-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 L69aEYZYzgQiJKcXeUQEWqvd9Kj8GNwCTIF4fUgHxKUwa3OMWuAUofwsobXVUI/J
 2GIy1dKvPTxGiBn6k1aauw==

<SEC-DOCUMENT>0000063330-02-000004.txt : 20020415
<SEC-HEADER>0000063330-02-000004.hdr.sgml : 20020415
ACCESSION NUMBER:		0000063330-02-000004
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20011231
FILED AS OF DATE:		20020322

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:		1934 Act
		SEC FILE NUMBER:	001-06510
		FILM NUMBER:		02582350

	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>form10k.txt
<DESCRIPTION>2001 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, 2001
                               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 12, 2002, of the
voting stock held by non-affiliates of the registrant:
$163,704,000.

     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 12, 2002
Common Stock, no par value              7,195,800 shares

Documents incorporated by reference:
Parts I, II and IV -- Portions of the 2001 Annual Report to
Security Holders.
Part III - Portions of Proxy Statement dated March 25, 2002.
Exhibit Index--pages 17-19.







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 14 to Consolidated
Financial Statements on page 18 of the Maui Land & Pineapple
Company, Inc. 2001 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 93% of the
     fruit processed in 2001.  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 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.
          Royal Coast Tropical Fruit Company, Inc. (a wholly
     owned subsidiary of Maui Pineapple Company, Ltd.) was
     established to market pineapple products produced outside of
     the state of Hawaii.
                    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 2001, approximately 20 domestic customers accounted
     for about 79% of the Company's pineapple sales.  Export
     sales, primarily to Japan, Canada and Western Europe,
     amounted to approximately 2.1%, 3.3% and 3.4% of total
     pineapple sales in 2001, 2000 and 1999, respectively.  Sales
     to the United States government, mainly the Department of
     Agriculture, amounted to approximately 19.2%, 12.3% and 9.7%
     of total pineapple sales in 2001, 2000 and 1999,
     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 U.S. West Coast 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 sewer 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 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 benefits 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 commercial Town Center, resort spa and additional
     residential development.
          The Company has begun the planning and entitlement
     process for a proposed expansion of the Kapalua Resort into
     approximately 925 acres of Company-owned lands located
     upslope of the Resort.  If and when necessary governmental
     approvals are secured and the development proceeds, this
     expansion would, under current plans, include a possible
     expansion to the Resort's Village Golf Course, development
     of up to 690 single and multifamily residential units, and
     commercial components.
          During 2001, the company recognized profit on 20 of the
     31 lots in the Pineapple Hill Estates single-family
     subdivision.  Construction of Pineapple Hill Estates
     subdivision improvements began in the first quarter of 2001
     and was substantially completed during the fourth quarter of
     2001.
          In 1997, the Company and YCP Site 29, Inc. (YCP),
     formed a 50/50 joint venture, Kapalua Coconut Grove LLC, to
     develop a 12-acre parcel adjacent to the hotel.  YCP
     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 and the units were completed in 2001.  In 2001, the
     sale of all 36 condominium units closed escrow as title was
     delivered to the buyers upon completion of the individual
     residencesunits.
          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 2001, approximately 20% of the visitors to Maui were
     international travelers and 80% 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 2006.  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
          Queen Ka'ahumanu Center (formerly Kaahumanu Center) is
     the largest retail and entertainment center on Maui with a
     gross leasable area (GLA) of approximately 570,000 square
     feet.  Queen Ka'ahumanu 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, 2001, 131 tenants occupied 96% of the available GLA.
     Queen Ka'ahumanu 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 2.1
     million square feet of retail space.  Queen Ka'ahumanu
     Center's primary competitors are the Maui Mall and the Maui
     Marketplace, both located within three miles of Queen
     Ka'ahumanu Center.
          Napili Plaza is a 45,000 square foot retail and
     commercial office center located in West Maui.  As of
     December 31, 2001, 22 tenants occupied 80% of the GLA.
     Napili Plaza faces competition from several retail locations
     in the Napili area, which have approximately 231,000 square
     feet of retail spaceGLA.
          The Company's land entitlement and management
     activities are included in the Commercial & Property
     segment.  Land entitlement is a lengthy 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 the community and with regulatory
     agencies and legislative bodies at all levels of government
     to obtain necessary entitlements consistent with the needs
     of the community.
          For further information regarding Commercial & Property
     operations, see Management's Discussion and Analysis of
     Financial Condition and Results of Operations.

     (4)  Employees
          In 2001, the Company employed approximately 1,830
     employees.  Pineapple operations employed approximately 510
     full-time and approximately 750 seasonal or intermittent
     employees.  Approximately 57% of the Pineapple operations
     employees were covered by collective bargaining agreements.
     Resort operations employed approximately 460 employees, of
     which approximately 12% were part-time employees and
     approximately 30% 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 $1,073,000 in
     2001, $984,000 in 2000 and $839,000 in 1999.
          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 15 to Consolidated
     Financial Statements.  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.
          The Company has a commitment relating to the
     remediation of certain pesticide-contaminated soilexpects to
     remediate certain soils on a Company-owned development
     parcel that contain pesticide residues, as described in Note
     15 to Consolidated Financial Statements.  The cost of
     remediation will depend on the various alternatives as to
     use of the property and the method of remediation.  Until
     the Company makes further progress on obtaining the proper
     entitlements for the parcel, the ultimate use of the
     property remains uncertain and therefore an estimate of the
     remediation cost cannot be made.

(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 2002 or
at such time as their successors are elected.

Gary L. Gifford (54)     President and Chief Executive Officer
                         since 1995

Paul J. Meyer (54)       Executive Vice President/Finance since
                         1984

Douglas R. Schenk (49)   Executive Vice President/Pineapple since
                         1995

Donald A. Young (54)     Executive Vice President/Resort &
                         Commercial Property since 2001;
                         Executive Vