B" and made a part hereof.
Lessor and Lessee shall mutually agree upon the location of signs
and markings to identify the same.

     Throughout the Term, Lessee shall have first priority to use
the Off-Site Parking Spaces for hotel parking only.  At such time
that Lessee chooses to exercise its right to utilize the Off-Site
Parking Spaces, Lessee shall provide the Lessor with prior
written notice of its intent to do so and shall specify the
commencement date of its use.  At all times that Lessee uses the
Off-Site Parking Spaces, certain sections of the Ground Lease
listed below shall apply to Lessee's use provided, however, that
the interpretation and application of such sections shall be
modified by substituting the term "Off-Site Parking Spaces" in
place of the term "Premises" in each provision and by the fact
that the parties have agreed that Lessor, and not Lessee, shall
bear the obligation, at Lessor's sole expense, to repair and
maintain the Off-Site Parking Spaces in good order and condition.

     Section 8.7, Waste and Unlawful Use, Section 8.9, Liens, and
Section 11.9, Indemnity, of the Ground Lease, modified as
hereinbefore described, shall apply to the Off-Site Parking
Spaces during any period that Lessee exercises its right to use
the Off-Site Parking Spaces.  In addition, during any period that
Lessee exercises its right to use the Off-Site Parking Spaces,
Lessee shall add the Off-Site Parking Spaces to the areas covered
by the comprehensive general liability insurance policy that
Lessee is required to maintain under Section 6.5 of the Ground
Lease and shall provide the Lessor with evidence of such
insurance coverage.

     It is understood and agreed that Lessee may for a period of
time terminate its use of the Off-Site Parking Spaces by
providing written notice to Lessor of its intent to do so and
that Lessee shall also have the right from time to time during
the Term of the Ground Lease to re-commence its use of the Off-
Site Parking Spaces in the same manner and on the same conditions
as described herein above.  It is further understood and agreed
that during any period that Lessee chooses not to exercise its
right to utilize the Off-Site Parking Spaces, Lessor may use the
Off-Site Parking Spaces for resort parking.




          IN WITNESS WHEREOF, the Lessor and Lessee have caused
these presents to be executed as of the day and year first above
written.


MAUI LAND & PINEAPPLE COMPANY,          RCK HAWAII, LLC dba RCK
INC., Lessor                                 HAWAII-MAUI, Lessee
                                        By BCM/CHI RCK Kapalua, Inc.
                                            its sole member
By  /S/DON YOUNG                        By /S/ RONALD J. KRAVIT
    Don Young                              Ronald J. Kravit
Its Executive Vice President/Resort     Its President




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>4
<FILENAME>annrpt.txt
<DESCRIPTION>2000 ANNUAL REPORT
<TEXT>




MAUI LAND & PINEAPPLE COMPANY, INC
ANNUAL REPORT
2000

CONTENTS

Letter to Shareholders                                          2
Pineapple                                                       4
Resort                                                          5
Commercial & Property                                           6
Independent Auditors' Report                                    7
Consolidated Balance Sheets                                     8
Consolidated Statements of Operations and Retained Earnings    10
Consolidated Statements of Comprehensive Income                10
Consolidated Statements of Cash Flows                          11
Notes to Consolidated Financial Statements                     12
Quarterly Earnings                                             19
Common Stock                                                   19
Selected Financial Data                                        20
Management's Discussion and Analysis of
  Financial Condition and Results of Operations                21
Officers and Directors                          inside back cover











THE COMPANY

     Maui Land & Pineapple Company, Inc., a Hawaii corporation
organized in 1909, is a land-holding and operating company with
several wholly owned subsidiaries, including two major operating
companies, Maui Pineapple Company, Ltd. and Kapalua Land Company,
Ltd.  The Company, as used herein, refers to the parent and its
subsidiaries.  The Company's principal business activities are
Pineapple, Resort and Commercial & Property.

     The Company owns approximately 28,600 acres of land on the
island of Maui, of which about 8,400 acres are used directly or
indirectly in the Company's operations.  The Company employed
approximately 1,890 people in 2000 on a year-round or seasonal
basis.

     Maui Pineapple Company, Ltd. is the operating subsidiary for
Pineapple.  Its canned pineapple, pineapple juice and fresh
pineapple are found in supermarkets throughout the United States.
The canned pineapple products are sold as store-brand pineapple
with 100% HAWAIIAN U.S.A. imprinted on the can lid.  In addition,
the products are sold through institutional, industrial and
export distribution channels.

     Kapalua Land Company, Ltd. is the development and operating
subsidiary for the Kapalua Resort.  The Kapalua Resort is a
master-planned, golf resort community on Maui's northwest coast.
The property encompasses 1,650 acres bordering the ocean with
three white sand beaches.

     Commercial & Property includes the operations of various
properties, including Kaahumanu Center, the largest retail and
entertainment center on Maui.  It also includes the Company's
land entitlement and management activities and land sales that
are not part of the Kapalua Resort.




On the cover:  The Village Clubhouse at Kapalua Resort opened in
August 2000.




To request a copy of news releases or other financial reports,
contact us at our corporate offices or visit our web sites.



Printed in Hawaii

10-K REPORT
Shareholders who wish to receive, free of charge, a copy of the
Company's 10-K Report to the Securities and Exchange Commission
(excluding certain exhibits) may write to:

     Corporate Secretary
     Maui Land & Pineapple Company, Inc.
     P. O. Box 187
     Kahului, Hawaii 96733-6687


OFFICES
Corporate Offices                    Pineapple Marketing Office

Maui Land & Pineapple Company, Inc.  Maui Pineapple Company, Ltd.
P. O. Box 187                        P. O. Box 4003
Kahului, Hawaii  96733-6687          Concord, California  94524-4003
Telephone:  808-877-3351             Telephone:  925-798-0240
Fax:  808-871-0953                   Fax:  925-798-0252
www.mauiland.com

Maui Pineapple Company, Ltd.
P. O. Box 187
Kahului, Hawaii  96733-6687
Telephone:  808-877-3351
Fax:  808-871-0953
www.pineapplehawaii.com

Kapalua Land Company, Ltd.
1000 Kapalua Drive
Kapalua, Hawaii  96761-9028
Telephone:  808-669-5622
Fax:  808-669-5454
www.kapaluamaui.com

Kaahumanu Center
275 Kaahumanu Avenue
Kahului, Hawaii   96732-1612
Telephone:  808-877-3369
Fax:  808-877-5992
www.kaahumanu.net

Transfer Agent & Registrar           	Independent Auditors

Mellon Investor Services LLC         	Deloitte & Touche LLP
P. O. Box 3315                       	1132 Bishop Street, Suite 1200
South Hackensack, New Jersey 07606-1915   Honolulu, Hawaii 96813-2870
Telephone:  800-356-2017             	Telephone:  808-543-0700
www.mellon-investor.com


<TABLE>
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES
FINANCIAL HIGHLIGHTS

<CAPTION>
                                      2000           1999         1998
                             (Dollars in Thousands Except Per Share Amounts)

<S>                              <C>            <C>            <C>
REVENUES
  Pineapple                      $   85,892     $   94,535     $ 97,658
  Resort                             50,262         47,950       41,929
  Commercial & Property               5,043          4,381        4,087
  Corporate                             286            132           37

Total                               141,483        146,998      143,711

NET INCOME                              452          4,670        3,596

NET INCOME PER COMMON SHARE      $      .06     $      .65     $    .50

AVERAGE COMMON
  SHARES OUTSTANDING              7,195,800      7,188,840    7,188,500

TOTAL ASSETS                     $  169,951     $  153,387     $136,247

CURRENT RATIO                           1.7            1.5          2.1

LONG-TERM DEBT and
  CAPITAL LEASES                 $   41,012     $   25,497     $ 23,592

STOCKHOLDERS' EQUITY                 65,922         66,400       62,492

STOCKHOLDERS' EQUITY PER
  COMMON SHARE                   $     9.16     $     9.23     $   8.69

EMPLOYEES                             1,890          2,040        2,030

</TABLE>

TO OUR SHAREHOLDERS and EMPLOYEES:


     We are disappointed to report that net income fell from
$4,670,000 in 1999 to $452,000 in 2000.  While substantial progress
in terms of profit contribution was made in the Resort division,
extremely competitive market conditions in the United States for
canned pineapple products resulted in a dramatically lower profit
contribution from the Pineapple division.  Our strategic focus
remains on improving the level of consistent profitability,
particularly from the cyclical Pineapple segment.  Our goal for the
Company remains to produce a 10% to 15% return on equity.

     Net income for 2000 includes a $2 million pre-tax profit
contribution from the sale of single family home lots in Plantation
Estates Phase II at Kapalua.  Land sales and development activity
contributed approximately $1.3 million to net income in 2000 and
$1.5 million in 1999.  Cash provided by operating activities
decreased by $16.8 million from $18.5 million in 1999 to $1.7
million in 2000.  The decrease in cash flow from operations on a
year-to-year basis is attributable to lower operating results and
cash flow in the Pineapple division.  Investment in property, plant
and equipment was approximately $18.2 million in both 1999 and
2000, and the Company's total debt, including capital leases,
increased by $16 million, from $28.6 million in 1999 to $44.5
million in 2000.  As a result, interest expense increased
substantially, from $1.8 million in 1999 to $3.1 million in 2000.
Interest of approximately $643,000 in 1999 and $840,000 in 2000 was
capitalized in connection with construction projects, such as the
Village Clubhouse and Kapalua Golf Academy project.  Interest
expense in 2000 also increased because of higher average interest
rates on the Company's debt.

     The Company's Pineapple division reported an operating loss of
$2.9 million in 2000, a $9 million reduction from the 1999
operating profit of $6.1 million.  Sales volume in cases sold
declined primarily due to a high level of imported canned pineapple
products entering the retail stores in 2000 and highly competitive
market conditions.  Contributing to the operating loss for the year
was a lower average per case sales price for canned pineapple
products due to the same competitive conditions.  Also contributing
to the Pineapple operating loss in 2000 was the effect of very low
rainfall experienced over the last several years.  Lower rainfall
had the effect of reducing the quality of fruit processed in the
cannery and, as a result, the recovery of finished goods per ton of
fresh pineapple was lower in 2000 than in 1999.  We were pleased
with the increase in sales volume of fresh whole pineapple and
fresh cut pineapple products.  The increases in fresh sales volume
were, however, more than offset by the reduction in canned
pineapple sales.

     Next week, we will present testimony to the U.S. International
Trade Commission in support of a five-year renewal of anti-dumping
duties on canned pineapple fruit imported from Thailand into the
United States.  These duties have been in effect for the last five
years and are an important element in the future profitability and
success of the Company's canned pineapple business.  The decision
of the Commission on whether to renew the tariffs for another five
years should be made by mid-year.

     In addition to cost reduction, a major element of strategic
planning for the Pineapple division is to diversify its revenue
sources by development of new and higher margin products.
Considerable success has been realized in the development and sale
of fresh cut pineapple in various container sizes and fruit
configurations.  Further market penetration and sales volume must
be achieved before the product line makes a major profit
contribution.  Sales of single strength pineapple juice packed in
64 ounce plastic containers grew to significant levels in 2000.
Distribution was limited to the California market and, hopefully,
will increase as distribution to other market areas is achieved.

     The contribution from the Resort division increased
substantially in 2000.  Operating profit of $7.8 million was up 36%
over the operating profit of $5.7 million in 1999.  Almost all of
the improvement in contribution was realized as a result of better
performance from Resort operations.  The Resort continued to
benefit from a healthy U.S. economy for most of the year, high
consumer confidence levels and a record year for the Hawaii visitor
industry with over 7 million visitors and a statewide increase in
occupancy in 2000 of 7%.  The Kapalua Resort experienced
significantly higher occupancy and average room rates in 2000
compared to 1999.  The island of Maui continued to benefit from a
strong appeal to visitors from the mainland, an important factor in
the operating performance at Kapalua.  Another important element of
the Resort's performance is the recognition provided by the
Mercedes Championships Golf Tournament, which was held again in
January.  This nationally televised event featuring tournament
champions from the 2000 PGA tour provides an extraordinary level of
market exposure for the Kapalua Resort.  It is very important to
the Company and the continued success of the Kapalua Resort that
Maui's infrastructure issues, particularly adequacy of highways and
roads, be addressed in a positive manner in the near term.  For
this purpose, we will continue to urge the State and County
governments to address the deficiencies.

     The Resort made substantial progress in improving the quality
of its guest experience in 2000.  Completion of the Village
Clubhouse and Kapalua Golf Academy at a cost of over $16 million
represents a major improvement in the golf operation.  We believe
that the commitment to providing a quality guest experience results
in increased value and return to the Company over the long term.
The appeal of the Resort as a residential community was
demonstrated in the last year by the level of sales of residential
real estate.  Coconut Grove on Kapalua Bay is the first condominium
project undertaken at Kapalua since the early 1980s.  The project
is completely sold and the first of the finished condominiums is
expected to be delivered to the buyers in the second quarter of
this year.  To date, 16 of 31 single family homesites in Pineapple
Hill Estates have been sold.  Construction commenced in March 2001
and this project is expected to be completed in the fourth quarter
of this year.

     The recent slowing of economic activity in the United States
and dramatic drop in consumer confidence levels appear to have had
a negative impact on the pace of advanced hotel reservations in
Hawaii and in the pace of real estate sales.  As a result, the
contribution from Resort operations may be somewhat lower in 2001.
The contribution provided by development activities at the Kapalua
Resort should, however, be substantially higher due to recognition
of profit from the two real estate projects mentioned above.

     The Commercial & Property division posted modestly improved
results in 2000.  The operating loss of $441,000 was $13,000 better
than the operating loss incurred in 1999.  Merchandise sales at
Kaahumanu Center, Maui's largest shopping center, increased by
approximately 6% over 1999 levels.  Continued improvement in the
general economy of Maui led by higher occupancy and rates in the
visitor industry and construction activity continue to have a
positive impact.  The opening of two new shopping centers, located
at Wailea and in Kihei, and the expected opening of two major new
retailers, Home Depot and Walmart, are expected to worsen the
current oversupply of retail space.  As a result, we expect the
highly competitive retail business environment to continue.  Sales
at Napili Plaza increased in 2000 by approximately 7%, but
contribution to net income remained about the same as 1999.

     At its meeting on March 7, 2001, the Company's Board of
Directors received the resignation of Mr. Daniel H. Case as a
director and approved his appointment as a director emeritus.
Concurrently, the board unanimously appointed Mr. John H. Agee as
director to fill the unexpired term of Mr. Case.  We welcome Mr.
Agee to the board and believe, with his extensive experience, he
will make significant contributions.  We are very pleased to
continue to have the benefit of continued participation by Mr. Case
as a director emeritus.

     The business climate for the Pineapple division will continue
to be difficult in 2001.  The oversupply of canned pineapple
products in the market should persist due to the high level of
imports.  While the economic environment for the Resort division
likely will not be as favorable as 2000, we believe the Resort will
continue to make a significant contribution.

     While not demonstrated by 2000 financial performance, we
believe progress has been made in enhancing the long-term value of
the Company's assets and in moving toward the Company's financial
goal of a consistent higher level of profitability.

     Thank you for your continued support and for your commitment
to the Company's success.




/S/ RICHARD H. CAMERON
Richard H. Cameron
Chairman


/S/ GARY L. GIFFORD
Gary L. Gifford
President & CEO

March 7, 2001




PINEAPPLE

     The Pineapple division reported an operating loss in 2000,
before allocated interest and income taxes, of $2.9 million
compared to an operating profit in 1999 of $6.1 million.

     Pineapple revenue for 2000 was $85.9 million, down 9% from
1999 revenue of $94.5 million.  Canned pineapple produced 86% of
the total revenue and overall case volume decreased 9% compared to
1999.  Case sales volume of grocery and institutional fruit, the
largest and third largest categories within the canned fruit
product line, decreased by 22% and 15%, respectively, from 1999
levels.  Juice case sales volume increased overall by 2%.  The
introduction of pineapple juice in 64 ounce plastic bottles
(commonly called "PET") into the California market contributed to
the increase in juice case sales volume.  Concentrate case sales
volume was down 76% in 2000 compared to 1999 as the company shifted
product to more profitable lines.

     The decline in canned fruit case sales volume in 2000 is
mainly due to a 39% increase in pineapple imports in 1999 versus
1998 that acted to suppress market pricing as much of this product
came into retail stores in 2000.  The suppression of market pricing
in 2000 was particularly true of the national brands as they fought
to recapture lost share caused by shortage of product from 1998
through mid-1999.  In addition, Y2K concerns resulted in consumer
pantry-loading in the last quarter of 1999 and in lower purchases
of canned food products in early 2000 as consumers worked through
their household inventory.

     In 2000, a reduction in unit values of imports also put severe
downward pricing pressure on the U.S. market, the company's primary
market.  Although the case volume of imports decreased in 2000, the
total average unit value for imports of canned pineapple and
pineapple juice concentrate also decreased 17% and 29%,
respectively.  Case volume of canned pineapple imports into the
United States were down 9% through November 2000 versus 1999 with
most of the decrease reflecting a 32% decline in imports from
Thailand.  The decrease in import case volume appears to be a
result of antidumping duties on canned pineapple fruit imported
from Thailand.  We believe that the reduction in import case
volume, combined with the decline in unit values, is reflective of
a general decrease in demand for canned fruits.

     Fresh whole pineapple net sales for 2000 were 8% higher than
1999 sales and tons sold were up 8% from 1999.  Sales of Jet Fresh
pineapple, the company's largest fresh fruit category, surged in
the fourth quarter and ended the year with a 12% increase over
1999.  Maui sales of fresh whole pineapple also were strong with
case sales up 17% over 1999.

     Although a small part of the overall volume, fresh cut
pineapple case sales volume increased by 73%.  This increase was
important to the company as the product continues to get a
favorable reaction from retailers and we further expand
distribution of fresh cut pineapple on the West Coast.

     The pineapple crop on Maui experienced another prolonged
drought in 2000.  Rainfall at every key rain gauge station on the
Haliimaile and Honolua plantations was once again recorded at
levels below the five-year historical average.  This was the sixth
consecutive year of dry weather conditions.  The most stressed
areas were in the Kula and Omaopio fields of the Haliimaile farm.
The new Haliimaile well and the irrigation systems on both
plantations were used at maximum capacity available to mitigate
effects of the drought, resulting in higher than expected
irrigation costs.

     Total tonnage of pineapple harvested in 2000 was below 1999
levels, partially because of dry conditions, but more so due to a
planned reduction in the company's plantings in less productive
fields.  While tonnage is expected to be lower in the future, we
anticipate a reduction in cost of production and improvement in the
quality of our fruit.  Fruit and juice recovery in 2000 were below
1999 levels due to less than favorable weather conditions and
smaller than normal fruit size in part due to higher tonnage from
ratoon fields.  Total production costs increased significantly in
2000 due to price increases in steel, fiber, fuel, fertilizer and
water.

     In 2000, the company was successful in obtaining an exclusion
from the 95% antidumping duties levied against our steel supplier
from Japan.  Because of this, we expect to have lower steel costs
in 2001.

     Antidumping duties were in effect on canned pineapple from
Thailand throughout 2000.  The U.S. Department of Commerce
concluded the fourth annual review of these tariffs and determined
that all Thai pineapple companies reviewed continued to dump, but
overall the dumping margins were lower than those currently being
assessed.  A "Sunset Review" of antidumping duties on imports of
canned pineapple is now in progress.  The Department of Commerce
determined that the revocation of the antidumping duty on canned
pineapple from Thailand would likely result in continued dumping by
these companies.  The International Trade Commission (ITC) is
expected to determine by mid-year 2001 whether the domestic
industry will be injured again if these duties are removed.  If the
ITC decision is affirmative, the duties will stay in place until
the next "Sunset Review" in five years.

     A new federal law was passed in 2000 that provides for the
distribution of all antidumping and countervailing duties collected
by U.S. Customs to the injured U.S. companies.  The ITC has listed
Maui Pineapple Company, Ltd. as qualifying for the distribution of
antidumping duties.  Until regulations and procedures to administer
this new law are written, the company is unable to estimate the
amount or timing of the potential distribution.

     In 2000, extensive progress was made with new products, both
in the fresh cut and canned categories.  We expect to test market
several of these new products in 2001.  Our emphasis on fresh fruit
will continue through 2001.

     We expect 2001 will be a challenging year as we proceed with
expanding and improving our business.




RESORT

     Overall, 2000 was a very good year for the resort division
with record profits from ongoing operations and the fourth
consecutive year of improved total profits.  For 2000, operating
profit before allocated interest and taxes totaled $7.8 million
compared with $5.7 million in 1999.

     Kapalua resort operations benefited from a positive external
business environment in 2000.  Hawaii's visitor industry achieved a
record number of visitors to the State, resort real estate demand
continued to grow and Hawaii's economy finally began to show
improvement.  These trends were fueled primarily from the strength
of the U.S. economy and were seen throughout the State, including
the island of Maui.

     Maui again led all islands with an annual hotel occupancy in
2000 of 80.1% and an increase of almost 13% in revenue per
available room.  Kapalua resort continued to show significant
increased demand reflected in a 4% gain in occupancy and a 16%
increase in revenue per available room.

     Profits from resort operations increased almost 36% and
accounted for most of the total resort division profit in 2000.
All major revenue segments of golf, villas, retail and leasing
showed significant growth with a 12% gain in total gross revenue.
In addition to the increase in occupancy, our operations benefited
from the opening of the Kapalua Golf Academy (January) and new
Village Clubhouse (August).  In total, this development represents
a major investment of over $16 million and is a key foundation for
the future Central Resort development and our strategic positioning
as one of the world's finest resort golf communities.

     In September 2000, Marriott International purchased The Ritz-
Carlton Kapalua hotel from Nissho Iwai for $144 million.  After
securing a long-term hotel management contract for Ritz-Carlton,
Marriott sold the hotel in February 2001 at approximately the same
price to Capital Hotel Investments LLC, a joint venture between
Marriott International and affiliates of Blackacre Capital
Management LLC.   The sale provides assurance for the long-term
management of the hotel by Ritz-Carlton with no significant changes
to our ground lease.

     Resort development also showed substantial progress in 2000,
but most of the financial impact will be recognized in 2001.
Resort real estate trends continued to demonstrate strong gains
through year-end with a 33% increase in total resale volume on
Maui.  Kapalua led Maui resorts with an increase of 154% in total
resale dollar volume, mostly from the growth in luxury single-
family home sales.  Inventory of resort real estate available for
resale is at record low levels, resulting in continued pricing
pressure.   This resale growth occurred despite significant new
product sales at Kapalua.

     Profit from resort development in 2000 was due mostly to the
fourteen two-acre lots in Plantation Estates II.  The last two lots
closed escrow in the first quarter of 2000, but profits have been
accounted for using the percentage-of-completion method, which
resulted in profit recognition of $2 million in 2000.

     Significant progress has been made on The Coconut Grove on
Kapalua Bay, the 36 luxury beachfront condominiums we are
developing through a 50/50 partnership with Lend Lease Real Estate
Investment, Inc., owner of the Kapalua Bay Hotel.   All 36
exclusive residences are under binding contract for a total sales
volume of $68.6 million.  Profits will be recorded when title to
the residences is delivered after construction is completed, which
is now scheduled for the second quarter of 2001.

     In November 2000, we began sales of 31 half-acre custom lots
in Pineapple Hill Estates.  To date, escrow has closed on 16 lots
with total sales prices of $10.2 million and two additional lots
are under contract.  Construction of the subdivision improvements
is expected to begin in March 2001 and be completed by year end.
Profits will be recorded on a percentage-of-completion method and
should result in full profit recognition in 2001 for sales that
have closed escrow.

     We are proceeding with design and entitlements of future
resort development, including the Central Resort and additional
residential opportunities in Project District 2, which primarily
surrounds the Village Course.

     The Mercedes Championships continue to be an important feature
of our marketing plan and strategic positioning for the Kapalua
resort.  The recently completed 2001 event was a great success
highlighted by another dramatic finish on the last hole.  Our
winner, Jim Furyk, is a Kapalua property owner, having previously
purchased a lot at Plantation Estates.  With one year remaining on
our initial contract with the PGA TOUR and Mercedes-Benz, we are
optimistic that a four-year extension will be concluded in 2001.

     We anticipate 2001 will reflect significant development
profits from The Coconut Grove on Kapalua Bay and Pineapple Hill
Estates, but as with any development, this is subject to
substantial timing and other normal development risks.  Signs of
concern are being expressed for both Hawaii's visitor industry and
resort real estate market, reflecting the recent downturn and
uncertainty of the U.S. economy.  As a result, we believe 2001 will
be a more difficult year for Kapalua resort operations.  Despite
this challenge in 2001, we are confident the resort division
continues to be very well positioned for the future.


COMMERCIAL & PROPERTY

     The Commercial & Property business segment produced an
operating loss, before allocation of interest and income taxes, of
$441,000 in 2000 compared to a slightly higher operating loss of
$454,000 in 1999.  Revenue increased from $4.4 million in 1999 to
$5.0 million in 2000.

     Joint venture losses at Kaahumanu Center, a 570,000 square
foot regional mall in Kahului, increased from $1,800,000 in 1999 to
$1,942,000 in 2000.  Kaahumanu Center's revenue increased by 7% in
2000 and expenses increased by 15% compared to 1999.  Higher
minimum and percentage rents contributed to improved revenues.
Factors that led to the increased expenses included higher repairs
and maintenance, professional fees and payroll-related costs.  The
Company's share of these losses, together with management fees and
other expenses, resulted in an operating loss of $207,000 compared
to an operating loss of $468,000 in 1999.  The reduction in the
overall loss from Kaahumanu Center in 2000 was due to improved
recoveries on the sale of electricity from the Company to Kaahumanu
Center.

     Occupancy at Kaahumanu Center remained about the same as 1999.
Several new merchants opened in 2000, including Hot Topic,
Motherhood, Moondoggy's, Tahitian Pearl, First At Hemp, Maui
Mudworks, Maui Waterwear and North Shore Break.  Merchant sales at
Kaahumanu Center increased over 6% compared to the prior year.  In
2000, Kaahumanu Center formulated a plan to increase its marketing
efforts.  Key elements of the plan include modification of the
name, a new logo and a new look for the center.  This will be
extended to numerous enhancements of signage, d,cor, graphics,
entertainment and cultural heritage.

     Napili Plaza, the Company's 45,000 square foot community
shopping center, showed a profit of $200,000 in 2000, which was
very close to the results for 1999.  New tenants included
Cinemagic, Third Heaven, an expansion of Boss Frog Dive Shop and an
architectural office.  Merchant sales at Napili Plaza were up
almost 7% in 2000 compared to the previous year.   Both revenue and
expenses were up slightly for Napili Plaza in 2000 compared to
1999.

     Operating losses in other property-related and land management
and development activities increased from $409,000 in 1999 to
$491,000 in 2000.  Gains from land sales decreased in 2000 by
$148,000 from the prior year.

     In 2000, the Company obtained land use entitlement approvals
from the County of Maui for approximately 11 acres of land within
Haliimaile Village in Upcountry Maui.  Of the 11 acres of Company-
owned lands that were rezoned, approximately 2 acres were rezoned
to Country Town Business District with the remaining 9 acres
rezoned to Light Industrial District.  In 1998, approximately 2.5
acres of Company-owned lands within Haliimaile Village were rezoned
to County Town Business District.  Planning work that commenced in
1999 for the business-commercial development of the initial 2.5
acres of land rezoned to Country Town Business District was amended
to include the additional 11 acres of rezoned lands.

     The Maui Planning Commission, during a special meeting held
November 27, 2000, granted approval of the Special Management Area
Permit for the Company's Kapua Village Employee Subdivision in West
Maui.  The Special Management Area Permit is the final
discretionary permit needed for the subdivision.  Construction
documents for infrastructure improvements for the subdivision were
submitted to the governmental agencies for their initial review in
December 2000.  It is anticipated that work on the construction
phase of the subdivision will commence sometime in 2001.

     In 2000, the Land Management & Development Division also
initiated work on the conceptual development planning, evaluation
of development alternatives and feasibility analysis for other
Company-owned lands.

     Overall in 2000, the Land Management & Development Division
continued to work toward strategies, goals and objectives to more
effectively and responsibly manage, plan and develop the Company's
valuable land and water assets.




INDEPENDENT AUDITORS' REPORT

To the Stockholders and Directors of Maui Land & Pineapple Company,
Inc.:

     We have audited the accompanying consolidated balance sheets
of Maui Land & Pineapple Company, Inc. and its subsidiaries as of
December 31, 2000 and 1999, and the related consolidated statements
of operations and retained earnings, comprehensive income, and cash
flows for each of the three years in the period ended December 31,
2000.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.
     We conducted our audits in accordance with auditing standards
generally accepted in the United States of America.  Those
standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable
basis for our opinion.
     In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of the
Companies at December 31, 2000 and 1999, and the results of their
operations and their cash flows for each of the three years in the
period ended December 31, 2000 in conformity with accounting
principles generally accepted in the United States of America.



/S/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Honolulu, Hawaii
February 1, 2001


<TABLE>

MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2000 and 1999

<CAPTION>
                                                2000           1999
                                             (Dollars in Thousands)
<S>                                          <C>           <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                  $    351       $  2,657
  Accounts and notes receivable,
    less allowance of $1,028 and $783
    for doubtful accounts   			     16,032  	  15,098
  Inventories
    Pineapple products                         15,332          9,714
    Real estate held for sale                   1,592            577
    Merchandise, materials and supplies         7,332          6,634
  Prepaid expenses and other assets             5,498          4,779

  Total Current Assets                         46,137         39,459

INVESTMENTS AND OTHER ASSETS                   14,089         12,952

PROPERTY
  Land                                          4,940          4,737
  Land improvements                            56,013         46,062
  Buildings                                    58,529         50,317
  Machinery and equipment                     115,950        105,784
  Construction in progress                      6,745         18,058

  Total Property                              242,177        224,958
  Less accumulated depreciation               132,452        123,982

  Net Property                                109,725        100,976

TOTAL                                        $169,951       $153,387


<CAPTION>
                                                2000           1999
                                             (Dollars in Thousands)
<S>                                          <C>          <C>
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Notes payable and current portion of
    long-term debt       			   $  3,120     $    2,792
  Current portion of capital lease
    obligations    					  388            264
  Trade accounts payable                        8,476         12,492
  Customers' deposits                           1,460          1,264
  Payroll and employee benefits                 4,484          4,662
  Deferred revenue                              8,102          3,365
  Other accrued liabilities                       803          1,696

  Total Current Liabilities                    26,833         26,535

LONG-TERM LIABILITIES
  Long-term debt                               40,330         25,077
  Capital lease obligations                       682            420
  Accrued retirement benefits                  23,575         23,204
  Accumulated losses of joint venture
    in excess of investment                     9,990          8,944
  Other noncurrent liabilities                  2,215          2,361

  Total Long-Term Liabilities                  76,792         60,006

MINORITY INTEREST IN SUBSIDIARY                   404            446

CONTINGENCIES AND COMMITMENTS

STOCKHOLDERS' EQUITY
  Common stock--no par value, 7,200,000 shares
    authorized, 7,195,800 shares issued
    and outstanding                            12,455         12,455
  Retained earnings                            53,498         53,945
  Accumulated other comprehensive loss            (31)            --

  Stockholders' Equity                         65,922         66,400

TOTAL                                        $169,951       $153,387

See Notes to Consolidated Financial Statements
</TABLE>

<TABLE>
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
Years Ended December 31, 2000, 1999 and 1998

<CAPTION>

                                  2000           1999            1998
                           (Dollars in Thousands Except Per Share Amounts)
<S>                             <C>            <C>            <C>
REVENUES
Net sales                       $103,194       $112,191       $113,391
Operating revenue                 36,908         33,982         29,123
Other income                       1,381            825          1,197

Total Revenues                   141,483        146,998        143,711

COSTS AND EXPENSES
Cost of goods sold                72,803         74,494         76,049
Operating expenses                30,169         27,440         26,168
Shipping and marketing            18,289         18,479         16,673
General and administrative        15,825         16,408         15,094
Equity in losses of joint ventures   972            956          1,160
Interest                           3,061          1,834          3,039

Total Costs and Expenses         141,119        139,611        138,183

INCOME BEFORE
  INCOME TAXES AND
  EXTRAORDINARY LOSS                 364          7,387          5,528

INCOME TAX EXPENSE (CREDIT)          (88)         2,717          1,188

INCOME BEFORE
  EXTRAORDINARY LOSS                 452          4,670          4,340

EXTRAORDINARY LOSS, NET OF
  INCOME TAX CREDIT OF $456           --             --           (744)

NET INCOME                           452          4,670          3,596

RETAINED EARNINGS,
  BEGINNING OF YEAR               53,945         50,174         46,578
CASH DIVIDENDS                       899            899             --

RETAINED EARNINGS, END OF YEAR    53,498         53,945         50,174

PER COMMON SHARE
  Income Before
    Extraordinary Loss               .06            .65            .60
  Extraordinary Loss,
    Net of Income Tax Credit          --             --           (.10)

  Net Income                         .06            .65            .50

  Cash Dividends                $   .125       $   .125       $     --

Average Common Shares
  Outstanding              	 7,195,800      7,188,840      7,188,500
</TABLE>


<TABLE>
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years Ended December 31, 2000, 1999 and 1998

<CAPTION>

                                  2000           1999            1998
                                        (Dollars in Thousands)
<S>                             <C>            <C>            <C>

NET INCOME                      $    452       $  4,670       $  3,596

Other comprehensive loss -
  Foreign currency translation
  adjustment                         (31)            --             --

COMPREHENSIVE INCOME            $    421       $  4,670       $  3,596


See Notes to Consolidated Financial Statements.
</TABLE>


<TABLE>
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2000, 1999 and 1998

<CAPTION>
                                   2000           1999           1998
                                        (Dollars in Thousands)
<S>                             <C>            <C>            <C>
OPERATING ACTIVITIES
Net income                      $    452       $  4,670       $  3,596
Adjustments to reconcile net income
  to net cash provided by operating
  activities
    Depreciation                   9,002          8,445          8,176
    Undistributed equity in
      losses of joint ventures     1,025          1,019          1,194
    Gain on property disposals      (113)           (49)          (627)
    Deferred income taxes           (776)           552           (523)
    Increase in accounts
	receivable			    (1,630)        (1,700)          (526)
    Increase in inventories       (6,660)        (2,360)         5,193
    Increase (decrease) in
      trade payables              (2,595)         3,798           (420)
    Net change in other operating
	assets and liabilities       2,987          4,094          1,568

NET CASH PROVIDED BY
  OPERATING ACTIVITIES             1,692         18,469         17,631

INVESTING ACTIVITIES
Purchases of property            (18,179)       (18,213)        (8,230)
Proceeds from sale of property       371            509            634
Contributions to joint ventures       --           (575)          (425)
Payments for other investments      (512)        (2,735)        (1,632)

NET CASH USED IN
  INVESTING ACTIVITIES           (18,320)       (21,014)        (9,653)

FINANCING ACTIVITIES
Proceeds from long-term debt      34,196         15,632         30,647
Payments of long-term debt       (18,720)       (13,659)       (35,780)
Proceeds from short-term debt        105            729             --
Payments on capital lease
  obligations                       (318)          (494)        (1,009)
Dividend paid                       (899)          (899)            --
Other                                (42)           446             --

NET CASH PROVIDED BY (USED IN)
  FINANCING ACTIVITIES            14,322          1,755         (6,142)

NET INCREASE (DECREASE) IN CASH   (2,306)          (790)         1,836

CASH AND CASH EQUIVALENTS
  AT BEGINNING OF YEAR             2,657          3,447          1,611

CASH AND CASH EQUIVALENTS
  AT END OF YEAR                $    351       $  2,657       $  3,447
</TABLE>


Supplemental Disclosures of Cash Flow Information and Non-Cash
Investing and Financing Activities:

1. Cash paid during the year (in thousands):

   Interest (net of
     amount capitalized)        $  2,952       $  1,711       $  4,809
   Income taxes                    1,490          1,842            984

2. Amounts included in accounts payable for additions to property
   and other investments totaled $2,024,000, $3,445,000 and
   $1,227,000, respectively, at December 31, 2000, 1999 and 1998.

3. In December 1999, 7,300 shares of Company stock, which was
   held by a wholly owned subsidiary of the Company, were
   contributed to the Company's Employee Stock Ownership Plan (see
   Note 5 to Consolidated Financial Statements).

4. Capital lease obligations of $704,000 in 2000 were incurred
   for new equipment.

5. During the fourth quarter of 2000, the Company received land,
   including two water reservoirs, in satisfaction of $486,000
   of trade receivables.


See Notes to Consolidated Financial Statements.



MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION
	The consolidated financial statements include the accounts
of Maui Land & Pineapple Company, Inc. and subsidiaries,
primarily Maui Pineapple Company, Ltd. and Kapalua Land Company,
Ltd.  Significant intercompany balances and transactions have
been eliminated.

CASH AND CASH EQUIVALENTS
	Cash and cash equivalents include cash on hand, deposits in
banks and commercial paper with original maturities of three
months or less.

INVENTORIES
	Inventories of tinplate, cans, ends and canned pineapple
products are stated at cost, not in excess of market value, using
the dollar value last-in, first-out (LIFO) method.
	The costs of growing pineapple are charged to production in
the year incurred rather than deferred until the year of harvest.
For financial reporting purposes, each year's total cost of
growing and harvesting pineapple is allocated to products on the
basis of their respective market values; for income tax purposes,
the allocation is based upon the weight of fruit included in each
product.
	Real estate held for sale is stated at the lower of cost or
fair value less cost to sell.
	Merchandise, materials and supplies are stated at cost, not
in excess of market value, using retail and average cost methods.

INVESTMENTS AND OTHER ASSETS
	Cash surrender value of life insurance policies is reflected
net of loans against the policies.
	Investments in joint ventures are generally accounted for
using the equity method.

PROPERTY AND DEPRECIATION
	Property is stated at cost.  Major replacements, renewals
and betterments are capitalized while maintenance and repairs
that do not improve or extend the life of an asset are charged to
expense as incurred.  When property is retired or otherwise
disposed of, the cost of the property and the related accumulated
depreciation are written off and the resulting gains or losses
are included in income.  Depreciation is provided over estimated
useful lives of the respective assets using the straight-line
method.

POSTRETIREMENT BENEFITS
	The Company's policy is to fund pension cost at a level at
least equal to the minimum amount required under federal law, but
not more than the maximum amount deductible for federal income
tax purposes.
	Deferred compensation plans for certain management employees
provide for specified payments after retirement.  The present
value of estimated payments to be made were accrued over the
period of active employment.  On October 1, 1998, these plans
were terminated (see Note 5 to Consolidated Financial
Statements).
	The estimated cost of providing postretirement health care
and life insurance benefits is accrued over the period employees
render the necessary services.

REVENUE RECOGNITION
	Revenue from the sale of pineapple is recognized when title
to the product is transferred to the customer.  The timing of the
transfer of title varies according to the shipping and delivery
terms of the sale.
	Sales of real estate are recognized as revenues in the
period in which sufficient cash has been received, collection of
the balance is reasonably assured and risks of ownership have
passed to the buyer.  When the Company's remaining obligation to
complete improvements is significant, the sale is recognized on
the percentage-of-completion method.
	Revenue from other activities is recognized when delivery
has occurred or services have been rendered, the sales price is
fixed or determinable and collectibility is reasonably assured.

INTEREST CAPITALIZATION
	Interest costs are capitalized during the construction
period of major capital projects.

ADVERTISING AND RESEARCH AND DEVELOPMENT
	The costs of advertising and research and development
activities are expensed as incurred.

LEASES
	Leases that transfer substantially all of the benefits and
risks of ownership of the property are accounted for as capital
leases.  Amortization of capital leases is included in
depreciation expense.  Other leases are accounted for as
operating leases.

INCOME TAXES
	The Company's provision for income taxes is calculated using
the liability method.  Deferred income taxes are provided for all
temporary differences between the financial statement and tax
bases of assets and liabilities using enacted tax rates.

FOREIGN CURRENCY TRANSLATION
	The assets and liabilities of the Company's majority owned
subsidiary in Central America are translated into U.S. dollars at
exchange rates in effect at the balance sheet date, and revenues
and expenses are translated at weighted average exchange rates in
effect during the period.  Translation adjustments are reported
as other comprehensive income and accumulated in Stockholders'
Equity.  Transaction gains and losses that arise from exchange
rate changes on transactions denominated in a currency other than
the functional currency are included in income as incurred.
During 2000 and 1999, foreign transaction adjustments were not
material.

USE OF ESTIMATES
	The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and
expenses during the reporting periods.  Future actual amounts
could differ from those estimates.

NEW ACCOUNTING PRONOUNCEMENT
	FASB Statement No. 133, Accounting for Derivative
Instruments and Hedging Activities, became effective on
January 1, 2001.  The Company has performed an assessment of its
contracts and agreements and to date, has not identified any
derivative instruments.

EARNINGS PER COMMON SHARE
	Earnings per common share is computed using the weighted
average number of shares outstanding during the period.  The
Company has no dilutive potential common shares outstanding.

2.   INVENTORIES
     Pineapple product inventories were comprised of the
following components at December 31, 2000 and 1999:
                                        2000             1999
                                        (Dollars in Thousands)

     Finished Goods                  $ 12,855          $ 7,399
     Work In Progress                   1,030              839
     Raw Materials                      1,447            1,476

     Total                           $ 15,332          $ 9,714

     The replacement cost of pineapple product inventories at
year end approximated $27 million in 2000 and $21 million in
1999.  In 1998, there was a partial liquidation of LIFO
inventories; thus, cost of sales included prior years' inventory
costs, which were lower than current costs.  Had current costs
been charged to cost of sales, net income for 1998 would have
decreased by $1,360,000 or $.19 per share.


3.   INVESTMENTS AND OTHER ASSETS
     Investments and Other Assets at December 31, 2000 and 1999
consisted of the following:

                                        2000            1999
                                       (Dollars in Thousands)
     Deferred Costs                   $ 5,922         $ 6,657
     Cash Surrender Value of Life
       Insurance Policies (net)           798             633
     Prepaid Pension Asset              4,068           2,774
     Kapalua Coconut Grove LLC          1,058             905
     Other                              2,243           1,983


     Total                            $14,089         $12,952

     Deferred costs are primarily intangible predevelopment costs
related to various projects at the Kapalua Resort that will be
allocated to future development projects.
     Cash surrender value of life insurance policies are stated
net of policy loans, totaling $597,000 at December 31, 2000 and
1999.

KAPALUA COCONUT GROVE LLC
     Kapalua Coconut Grove LLC (KCG) is a Hawaii limited
liability company whose members are the Company and an affiliate
of Lend Lease Real Estate Investments, Inc. KCG was formed in
June 1997 to own, develop and sell the 12-acre parcel of
beachfront property adjacent to the Kapalua Bay Hotel.  Each
member contributed to the venture its 50% interest in the land
parcel and $1.1 million in cash.  Presales of the 36 luxury
residential condominiums to be constructed on the parcel began in
August 1999 and mass grading and site work began in November
1999.  As of June 2000, all 36 condominiums were under binding
sales contracts.  Sales are expected to close beginning in the
second quarter of 2001 as construction of the buildings is
completed and title is delivered to the buyers.  Each member has
a 50% interest in KCG and the Company has accounted for its
investment in KCG by the equity method.  The Company's pre-tax
share of KCG's net income (loss) was $(62,000) in 2000,
$(172,000) in 1999 and $1,000 in 1998.

KAAHUMANU CENTER ASSOCIATES
     In June 1993, Kaahumanu Center Associates (KCA) was formed
to finance the expansion and renovation of and to own and operate
Kaahumanu Center.  KCA is a partnership between the Company as
general partner and the Employees' Retirement System of the State
of Hawaii (ERS) as a limited partner.  The Company contributed
the then existing shopping center, subject to a first mortgage,
and approximately nine acres of adjacent land.  ERS contributed
$312,000 and made a $30.6 million loan to the partnership.
     The expansion and renovation were substantially complete by
the end of November 1994.  Effective April 30, 1995, the ERS
converted its $30.6 million loan to an additional 49% ownership
in KCA.  Effective with conversion of the ERS loan, the Company
and ERS each have a 50% interest in KCA and the Company has
accounted for its investment in KCA by the equity method.
     The Company has a long-term agreement with KCA to manage
Kaahumanu Center.  The agreement provides for certain performance
tests that, if not met, could result in termination of the
agreement.  The tests were not met in 2000, but termination of
the agreement is not presently being considered.  KCA does not
have any employees.  As manager, the Company provides all
administrative and on-site personnel and incurs other costs and
expenses, primarily insurance, which are reimbursable by KCA.
The Company generates a portion of the electricity used by
Kaahumanu Center.  In accordance with the limited partnership
agreement, the Company as manager may make cash advances to KCA
in order to avoid a cash flow deficit.  The advances bear
interest at one percent above the interest rate on KCA's first
mortgage loan.  In 2000, cash advances from the Company to KCA
totaled $586,000 and interest on the advances at 9.57% totaled
$34,000.  In 2000, 1999 and 1998, reimbursements from KCA for
payroll and other costs and expenses totaled $2,637,000,
$2,417,000 and $2,303,000, respectively, and the Company charged
KCA $3,328,000, $2,531,000 and $2,402,000, respectively, for
electricity and management fees.  At December 31, 2000 and 1999,
$1,216,000 and $1,154,000, respectively, were due to the Company
from KCA for cash advances, management fees, electricity and
reimbursable costs.
     Summarized balance sheet information for KCA as of
December 31, 2000 and 1999 and operating information for each of
the three years ended December 31, 2000 follows:

                                   2000         1999
                                (Dollars in Thousands)

Current assets                  $  1,197     $  1,188
Property and equipment, net       69,200       72,277
Other assets, net                  1,710        1,701

Total Assets                      72,107       75,166

Current liabilities                2,978        2,969
Noncurrent liabilities            59,226       60,352

Total Liabilities                 62,204       63,321

Partners' Capital               $  9,903     $ 11,845


                                    2000         1999         1998

Revenues                        $ 15,654     $ 14,506     $ 13,625
Costs and Expenses                17,596       16,306       16,104

Net Loss                        $ (1,942)    $ (1,800)    $ (2,479)

     The Company's share of losses from KCA was $971,000,
$900,000 and $1,240,000, respectively, for 2000, 1999 and 1998.
ERS and the Company each have a 9% cumulative, non-compounded
priority right to cash distributions based on their net
contributions to the partnership (preferred return).  For the
purpose of calculating preferred returns, each partner's capital
contribution had an agreed upon value of $30.9 million on May 1,
1995.  The Company's preferred return is subordinate to the ERS
preferred return.  As of December 31, 2000, the accumulated
unpaid preferred return was $13 million each for ERS and the
Company.
     The Company's investment in KCA is a negative $9.9 million
at December 31, 2000.  The negative balance is a result of (1)
recording the Company's initial contribution in 1993 at net book
value of the assets contributed, reduced by the related debt and
(2) the Company's share of KCA's accumulated losses since 1995.

4.   BORROWING ARRANGEMENTS
     During 2000, 1999 and 1998, the Company had average
borrowings outstanding of $43.5 million, $29.5 million and $33
million, respectively, at average interest rates of 8.5%, 7.8%
and 8.9%, respectively.
     Short-term bank lines of credit available to the Company at
December 31, 2000 were $1.4 million.  These lines provide for
interest at the prime rate (9.5% at December 31, 2000) plus 1/4%
to 1/2%.  There were no borrowings under these lines at December
31, 2000, but $618,000 in letters of credit was reserved against
these lines to secure the Company's deductible portion of
insurance claims administered by various insurance companies.
The Company has a $900,000 working capital credit facility for
its Central American operations.  At December 31, 2000 and 1999,
the Company had borrowings outstanding of $834,000 and $729,000
under this facility at 7.15% and 7.55%, respectively.
     Long-term debt at December 31, 2000 and 1999 consisted of
the following (interest rates represent the rates at December 31):

                                              2000        1999
                                           (Dollars in Thousands)
Term loan, 7.87% to 8.39% and 9.44%
  to 9.73%      				      $  15,000 	$  15,000
Revolving credit agreement, 8.5% and
  8.83% to 8.91%      				   10,850	    3,400
Development line of credit, 8.62%
  to 9.03%    					    8,800          --
Mortgage loan, 7.25%                          4,721       4,807
Equipment loans, 6.76% to 8.46%               3,245       3,932

Total                                        42,616      27,139
Less portion classified as current            2,286       2,062

Long-term debt                             $ 40,330     $25,077

     The Company has a $15 million term loan that is secured by
certain parcels of the Company's real property on Maui.
Principal payments are due from September 2004 through June 2009.
Interest rates on the loan are adjustable to 2.15% to 2.55% above
six-month, one-year and three-year rates made available by the
Federal Farm Credit Bank.  The agreement includes certain
financial covenants, including the maintenance of a minimum
tangible net worth and debt coverage ratio, maximum funded debt
to capitalization ratio, and limits on capital expenditures,
investments and the payment of dividends.
     The Company has a revolving credit agreement with
participating banks under which it may borrow up to $15 million
in revolving loans through December 31, 2002.  Amounts
outstanding at that date, at the Company's option, may be
converted to a three-year term loan payable in six equal semi-
annual installments.  The agreement also includes an $8.8 million
non-revolving development line of credit facility for
construction of the Village Course Clubhouse and Kapalua Golf
Academy.  The development facility reduces to $8 million in March
2001 and matures in March 2002.  Commitment fees of 1/4% are
payable on the unused portions of the revolving credit line and
the development facility.  At the Company's option, interest on
advances under both the revolving credit line and the development
facility is at the prime rate or based on a LIBOR rate. The loan
is collateralized by the Company's three golf courses at the
Kapalua Resort.  The agreement contains certain financial
covenants, including the maintenance of consolidated net worth
and working capital at certain levels and limits on the
incurrence of other indebtedness and capital expenditures.
Declaration and payment of cash dividends is restricted to 30% of
prior year's net income.
     The mortgage loan is collateralized by the Napili Plaza
shopping center and matures on December 31, 2005.  Payments are
based on a 25-year amortization.  Effective January 1, 1999, the
interest rate on the loan was amended to 7.25% until January 1,
2002.  The interest rate will be adjusted to the lender's then
prevailing rate of interest for such loans as of January 1, 2002
and January 1, 2005.
     The Company has agreements that provide for term loans that
were used to purchase assets for the Company's pineapple and
resort operations.  At December 31, 2000, $1,188,000 of these
term loans had interest rates that were adjustable to one month
LIBOR plus 2.25%.  The balance of these loans is at fixed
interest rates.  The loans mature through December 2004.  The
agreements include certain financial covenants that are similar
to those in the Company's revolving credit agreement.  One of the
agreements also requires the maintenance of a minimum tangible
net worth and debt coverage ratio (as defined).

     Maturities of long-term debt during the next five years,
from 2001 through 2005, are as follows:  $2,286,000 $9,192,000
$4,386,000 $3,828,000 and $3,741,000.

5.   POSTRETIREMENT BENEFITS
     The Company has defined benefit pension plans and defined
benefit postretirement health care and life insurance plans.
     Changes in benefit obligations and changes in plan assets
for 2000 and 1999 and the funded status of the plans and amounts
recognized in the balance sheets as of December 31, 2000 and 1999
were as follows:

<TABLE>
<CAPTION>
                             Pension Benefits           Other Benefits
                              2000      1999           2000       1999
                                     (Dollars in Thousands)
<S>                       <C>       <C>            <C>        <C>
Change in benefit obligations:
 Benefit obligations at
   beginning of year      $ 35,863  $ 35,071       $ 13,263   $ 15,379
 Service cost                1,501     1,443            358        359
 Interest Cost               2,535     2,396            920        895
 Actuarial gain               (127)     (897)          (400)    (2,657)
 Amendments                    265        --            194         --
 Benefits paid              (2,145)   (2,150)          (716)      (713)

 Benefit obligations at
   end of year              37,892    35,863         13,619     13,263

Change in plan assets:
 Fair value of plan assets
   at beginning of year     46,167    41,807             --         --
 Actual return on plan 	    (2,133)    6,367             --         --
   assets
 Employer contributions        346       143            716        713
 Benefits paid              (2,145)   (2,150)          (716)      (713)

 Fair value of plan assets at
   end of year              42,235    46,167             --         --

Funded status                4,343    10,304        (13,619)   (13,263)
Unrecognized actuarial gain (1,186)   (7,548)        (5,469)    (5,425)
Unrecognized net transition   (224)     (759)            --         --
  asset
Unrecognized prior service
  cost      			 376       185           (845)    (1,172)

Net amounts recognized       3,309     2,182        (19,933)   (19,860)

Amounts recognized in
  balance sheets consist of:
  Prepaid benefit cost       4,068     2,774             --         --
  Accrued benefit liability   (759)     (592)       (19,933)   (19,860)

Net amounts recognized    $  3,309  $  2,182       $(19,933)  $(19,860)

</TABLE>

     Net periodic benefit costs for 2000, 1999 and 1998 included
the following components:

<TABLE>
<CAPTION>
                               2000           1999           1998
                                       (Dollars in Thousands)
<S>                          <C>            <C>            <C>
Pension benefits:
 Service cost                $ 1,501        $ 1,443        $ 1,240
 Interest cost                 2,535          2,396          2,261
 Expected return on plan
   assets				(4,036)        (3,638)        (2,925)
 Amortization of net
   transition asset		  (535)          (535)          (535)
 Amortization of prior
   service cost			    74             59             61
 Recognized net actuarial
   (gain) loss       		  (319)           (14)             3
 Special termination benefits     --             --            314

 Net expense (credit)           (780)          (289)           419

Other benefits:
 Service cost                    358            359            411
 Interest cost                   920            895          1,024
 Amortization of prior service
   cost            		  (133)          (146)          (147)
 Recognized net actuarial gain  (356)          (320)          (209)
 Special termination benefits     --             --             29

 Net expense                 $   789        $   788        $ 1,108

</TABLE>

     In 1998, in an effort to reduce the size of its workforce,
the Company offered a voluntary, enhanced early retirement
program to employees in the Pineapple and Corporate divisions
based on age and years of service.  Net pension expense for 1998
increased by $314,000 and net expense for other postretirement
benefits increased by $29,000 as a result of implementing this
program.
     The projected benefit obligation, accumulated benefit
obligation and fair value of plan assets for the pension plan
with accumulated benefits in excess of plan assets were
$1,328,000, $744,000 and $-0-, respectively, as of December 31,
2000 and $1,028,000, $578,000 and -0-, respectively, as of
December 31, 1999.
     The benefit obligations for pensions and other
postretirement benefits were determined using a discount rate of
7.25% as of December 31, 2000 and 1999, and compensation
increases ranging up to 4.5%.  The expected long-term rate of
return on assets ranged up to 9% for 2000 and 1999.
     The accumulated postretirement benefit obligation for health
care as of December 31, 2000 and 1999 was determined using a
health care cost trend rate of 10% in 1995, decreasing by .5%
each year from 1995 through 2004 and 5% thereafter.  The effect
of a 1% annual increase in these assumed cost trend rates would
increase the accrued postretirement benefit obligation by
approximately $1,642,000 as of December 31, 2000, and the
aggregate of the service and interest cost for 2000 by
approximately $173,000; a 1% annual decrease would reduce the
accrued postretirement benefit obligation by approximately
$1,345,000 as of December 31, 2000, and the aggregate of the
service and interest cost for 2000 by approximately $140,000.
     The Company has an Employee Stock Ownership Plan (ESOP) for
non-bargaining salaried employees and for bargaining unit
clerical employees of Maui Pineapple Company, Ltd.  All of the
shares originally sold to the ESOP in 1979 have been allocated to
participants since December 1993.  In December 1999, 7,300 shares
of the Company's common stock held by a wholly owned subsidiary
were contributed to the ESOP.  The Company recorded a charge to
employee benefit expense of $137,000 and a corresponding credit
to Common Stock.  Effective December 31, 1999, the Company's
Board of Directors approved a plan amendment to freeze the ESOP.
Accordingly, after 1999 there were no further contributions to
the ESOP and no additional employees became participants of the
plan.
     On October 1, 1998, deferred compensation plans that
provided for specified payments after retirement for certain
management employees were terminated.  At the termination date,
these employees were given credit for existing years of service
and future accruals were discontinued.

6.   MINORITY INTEREST IN SUBSIDIARY
     In February 1999, Royal Coast Tropical Fruit Company, Inc.
(a wholly owned subsidiary of Maui Pineapple Company, Ltd.)
formed a subsidiary company in Central America and invested
$503,000 for a 51% ownership interest in a new pineapple
production company.  The minority stockholders contributed
$460,000.  The minority stockholders' share of the 2000 and 1999
operating losses were not material.

7.   DEFERRED REVENUE
     Deferred revenue for 2000 and 1999 primarily represents
proceeds received on closed lot sales at the Kapalua Resort in
excess of revenue recognized on the percentage-of-completion
method.  In December 2000, 12 of the 31 lots in Pineapple Hill
Estates closed escrow.  No revenue was recognized on these sales
in 2000.  Construction of the Pineapple Hill Estates subdivision
improvements is expected to begin in the first quarter of 2001
and is scheduled to be substantially completed during the fourth
quarter of 2001.  At December 31, 1999, 12 of the 14 lots in
Plantation Estates Phase II had closed escrow and revenue was
recognized on the percentage-of-completion method.  Construction
of the Plantation Estates Phase II subdivision improvements began
in the fourth quarter of 1999 and was substantially complete in
the second quarter of 2000.

8.   LEASES
LESSEE
     The Company has capital leases, primarily on equipment used
in pineapple operations, which expire at various dates through
2005.  At December 31, 2000 and 1999, property included capital
leases of $1,615,000 and $900,000, respectively (accumulated
depreciation of $506,000 and $452,000, respectively).  Future
minimum rental payments under capital leases aggregate $1,180,000
(including $110,000 representing interest) and are payable as
follows (2001 to 2005):  $436,000, $325,000, $122,000, $114,000
and $183,000.
     The Company has various operating leases, primarily for land
used in pineapple operations, which expire at various dates
through 2012.  A major operating lease covering approximately
1,500 acres used primarily for pineapple operations expired on
December 31, 1999.  The lease currently is being renegotiated for
a minimum term of ten years.  Total rental expense under
operating leases was $821,000 in 2000, $801,000 in 1999 and
$746,000 in 1998.  Future minimum rental payments under operating
leases aggregate $5,307,000 and are payable during the next five
years (2001 to 2005) as follows:  $691,000, $614,000, $501,000,
$482,000, $479,000, respectively, and $2,540,000 thereafter.

LESSOR
     The Company leases land and land improvements, primarily to
hotels at Kapalua, and buildings, primarily to retail tenants.
The leases generally provide for minimum rents and, in most
cases, percentage rentals based on tenant revenues.  In addition,
the leases generally provide for reimbursement of common area
maintenance and other expenses.  Total rental income under these
operating leases was as follows:

                                   2000       1999       1998
                                     (Dollars in Thousands)

Minimum rentals                 $  1,832   $  1,744    $ 1,694
Percentage rentals                 3,140      2,232      1,279

Total                           $  4,972   $  3,976    $ 2,973

     Property at December 31, 2000 and 1999 includes leased
property of $20,519,000 and $20,473,000, respectively
(accumulated depreciation of $11,279,000 and $10,623,000,
respectively).
     Future minimum rental income aggregates $6,884,000 and is
receivable during the next five years (2001 to 2005) as follows:
$1,314,000, $1,067,000, $849,000, $667,000, $607,000,
respectively, and $2,380,000 thereafter.

9.   INCOME TAXES
     The components of the income tax provision (credit) were as
follows:

                                   2000       1999       1998
                                   (Dollars in Thousands)
Current
  Federal                         $  984   $  1,831   $  1,225
  State                             (296)       334         30

  Total                              688      2,165      1,255

Deferred
  Federal                           (777)       584       (415)
  State                                1        (32)      (108)

  Total                             (776)       552       (523)

  Total provision (credit)        $  (88)  $  2,717   $    732

     Reconciliation between the total provision and the amount
computed using the statutory federal rate of 34% follows:

                                   2000       1999       1998
                                   (Dollars in Thousands)
Federal provision at
  statutory rate                  $  124   $  2,512   $  1,471
Adjusted for State income taxes,
  net of effect on federal income
  taxes   					(210)       200	     (91)
  Appreciated property donation       --         --       (721)
  Other                               (2)         5         73

  Total income tax
    provision (credit)             $ (88)   $ 2,717   $    732


     Deferred tax assets and liabilities were comprised of the
following types of temporary differences as of December 31, 2000
and 1999:

                                    2000            1999
                                   (Dollars in Thousands)

Accrued retirement benefits      $  6,789         $ 6,921
Minimum tax credit carryforward     3,379           2,567
Accrued liabilities                 1,491           1,120
Inventory                             468             439
Allowance for doubtful accounts       359             216
Net operating loss carryforward        85              70

Total deferred tax assets          12,571          11,333

Deferred condemnation proceeds     (5,891)         (5,864)
Property net book value            (2,923)         (2,629)
Income from partnerships           (1,847)         (1,840)
Pineapple marketing costs            (691)           (583)
Other                                (146)           (120)

Total deferred tax liabilities    (11,498)        (11,036)

Net deferred tax asset           $  1,073         $   297


     A valuation allowance against deferred tax assets as of
December 31, 2000 and 1999 is not considered necessary as the
Company believes that it is more likely than not the deferred tax
assets will be fully realized.
     At December 31, 2000, the Company had federal minimum tax
credit carryforwards of $3.4 million.
     The Company's federal income tax return for 1993 is under
examination by the Internal Revenue Service.  The revenue agent's
report on this examination has not been issued and the Company
presently cannot predict the outcome of this examination.

10.  INTEREST CAPITALIZATION
     Interest cost incurred in 2000, 1999 and 1998 was
$3,901,000, $2,477,000 and $3,179,000, respectively, of which
$840,000, $643,000 and $140,000, respectively, was capitalized.

11.  ADVERTISING AND RESEARCH AND DEVELOPMENT
     Advertising expense totaled $2,000,000 in 2000, $1,801,000
in 1999 and $1,397,000 in 1998.  Research and development
expenses totaled $845,000 in 2000, $839,000 in 1999 and $815,000
in 1998.

12.  EXTRAORDINARY LOSS
     In December 1998, the Company retired $20 million of 8.86%
senior unsecured notes.  Principal payments on the $20 million
loan were due from 1999 through 2003.  A prepayment penalty of
$1.2 million was paid for early extinguishment of the 8.86% notes
and has been accounted for as an extraordinary loss of $744,000
(net of income tax credit of $456,000).

13.  CONTINGENCIES AND COMMITMENTS
     In 1996, the County of Maui sued several chemical
manufacturers claiming that they were responsible for the
presence of a nematocide commonly known as DBCP in certain water
wells on Maui.  The Company was a Third Party Defendant in the
suit as a result of a 1978 agreement for the sale of DBCP to the
Company from one of the DBCP manufacturers.  In August 1999,
settlement of the case was reached.  The Company's portion of the
cash payment in 1999 to install filtration systems in existing
contaminated wells was substantially covered by proceeds of a
settlement concluded on this issue with its insurance carrier.
The Company and the other defendants as a group have agreed that
until December 1, 2039, they will pay for 90% of the capital cost
to install filtration systems in any future wells if DBCP
contamination exceeds specified levels and for the ongoing
maintenance and operating cost for filtration systems on existing
and future wells.  The level of DBCP in the existing wells should
decline over time as the wells are pumped, which may end the
requirement for filtration before 2039.  To secure the
obligations of the defendants under the settlement agreement, the
defendants are required to furnish to the County of Maui an
irrevocable standby letter of credit throughout the entire term
of the agreement.  The Company had estimated a range of its share
of the cost to operate and maintain the filtration systems for
the existing wells and its share of the cost of the letter of
credit, and recorded a reserve for this liability in 1999.  The
reserve recorded in 1999 and adjustments thereto in 2000 did not
have a material effect on the Company's financial statements for
the years ended December 31, 2000 and 1999.  There are procedures
in the settlement agreement to minimize the DBCP impact on future
wells by relocating the wells to areas unaffected by DBCP or by
using less costly methods to remove DBCP from the water.  The
Company is unable to estimate the range of potential financial
impact for the possible filtration cost for any future wells
acquired or drilled by the County of Maui and, therefore, has not
made a provision in its financial statements for such costs.
     There are various claims and legal actions pending against
the Company.  In the opinion of management, after consultation
with legal counsel, the resolution of these matters will not have
a material adverse effect on the Company's financial position or
results of operations.
     The Company has guaranteed the payment of up to $10 million
of the $60 million mortgage loan of Kaahumanu Center Associates.
The lender will release the guaranty when Kaahumanu Center
attains a defined level of net operating income.
     Premium Tropicals International, LLC (PTI) is a joint
venture between Royal Coast Tropical Fruit Company, Inc. (a
wholly owned subsidiary of Maui Pineapple Company, Ltd.) and an
Indonesian pineapple grower and canner.  The joint venture
markets and sells Indonesian canned pineapple in the United
States.  The Company is a guarantor of a $3 million line of
credit, which supports letters of credit to be issued on behalf
of PTI for import trading purposes.
     At December 31, 2000, the Company had commitments under
signed contracts totaling $2,786,000.

14.  CONCENTRATIONS OF CREDIT RISK
     A substantial portion of the Company's trade receivables
results from sales of pineapple products, primarily to food
distribution customers in the United States.  Credit is extended
after evaluating creditworthiness and no collateral generally is
required from customers.  Notes receivable result principally
from sales of real estate in Hawaii and are collateralized by the
property sold.

15.  DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
     Except for certain long-term debt, the carrying amount of
the Company's financial instruments is considered to be the fair
value.  The fair value of long-term debt was estimated based on
rates currently available to the Company for debt with similar
terms and remaining maturities.
     The estimated fair values for these financial instruments at
December 31, 2000 and 1999 were as follows:

                                     2000               1999
                                      (Dollars in Thousands)

                              Carrying     Fair    Carrying    Fair
                               Amount     Value     Amount    Value

Long-Term Debt                 $42,616  $42,302  $ 27,139  $ 26,348


16.  BUSINESS SEGMENTS
     The Company's reportable segments are Pineapple, Resort and
Commercial & Property.  Each segment is a line of business
requiring different technical and marketing strategies.
     Pineapple includes growing pineapple, canning pineapple in
tin-plated steel containers fabricated by the Company and
marketing canned and fresh pineapple products.
     Resort includes the development and sale of real estate,
property management and the operation of recreational and retail
facilities and utility companies at Kapalua on Maui.
     Commercial & Property covers non-resort real estate
activities, including the Company's investment in Kaahumanu
Center Associates, Napili Plaza shopping center and non-resort
real estate development, rentals and sales.  It includes the
Company's land entitlement and land management activities.
     The accounting policies of the segments are the same as
those described in Note 1, Summary of Significant Accounting
Policies.

                                         Commercial
2000                Pineapple    Resort  & Property  Other  Consolidated
                                       (Dollars in Thousands)

Revenues (1)        $85,892   $ 50,262   $ 5,043   $  286    $ 141,483

Operating profit
  (loss) (2)	   (2,891)     7,752     (441)     (995)       3,425
Interest expense     (1,572)      (992)    (164)     (333)      (3,061)
Income (loss) before
  income taxes and
  extraordinary loss (4,463)     6,760     (605)   (1,328)         364

Depreciation          5,106      3,222      498       176        9,002
Equity in earnings
  (losses)of joint
  ventures               61        (62)     (971)      --         (972)
Investment in joint
  ventures  	      206      1,058    (9,990)      --       (8,726)
Segment assets (3)   81,294     69,227     7,169   12,261      169,951
Expenditures for
  segment assets      8,378      9,069       304    2,225       19,976

1999

Revenues (1)        $94,535   $ 47,950   $ 4,381   $  132    $ 146,998

Operating profit
  (loss) (2) 	    6,071      5,702      (454)  (2,098)       9,221
Interest expense       (919)      (443)     (133)    (339)      (1,834)
Income (loss) before
  income taxes and
  extraordinary loss  5,152      5,259      (587)  (2,437)       7,387

Depreciation          5,040      2,796       481      128        8,445
Equity in earnings
  (losses)
  of joint ventures     116       (172)     (900)      --         (956)
Investment in joint
  ventures  		198        905    (8,944)      --       (7,841)
Segment assets (3)   69,733     64,943     7,190   11,521      153,387
Expenditures for
  segment assets      8,365     13,750       226      795       23,136

1998

Revenues (1)        $97,658   $ 41,929   $ 4,087   $   37    $ 143,711

Operating profit
  (loss) (2) 	    5,480      5,239    (1,085)  (1,067)       8,567
interest expense     (1,543)    (1,089)     (167)    (240)      (3,039)
Income (loss) before
  income taxes and
  extraordinary loss  3,937      4,150    (1,252)  (1,307)       5,528

Depreciation          4,795      2,743       487      151        8,176
Equity in losses of
  joint      		 79          1    (1,240)      --       (1,160)
  ventures
Investment in joint
  ventures  		145        495     7,969)      --       (7,329)
Segment assets (3)    2,384     53,323     6,780   13,760      136,247
Expenditures for
  segment assets      6,433      3,930       406      997       11,766


(1)  Amounts are principally revenues from external customers.
Intersegment   revenues and interest revenues were insignificant.
Sales to any single customer  did not exceed 10% of consolidated
revenues.  Revenues attributed to foreign    countries were $2.6
million, $3.1 million and $4.3 million, respectively, in 2000,
1999 and 1998.  Foreign sales are attributed to countries based
on the location of  the customer.
(2)  "Operating profit (loss)" is total revenues less all
expenses except allocated     interest expenses and income taxes.
Operating profit (loss) included in "Other" is    primarily
unallocated corporate expenses.
(3)  Segment assets are located in the United States, primarily
Maui.  Other assets are  corporate and non-segment assets.


<TABLE>
QUARTERLY EARNINGS
(unaudited)

<CAPTION>

                              First     Second    Third     Fourth
                             Quarter   Quarter   Quarter   Quarter
                    (Dollars in Thousands Except Per Share Amounts)
<S>                        <C>       <C>       <C>         <C>

2000

Total revenues               $34,775   $30,921   $37,195   $38,592
Net sales                     24,138    21,135    28,279    29,642

Cost of sales                 15,719    14,341    19,675    23,068 (a)

Net income (loss)              1,945       300       556    (2,349)(a)

Net income (loss) per
  common share     	         .27       .04       .08      (.33)


1999

Total revenues               $33,647   $30,371   $39,659   $43,321 (b)

Net sales                     23,284    22,013    31,277    35,617 (b)

Cost of sales                 14,742    13,776    21,592    24,384
 income                        1,624       381     1,270     1,395

Net income per
  common share                   .23       .05       .18       .19

</TABLE>

(a)  In the fourth quarter of 2000, the per unit cost of sales
     for pineapple products increased primarily as a result of a
     decrease in the planned production tonnage for the year.  In
     addition, the Pineapple segment incurred increased fourth quarter
     2000 charges for marketing and bad debt expenses.

(b)  Total revenues and net sales for the fourth quarter of 1999
     included $5.4 million from lot sales at the Plantation Estates
     Phase II.


COMMON STOCK

     The Company's common stock is traded on the American Stock
Exchange under the symbol "MLP."
     A dividend of $.125 per share was paid in March of 2000 and
1999.  The declaration and payment of cash dividends are
restricted by the terms of borrowing arrangements to 30% of prior
year's net income.
     At February 13, 2001, there were 467 shareholders of record.
     The following chart reflects high and low sales prices
during each of the quarters in 2000 and 1999:

                       First     Second    Third     Fourth
                      Quarter   Quarter   Quarter   Quarter

2000        High       $ 17.50   $ 23.50   $ 26.63   $ 26.75
            Low          14.00     14.75     22.13     21.00

1999        High       $ 10.00   $ 15.88   $ 30.75   $ 21.75
            Low           9.00      9.88     15.00     17.38


<TABLE>
SELECTED FINANCIAL DATA

<CAPTION>
                          2000     1999     1998     1997     1996
                         (Dollars in Thousands Except Per Share Amounts)
<S>                    <C>       <C>       <C>       <C>       <C>

FOR THE YEAR
Summary of Operations
 Revenues              $141,483 $ 46,998 $ 43,711 $136,498 $136,335
 Cost of goods sold      72,803   74,494   76,049   72,200   75,279
 Operating expenses      30,169   27,440   26,168   26,027   24,030
 Shipping and marketing  18,289   18,479   16,673   18,053   19,185
 General and
   administrative        15,825   16,408   15,094   14,600   14,507
 Equity in losses
   of joint ventures        972      956    1,160    1,211      882
 Interest expense         3,061    1,834    3,039    3,045    3,575
 Income tax expense
   (credit)			    (88)   2,717    1,188	 499 	   (376)
Income (loss) before
   extraordinary loss       452    4,670    4,340      863     (747)
 Extraordinary loss, net of
   income tax credit         --       --     (744)      --       --
 Net income (loss)          452    4,670    3,596      863     (747)

Per Common Share (1)
 Income (loss) before
   extraordinary loss       .06      .65      .60      .12     (.10)
 Extraordinary loss, net of
   income tax credit         --       --     (.10)      --       --
 Net income (loss)          .06      .65      .50      .12     (.10)

Other Data
 Cash dividends
    Amount                  899      899       --       --       90
    Per common share (1)   .125     .125       --       --      .01
 Depreciation           $ 9,002  $ 8,445  $ 8,176  $ 8,041  $ 8,606
 Return on beginning
   stockholders' equity      .7%     7.5%     6.1%     1.5%    (1.3%)
 Percent of net income (loss)
   to revenues              .03%     3.2%     2.5%      .6%     (.5%)

AT YEAR END
Current assets less
 current liabilities (2)$19,304 $ 12,924 $ 18,985 $ 20,283 $ 19,467
Ratio of current assets
 to current liabilities (2) 1.7      1.5      2.1      2.2      2.2
Property, net of
 depreciation          $109,725 $100,976 $ 89,921 $ 88,047 $ 86,610
Total assets            169,951  153,387  136,247  135,507  132,851
Long-term debt and
 capital leases          41,012   25,497   23,592   29,435   28,898
Stockholders' equity
 Amount                  65,922   66,400   62,492   58,896   58,033
 Per common share (1)   $  9.16 $   9.23 $   8.69 $   8.19 $   8.07
Common shares
   outstanding (1)    7,195,800 7,195,800 7,188,500 7,188,500 7,188,500

</TABLE>

(1)  All references to the number of shares of common stock and
     per share amounts prior to 1999 have been restated to reflect the
     four-for-one common stock split as of May 1, 1998.

(2)  Current assets less current liabilities and ratio of current
     assets to current liabilities for 1999 decreased primarily
     because of increased accounts payable resulting from the high
     level of construction in progress at year-end.




MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

2000 vs. 1999
     The Company reported consolidated net income of $452,000 for
2000 compared to $4.7 million for 1999.  The lower net income in
2000 was attributable to losses from the Pineapple segment and
increased interest expense, which more than offset substantially
increased operating profit from the Resort segment.
     General and administrative expenses for 2000 of $15.8
million were lower than 1999 by 4%.  In 2000, the Company's
payroll related costs decreased compared to 1999 primarily
because there were no accruals for bonus incentives for 2000.
The cost for outside consultants also was lower in 2000 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.  This reduction in outside consultant
costs were partially offset by increased expenses in 2000 for
consultants related to the selection of an integrated accounting
and information technology system, which the Company is in the
process of implementing.  Pension expense was lower in 2000
compared to 1999 primarily because of a discount rate increase as
of year-end 1999 and because of favorable investment returns in
1999.  Expenses for medical and general insurance, workers
compensation and vacation accruals increased in 2000 compared to
1999.
     Interest expense increased by 67% in 2000 compared to 1999
because of higher average borrowings and higher interest rates.
Average borrowings were higher in 2000 as a result of lower cash
flows from operating activities combined with a large amount of
capital expenditures, in particular construction at the Kapalua
Resort.  An increase in the amount of interest capitalized in
2000, primarily because of construction of the Village Course
Clubhouse, partially offset the increase in interest expense.

PINEAPPLE
     Pineapple revenues of $86 million for 2000 were lower by 9%
as compared to 1999.  The segment produced an operating loss of
$2.9 million in 2000 compared to operating profit of $6.1 million
in 1999.  The reduction in revenues was a result of both a lower
case sales volume (the number of cases sold) as well as lower
prices in 2000.  These results reflect the highly competitive
market conditions for canned pineapple products that the Company
has been faced with throughout 2000 and anticipates continuing
through the first half of 2001.  Revenues from fresh whole and
fresh cut pineapple products increased in 2000.  The increased
operating loss in 2000 also was due to higher marketing and bad
debt expense and higher per case cost of sales primarily because
of processing fewer tons of fruit in 2000.
     The average unit value of imported canned pineapple products
declined significantly in 2000 compared to 1999, which put severe
downward pressure on the market prices in the U.S.  In addition
market prices were suppressed in 2000 as a result of much of the
1999 imports entering the U.S. retail stores in 2000.  In 1999,
imports of canned pineapple products into the U.S. increased by
39%.  Total imports of canned pineapple into the United States
decreased by 9% in 2000 compared to 1999 primarily reflecting
reduced import volume from Thailand.  The reduced case volume of
imports appears to be a result of the antidumping duties on
canned pineapple fruit from Thailand.  The Company believes that
the reduction in import case volume combined with the decline in
unit values is reflective of a general decrease in demand for
canned fruits.
     Antidumping duties were in effect on canned pineapple fruit
imported from Thailand since mid-1995 as a result of an
antidumping petition in 1994 to which the Company was a party.
The amount of duties on pineapple imports from Thailand is
subject to annual administrative reviews by the U. S. Department
of Commerce.  Either the Company or the Thai producers may
request these reviews.  If the cost of production changes
relative to the selling price of the product in the U.S., the
duties would be adjusted.  Some of the Thai pineapple companies
have significantly reduced their antidumping duties through the
annual review process.  Present antidumping duties on imports of
canned pineapple from Thailand range from less than 1% up to 51%.
     Final results of the fourth annual administrative review,
covering the period from July 1, 1998 to June 30, 1999, were
released in December 2000.  Overall, the nine Thai pineapple
companies reviewed were found to have lower dumping margins than
those reflected in the antidumping duties currently being
assessed.
     In 2000, the Department of Commerce initiated proceedings
for the "Sunset Review" of antidumping duties on imports of
canned pineapple from Thailand.  Preliminary results released by
the Department of Commerce in the third quarter of 2000 indicate
that revocation of the antidumping duties on canned pineapple
from Thailand likely would result in continued dumping by Thai
pineapple companies.  The
U. S. International Trade Commission (ITC) also began its
proceedings for the Sunset Review in 2000.  The Company
anticipates that preliminary results from the ITC may be
available in April or May 2001.  For a continuation of existing
duties, the Company must convince the ITC during the Sunset
Review that elimination of the duties will potentially cause
injury to the domestic industry.  Elimination of the import
duties could have a material adverse effect on the Company.
     In 2000, a new federal law was passed that provides for
disbursement to injured U.S. companies of all antidumping duties
collected by U.S. Customs.  Although Maui Pineapple Company, Ltd.
is listed as a company qualifying for these disbursements, the
Company is unable to estimate the amount or timing of the
potential disbursements until regulations and procedures to
administer this new law are written.

RESORT
     Kapalua Resort revenues, including operations and
development, of $50.2 million for 2000 were 5% higher than 1999.
Resort operating profit was $7.8 million in 2000 compared to $5.7
million in 1999.  Higher revenues and operating profit generated
by resort operations more than offset lower results from the sale
of real estate inventories.
     Revenues from golf operations increased 11%, merchandise
sales increased 12% and income from lease rents increased 26%.
These improved results were largely due to higher average green
fees, increased room occupancies at the hotels and increased
ground lease percentages from the hotels.  Revenue from The
Kapalua Villas operations increased 12% in 2000 as a result of
increased room occupancies and higher average room rates.
Commissions from Kapalua Realty operations increased 71% in 2000,
reflecting increased activity in the resale of Resort real
estate.  In addition to these revenue increases, improved
operating results in 2000 also were due to general excise tax
refunds related to prior years.
     Revenue from real estate sales decreased 21% in 2000
compared to 1999.  Contribution to operating profit from sale of
real estate inventory was $2 million in 2000 compared to $2.2
million in 1999.  In the fourth quarter of 1999, the Company
began the construction and sale of Plantation Estates Phase II, a
fourteen single-family lot subdivision at Kapalua.  Twelve of the
fourteen lots closed escrow in 1999 and the Company recognized
profits on the percentage-of-completion method.  The last two
lots closed escrow in the first quarter of 2000 and construction
of improvements was substantially complete in the second quarter
of 2000.
     In December of 2000, the Company began selling lots in
Pineapple Hill Estates, a 31 single-family lot subdivision in the
Kapalua Resort.  Twelve sales closed escrow in 2000 and all of
the proceeds were recorded as deferred revenues.  Revenue will be
recognized in 2001 on the percentage-of-completion method as
construction of the subdivision improvements takes place.

COMMERCIAL & PROPERTY
     Revenue from Commercial & Property was $5 million in 2000
compared to $4.4 million in 1999.  These revenues include gains
from land sales of $75,000 in 2000 and $223,000 in 1999.  The
operating loss from this segment was $441,000 in 2000 or 3% lower
than 1999.  The reduced loss in 2000 from the Commercial &
Property segment is primarily due to improved recoveries on
electricity sales from the Company to Kaahumanu Center
Associates.
     The Company's equity in the losses of Kaahumanu Center
Associates was $971,000 in 2000 or $71,000 higher than the loss
in 1999.  Although Kaahumanu Center minimum and percentage rents
increased in 2000, increased operating expenses, in particular
repairs and maintenance, professional fees and payroll related
expenses, more than offset the higher rental revenues.


1999 vs. 1998

CONSOLIDATED
     The Company reported consolidated net income of $4.7 million
for 1999 compared to $3.6 million for 1998.  Higher net income in
1999 was due to improved results from all of the Company's
business segments and to lower interest expense.  In addition,
net income for 1998 included an extraordinary loss of $744,000
(net of taxes) for the prepayment of $20 million of debt.
     General and administrative expenses for 1999 were higher
than 1998 by 9% or $1.3 million.  Included in 1999 were $1.1
million of deferred cost write-offs for consultants who were
engaged to analyze and develop potential strategic plans for the
Company.  These costs were charged to expense in the second
quarter of 1999 because of the then pending sale of approximately
41% of the Company's outstanding shares by certain shareholders.
Other components of the increased expense in 1999 were increased
accruals for bonus incentives for the Company's non-bargaining
personnel and a reserve for the Company's portion of costs of
filtration of certain water wells on Maui (see Note 13 to
Consolidated Financial Statements).  Partially offsetting these
increases were lower pension expense as a result of favorable
investment experiences and lower expense for postretirement
health and life insurance because of lower premium cost and a
reduction in the number of covered employees.
     Interest expense was lower in 1999 by 40% compared to 1998
as a result of lower average borrowings and interest rates and
because of a greater amount of interest capitalized in 1999.
Borrowings were lower in 1999 because a large part of the 1999
capital expenditures and other cash outflows for investing
activities were funded by cash flows from operating activities.
The higher amount of interest capitalized was due largely to
commencing construction during 1999 of the Village Course
Clubhouse and Kapalua Golf Academy.

PINEAPPLE
     Pineapple revenues decreased in 1999 by 3% or $3.1 million
compared to 1998.  Operating profit was $6.1 million in 1999
compared to $5.5 million in 1998.  Lower revenues were due
largely to a decline in case sales volume (the number of cases
sold) of canned pineapple.   Lower case sales volume was
attributed in part to a planned reduction in the acreage planted
to eliminate planting in unreliable fields with a history of low
yields.  The decrease in case volume also was attributable to a
substantial increase in imports of canned pineapple into the
United States during the second half of 1999.  The decrease in
revenues caused by lower sales volume was partially offset by
higher average prices.  Higher average prices in 1999 were
largely the result of low inventories of imports at the beginning
of the year, which kept prices firm through the first half of
1999.  Competitive pressure on prices increased in the second
half of 1999, reflecting the large increase in imports after May.
     Pineapple cost of sales decreased in 1999 by 4% or $2.8
million largely because of the decrease in case sales volume.
Average cost of sales per case of pineapple sold was higher in
1999 primarily because in 1998 there was a partial liquidation of
LIFO inventories, resulting in lower costs from prior years being
included in cost of sales.  Cost of sales for 1998 would have
been higher by $1.6 million based on current production costs for
1998.  Unit production cost in 1999 and 1998 were approximately
the same.
     Lower shipping and selling costs in 1999, as a result of the
reduction in case sales volume and decreased general and
administrative costs, more than offset increased marketing
expenses.

RESORT
     Kapalua Resort revenues, including operations and
development, increased in 1999 by 14% or $6 million compared to
1998.  Resort operating profit was $5.7 million in 1999 compared
to $5.2 million in 1998.  Approximately 30% of the revenue
increase in 1999 was due to tournament operations fees received
for hosting the Mercedes Championships in January of 1999.  Costs
and expenses to host the tournament more than offset the
tournament operations fees and were charged primarily to
marketing expense in 1999.  In 1998, Kapalua did not host a major
golf tournament; thus, the 1999 tournament expenses were the
primary reason for the increase in Resort marketing expense in
1999.
     Revenue from the sale of real estate inventories increased
3% in 1999 and the contribution to operating profit was $2.2
million in 1999 compared to $2.8 million in 1998.  In the fourth
quarter of 1999, construction and sale of fourteen single-family
lots in Plantation Estates Phase II began.  Profit was recognized
in 1999 on the percentage-of-completion method for sales that
closed prior to year-end.  Construction was substantially
complete in the second quarter of 2000.  Sale of Resort real
estate inventories in 1998 included a December 1998 sale of a 75-
acre parcel in Plantation Estates Phase II.
     Revenues from the Resort golf operations increased 8%,
merchandise sales increased 16%, income from The Kapalua Villas
rental program increased 20% and income from lease rents
increased 58%.  A large part of the increase in lease rent income
was attributable to recognizing lease rents from The Ritz
Carlton, Kapalua Hotel as of January 1, 1999.  The Company did
not recognize revenue from that ground lease since December 31,
1995, as a result of an agreement to offset lease rents against a
previous loan from the partnership that originally owned the
hotel.  As of January 1, 1999, the remaining loan balance was
canceled.  For accounting purposes, the loan was written off
against the related off site improvements in 1995.  In addition
to these lease rents, revenue increased in 1999 because of
increased hotel room occupancies throughout the Resort and at The
Kapalua Villas, as well as higher room rates at The Kapalua
Villas, an increase in paid rounds of golf and higher green fees
and cart fees.

COMMERCIAL & PROPERTY
     Revenue from Commercial & Property was $4.4 million in 1999
compared to $4.1 million in 1998.  Gains from land sales of
$223,000 in 1999 were comparable to 1998.  The segment produced
an operating loss of $454,000 in 1999 compared to $1.1 million in
1998.  The primary reason for the lower operating loss was a
reduction in the loss from Kaahumanu Center.  The Company's
equity in losses of Kaahumanu Center Associates was $900,000 in
1999 or $340,000 less than 1998.  Improved results from Kaahumanu
Center primarily reflected increased rental revenues because of
an increase in the percentage of space occupied and higher sales
reported by the tenants, higher recoveries of common area costs
and lower expense for bad debts.


LIQUIDITY AND CAPITAL RESOURCES
     At December 31, 2000, the Company's total debt, including
capital leases, was $44.5 million, an increase of $16 million
from year-end 1999.  Unused short- and long-term credit lines
available to the Company at December 31, 2000 totaled $7.9
million.  The increased debt level in 2000 primarily was the
result of negative cash flows from Pineapple operations and
construction activity at the Kapalua Resort.  In 2000, the Resort
completed construction of the Village Course Clubhouse and
Kapalua Golf Academy.  Although cash flow requirements for the
Company's Pineapple operations are seasonal, overall, cash flow
from Pineapple operations are expected to improve in 2001 as a
lower level of production is planned.  Distribution of proceeds
from the closing of condominium sales by the Kapalua Coconut
Grove LLC also is expected to contribute to debt reduction in
2001.  All of the 36 luxury beachfront condominiums, called The
Coconut Grove on Kapalua Bay, presently are under binding sales
contract.  The condominium units are scheduled for completion
beginning in April 2001 and sales are scheduled to close
thereafter.  Construction of improvements for the 31 lot
Pineapple Hill Estates subdivision is expected to begin in the
first quarter of 2001 and may result in increased debt as
proceeds received in December 2000 from the closing of twelve lot
sales were used to reduce debt in 2000.  The credit facilities
currently available to the Company are estimated to be adequate
to cover the 2001 cash requirements.
     Resort capital expenditures and planning costs are expected
to be $8.2 million in 2001.  This amount includes approximately
$4 million for replacements, the most significant being
renovation of the Bay Course and replacement of its irrigation
system.  Pineapple capital expenditures are expected to be $5.9
million in 2001 of which approximately $3.8 million is for the
replacement of existing equipment and facilities.  Other capital
expenditures and planning and entitlement costs are anticipated
to be approximately $3 million in 2001.  This includes $1.9
million for completion of the implementation and installation of
an integrated accounting and information system.
     The Company, as a partner in various partnerships, may under
particular circumstances be called upon to make additional
capital contributions (see Note 3 to Consolidated Financial
Statements).

IMPACT OF INFLATION AND CHANGING PRICES
     The Company uses the LIFO method of accounting for its
pineapple inventories. Under this method, the cost of products
sold approximates current cost and, during periods of rising
prices, the ending inventory is reflected at an amount below
current cost.  The replacement cost of pineapple inventory was
$26.5 million at December 31, 2000, which was $11 million more
than the amount reflected in the financial statements.
     Most of the land owned by the Company was acquired from 1911
to 1932 and is carried at cost.  A small portion of "Real Estate
Held for Sale" represents land cost.  Replacements and additions
to the Pineapple operations occur every year and some of the
assets presently in use were placed in service in 1934.  At
Kapalua, some of the fixed assets were constructed and placed in
service in the mid-to-late 1970s.  Depreciation expense would be
considerably higher if fixed assets were stated at current cost.

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.  At December
31, 2000, 77% of the Company's short- and long-term borrowing
commitments carried interest rates that were periodically
adjustable to the prime rate, a Federal Farm Credit Bank index
rate or to a LIBOR rate and 23% carried interest at fixed rates.
Based on debt outstanding at the end of 2000, a hypothetical
decrease in interest rates of 100 basis points would increase the
fair value of the Company's long-term debt by approximately
$388,000.  At December 31, 2000, the carrying value of the
Company's long-term debt exceeded the fair value by approximately
$314,000 as a result of a general increase in quoted interest
rates.

FORWARD-LOOKING STATEMENTS
     The Company's Annual Report to Shareholders contains forward-
looking statements (within the meaning of Private Securities
Litigation Reform Act of 1995) as to the future of new products
and new business development, future cost reductions in pineapple
operations, results of the International Trade Commission's
"Sunset Review" of antidumping duties on canned pineapple,
completion of development and close of sales of condominiums
comprising The Coconut Grove on Kapalua Bay, completion of
development and sale of Pineapple Hill Estates, extension of the
PGA TOUR and Mercedes-Benz contract for the Mercedes
Championships and 2001 expectations as to cash flow.  In
addition, from time to time, the Company may publish forward-
looking statements as to those matters or other aspects of the
Company's anticipated financial performance, business prospects,
new products, marketing initiatives or similar matters.
     Forward-looking statements contained in the Annual Report to
Shareholders or otherwise made by the Company are subject to
numerous factors (in addition to those otherwise noted in the
Company's Annual Report or in its filings with the Securities and
Exchange Commission) that could cause the Company's actual
results and experience to differ materially from expectations
expressed by the Company.  Factors that might cause such
differences, among others, include (1) changes in domestic,
foreign or local economic conditions that affect availability or
cost of funds, or the number, length of stay or expenditure
levels of international or domestic visitors, or agricultural
production and transportation costs of the Company and its
competitors or Maui retail or real estate activity; (2) the
effect of weather conditions on agricultural operations of the
Company and its competitors; (3) the success of the Company in
obtaining land use entitlements; (4) the possibility of an
unfavorable outcome in the "Sunset Review" of antidumping duties;
(5) events in the airline industry affecting passenger or freight
capacity or cost; (6) possible shifts in market demand; and (7)
the impact of competing products, competing resort destinations
and competitors' pricing.


MAUI LAND & PINEAPPLE COMPANY, INC.
Officers

President & Chief Executive Officer
Gary L. Gifford

Executive Vice President/Finance
Paul J. Meyer

Executive Vice President/Pineapple
Douglas R. Schenk

Executive Vice President/Resort
Donald A. Young

Vice President/Human Resources
J. Susan Corley

Vice President/Retail Property
Scott A. Crockford

Vice President/Land Management & Development
Warren A. Suzuki

Treasurer
Darryl Y. H. Chai

Controller & Secretary
Adele H. Sumida


Directors

Richard H. Cameron--Chairman
Private Investor

John H. Agee
President and Chief Executive Officer
Ka Po'e Hana LLC

David A. Heenan
Trustee
The Estate of James Campbell

Randolph G. Moore
Chief Executive Officer
Kaneohe Ranch

Claire C. Sanford
Co-owner
Top Dog Studio

Fred E. Trotter III
President
F. E. Trotter, Inc.

Daniel H. Case-Director Emeritus
Chairman of the Board
Case Bigelow & Lombardi

Mary C. Sanford-Director Emeritus
Retired Chairman of the Board
Maui Publishing Company, Ltd.

Compensation Committee

Fred E. Trotter III-Chairman
John H. Agee
Richard H. Cameron
Daniel H. Case
David A. Heenan
Randolph G. Moore
Claire C. Sanford
Mary C. Sanford


Audit Committee

Randolph G. Moore-Chairman
David A. Heenan
Fred E. Trotter III



PRINCIPAL SUBSIDIARIES

MAUI PINEAPPLE COMPANY, LTD.
Officers

President & Chief Executive Officer
Douglas R. Schenk

Executive Vice President/Sales & Marketing
James B. McCann

Executive Vice President/Finance
Paul J. Meyer

Vice President/Quality Assurance & Product Development
Eduardo E. Chenchin

Vice President/Agricultural Business Development
L. Douglas MacCluer

Treasurer
Darryl Y. H. Chai

Secretary
Adele H. Sumida

Controller
Stacey M. Jio

Directors

Richard H. Cameron-- Chairman
John H. Agee
Gary L. Gifford
David A. Heenan
Paul J. Meyer
Randolph G. Moore
Claire C. Sanford
Douglas R. Schenk
Fred E. Trotter III
Daniel H. Case-Director Emeritus
Mary C. Sanford-Director Emeritus


KAPALUA LAND COMPANY, LTD.
Officers

President & Chief Executive Officer
Donald A. Young

Executive Vice President/Finance
Paul J. Meyer

Vice President/Marketing
Kim D. Carpenter

Vice President/Administration
Caroline P. Egli

Vice President/Development
Robert M. McNatt

Vice President/Resort Operations
Gary M. Planos

Vice President/Kapalua Club & Villas
David M. Sosner

Treasurer
Darryl Y. H. Chai

Secretary
Adele H. Sumida

Controller
Russell E. Johnson

Directors

Richard H. Cameron-- Chairman
John H. Agee
Gary L. Gifford
David A. Heenan
Paul J. Meyer
Randolph G. Moore
Claire C. Sanford
Fred E. Trotter III
Donald A. Young
Daniel H. Case-Director Emeritus
Mary C. Sanford--Director Emeritus


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>kca00.txt
<DESCRIPTION>FINANCIAL STATEMENTS OF KAAHUMANU CENTER ASSOCIATE
<TEXT>




Kaahumanu Center Associates (A Hawaii
Limited Partnership)

Financial Statements for Each of the Three
Years Ended December 31, 2000, 1999 and
1998 and Independent Auditors' Report







INDEPENDENT AUDITORS' REPORT


To the Partners of Kaahumanu Center Associates:

We have audited the accompanying balance sheets of Kaahumanu
Center Associates (a Hawaii limited partnership) as of
December 31, 2000 and 1999, and the related statements of
operations, changes in partners' capital (deficit), and cash
flows for each of the three years in the period ended
December 31, 2000.  These financial statements are the
responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America.  Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, such financial statements present fairly, in all
material respects, the financial position of the Partnership at
December 31, 2000 and 1999, and the results of its operations and
its cash flows for each of the three years in the period ended
December 31, 2000 in conformity with accounting principles
generally accepted in the United States of America.



/S/DELOITTE & TOUCHE LLP
Honolulu, Hawaii
February 1, 2001




KAAHUMANU CENTER ASSOCIATES
BALANCE SHEETS
DECEMBER 31, 2000 AND 1999

ASSETS                                       2000            1999

Current Assets
  Cash                                    $  32,578	  $ 504,712
  Accounts receivable - less allowance of
    $95,298 and $107,707 for doubtful
    accounts	    			  1,093,832	    618,900
  Prepaid expenses                           70,905          64,305

    Total current assets                  1,197,315       1,187,917

Property
  Land and land improvements              6,054,330       6,054,330
  Building                               83,580,660      81,879,796
  Furniture, fixtures and equipment       5,182,690       5,128,820
  Construction in process                    65,071       1,348,581

    Total property                       94,882,751      94,411,527
  Accumulated depreciation               25,682,580      22,134,416

    Property - net                       69,200,171      72,277,111

Other Assets                              1,710,131       1,700,997

Total Assets                            $72,107,617	$75,166,025


LIABILITIES AND PARTNERS' CAPITAL

Current Liabilities
  Bank overdraft                          $  39,637 	         --
  Current portion of long-term debt       1,126,451      $1,018,643
  Accounts payable                          473,094         690,470
  Due to Maui Land & Pineapple
    Company, Inc.         	          1,216,086	  1,153,658
  Other current liabilities                 122,556         105,764

    Total Current Liabilities             2,977,824       2,968,535

Long-Term Debt - Less current portion    59,139,567      60,266,149

Other Long-Term Liabilities                  87,175          86,204

    Total Liabilities                    62,204,566      63,320,888

Contingencies and Commitments

Partners' Capital                         9,903,051      11,845,137

Total Liabilities and Partners' Capital $72,107,617     $75,166,025

See notes to financial statements.




KAAHUMANU CENTER ASSOCIATES
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998



                                 2000         1999          1998


Revenues
  Rental income - minimum     $7,552,188   $7,472,086    $7,235,108
  Rental income - percentage   1,372,884    1,112,419     1,029,760
  Other operating income -
    primarily recoveries
    from tenants   	       6,728,646    5,921,174     5,359,743

Total Revenues                15,653,718   14,505,679    13,624,611


Costs and Expenses
  Interest                     5,332,655    5,369,013     5,447,733
  Depreciation and
    amortization               3,685,323    3,539,544	  3,452,639
  Utilities                    3,400,142    2,668,013     2,427,054
  Payroll and related costs    2,282,740    2,087,090     1,976,969
  Repairs and maintenance        701,391      570,175       652,390
  General excise taxes           616,644      566,518       530,313
  Insurance                      333,704      366,253       278,605
  Real property taxes            327,190      315,005       314,181
  Management fee                 278,907      268,264       258,275
  Advertising and promotions     241,379      204,328       158,493
  Professional fees              207,240      143,646       175,971
  Provision for doubtful
    accounts         		  44,497       57,349	    327,914
  Other expenses                 143,992      150,751       103,414

Total Costs and Expenses      17,595,804   16,305,949    16,103,951


Net Loss                     $(1,942,086) $(1,800,270)  $(2,479,340)


See notes to financial statements.




KAAHUMANU CENTER ASSOCIATES
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998



                                              State of
                                               Hawaii
                             Maui Land &     Employees'
                              Pineapple      Retirement
                             Company, Inc.     System         TOTAL


Partners' Capital (Deficit),
  December 31, 1997          $(7,450,573)    $23,575,320    $16,124,747

Net Loss - 1998               (1,239,670)     (1,239,670)    (2,479,340)

Partners' Capital (Deficit),
  December 31, 1998           (8,690,243)     22,335,650     13,645,407

Net Loss - 1999                 (900,135)       (900,135)    (1,800,270)

Partners' Capital (Deficit),
  December 31, 1999           (9,590,378)     21,435,515     11,845,137

Net Loss - 2000                 (971,043)       (971,043)    (1,942,086)

Partners' Capital (Deficit),
  December 31, 2000         $(10,561,421)    $20,464,472     $9,903,051


See notes to financial statements.




KAAHUMANU CENTER ASSOCIATES
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

                                  2000           1999           1998

Operating Activities:
  Net loss                    $(1,942,086)   $(1,800,270)   $(2,479,340)
  Adjustments to reconcile
    net loss to net cash
    provided by operating
    activities:
    Depreciation and
	amortization            3,685,323      3,539,544      3,452,639
    Loss on property disposals         --         88,074	     --
    Increase in accounts
	receivable               (474,932)       (60,628)      (239,868)
    Increase (decrease) in
      accounts payable		 (702,026)        609,583       548,765
    Increase in noncurrent
      accounts receivable        (146,295)       (285,546)     (192,282)
    Net change in other operating
       assets and liabilities      11,165          30,747        77,282
Net Cash Provided by
    Operating Activities          431,149       2,121,504     1,167,196

Investing Activities:
  Purchases of property          (460,224)     (1,831,275)     (414,746)
  (Increase) decrease in
     restricted cash                 --        	  758,398       (30,641)
Net Cash Used in
  Investing Activities	         (460,224)     (1,072,877)     (445,387)

Financing Activities:
  Payments of long-term debt   (1,018,774)       (948,603)     (870,000)
  Proceeds from Partner
  Advances               	  536,078              --	     --
  Increase in bank overdraft       39,637              --            --
Net Cash Used in
  Financing Activities           (443,059)       (948,603)     (870,000)

Net Increase (Decrease) in Cash  (472,134)        100,024      (148,191)

Cash, Beginning of Year           504,712         404,688       552,879

Cash, End of Year                $ 32,578        $504,712      $404,688


SUPPLEMENTAL DISCLOSURE OF CASH
  FLOW INFORMATION - Cash
  paid during the year for
  interest 	               $5,328,000      $5,369,000   $ 5,448,000


SUPPLEMENTAL INFORMATION RELATING TO NONCASH INVESTING ACTIVITIES -
  Accounts payable included purchases of property of $11,000 and $75,000
  as of December 31, 2000 and 1999, respectively.

See notes to financial statements.




KAAHUMANU CENTER ASSOCIATES
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


1. ORGANIZATION

   Kaahumanu Center Associates (the Partnership) was formed on June
   23, 1993 as a limited partnership between Maui Land & Pineapple
   Company, Inc. (ML&P), as general partner, and the Employees'
   Retirement System of the State of Hawaii (ERS), as limited
   partner.  The purpose of the Partnership is to finance the
   expansion and renovation of and to own and operate the Kaahumanu
   Shopping Center (the Center).

   The Center is a regional shopping mall located in Kahului, Maui,
   and currently consists of 570,000 square feet of gross leasable
   area.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Basis of Accounting - The Partnership's policy is to prepare its
   financial statements using the accrual basis of accounting.

   Use of Estimates - The preparation of financial statements in
   conformity with generally accepted accounting principles requires
   management to make estimates and assumptions that affect the
   reported amount of assets and liabilities and disclosure of
   contingent assets and liabilities at the date of the financial
   statements and the reported amount of revenues and expenses during
   the reporting periods.  Future actual amounts could differ from
   those estimates.

   Restricted Cash - Restricted cash is a percentage of revenues
   retained for capital improvements as set forth in the Partnership
   Operating Agreement, as well as proceeds from the mortgage loan
   that were reserved for additional expansion costs.  The partners
   agreed to waive the required capital improvement reserve for the
   years ended December 31, 2000 and 1999.

   Property - Property which was contributed to the Partnership by
   ML&P is stated at ML&P's net book value at the date of
   contribution; subsequent additions are stated at cost.
   Depreciation is computed using the straight-line method over the
   estimated useful lives of the respective assets.

   Advertising and Promotion - The costs of advertising and sales
   promotion activities are expensed as incurred.

   Income Taxes - The Partnership is not subject to federal and state
   income taxes.  The distributive shares of income or loss and other
   tax attributes from the Partnership are reportable by the
   individual partners.

3. PARTNERSHIP AGREEMENTS

   Capital Contributions - ML&P contributed the land and the shopping
   center improvements as they existed prior to the expansion and
   renovation project, subject to the existing first mortgage,
   together with approximately nine acres of adjacent land which
   became part of the expanded shopping center, for a 99% interest in
   the Partnership.

   ERS originally contributed $312,000 for a 1% interest in the
   Partnership and made a loan of $30.6 million to the Partnership.
   Effective April 30, 1995, after completion of the expansion and
   renovation and the satisfaction of certain conditions, ERS
   converted its loan to capital for an additional 49% interest and
   became a 50% partner with ML&P.

   Allocations and Distributions - Profit and loss allocations and
   cash distributions of the Partnership are based on the ownership
   interests of the partners.

   ERS and ML&P each have a 9% cumulative, non-compounded priority
   right to cash distributions based on their net contributions to
   the Partnership (preferred return).  The ML&P preferred return is
   subordinate to the ERS preferred return.  For the purpose of
   calculating the preferred returns, each partner's capital
   contribution had an agreed upon value of $30.9 million on
   April 30, 1995.  The accumulated unpaid preferred returns at
   December 31, 2000 were $13 million each for ML&P and ERS.

   Management and Operations - The Partnership has an Operating
   Agreement with ML&P for the operation of the Center.  The
   Operating Agreement has an initial term of 15 years, which
   commenced when ERS became a 50% partner, with options to renew for
   four additional 10-year periods.  It provides for certain
   performance tests, which if not met, could result in termination
   of the Agreement.  The tests were not met in 2000, but termination
   of the Agreement is not presently being considered.

   ML&P, as managing partner, is responsible for the day-to-day
   management of the Partnership's business affairs.  Major
   decisions, as defined in the partnership agreement, require the
   unanimous approval of the partners.

4. RELATED PARTY TRANSACTIONS

   Pursuant to the Partnership Operating Agreement, the Partnership
   pays to ML&P an operator's fee equal to 3% of gross revenues, as
   defined.  In 2000, 1999 and 1998, ML&P charged the Partnership
   $279,000, $268,000, and $258,000, respectively, for management
   fees.

   In accordance with the Limited Partnership Agreement, the Managing
   Partner may make cash advances to the Partnership as necessary in
   order to avoid a cash flow deficit.  Such advances bear interest
   at 1% above the rate being charged the Partnership under the
   mortgage loan (see Borrowing Arrangements).  In 2000, Partner
   Advances totaled $586,000, and interest expense on the advances at
   9.57% totaled $34,000.

   The Partnership does not have any employees.  As such, ML&P
   provides all on-site and administrative personnel and also incurs
   other costs and expenses, primarily insurance, which are
   reimbursable by the Partnership.  In 2000, 1999 and 1998, ML&P
   charged the Partnership $2,637,000, $2,417,000 and $2,303,000,
   respectively, for payroll and other costs and expenses.

   ML&P generates a portion of the electricity which is used by the
   Center.  In 2000, 1999 and 1998, ML&P charged the Partnership
   $3,049,000, $2,263,000 and $2,144,000, respectively, for
   electricity.

   Amounts due to ML&P for management fees, electricity, Partner
   Advances, and reimbursable costs were $1,216,000 and $1,154,000 as
   of December 31, 2000 and 1999, respectively.

5. OTHER ASSETS

   Other assets at December 31, 2000 and 1999 consisted of the following:

                                2000                1999

   Deferred costs            $ 582,010           $ 719,171
   Noncurrent accounts
     receivable              1,128,121	           981,826

    Total other assets      $1,710,131          $1,700,997

   Deferred costs are primarily leasing consultation costs and are
   net of amortization of $983,000 and $845,000, respectively, at
   December 31, 2000 and 1999.

   Noncurrent accounts receivable represents the excess of minimum
   rental income recognized on a straight-line basis over amounts
   receivable according to the provisions of the lease, after
   deducting an estimated amount for amounts not recoverable.

6. BORROWING ARRANGEMENTS

   The Partnership has a mortgage loan which bears interest at 8.57%
   and is payable in monthly installments of $526,000, including
   interest, through 2005 when the entire balance is payable.  The
   loan is collateralized by the Center and is nonrecourse except for
   the first $10 million, which is guaranteed by ML&P until the
   Center attains a defined level of net operating income.

   Scheduled principal maturities for the next five years from 2001
   through 2005 are as follows:  $1,126,000, $1,228,000, $1,339,000,
   $1,459,000 and $1,659,000, respectively.

7. LEASES

   Tenant leases of the Center provide for monthly base rent plus
   percentage rents and reimbursement for common area maintenance and
   other costs.  Future minimum rental income to be received under
   non-cancelable operating leases aggregates $48,453,000 and is
   receivable during the next five years (2001 through 2005) as
   follows:  $7,068,000, $6,747,000, $6,618,000, $5,850,000,
   $4,386,000, respectively, and $17,784,000 thereafter.

8. CONTINGENCIES AND COMMITMENTS

   The Partnership had commitments under signed contracts totaling
   $124,000 at December 31, 2000.

9. CONCENTRATION OF CREDIT RISK

   The Partnership extends credit to its tenants in the course of its
   leasing operations.  The creditworthiness of existing and
   potential tenants is evaluated and under certain circumstances a
   security deposit is required.

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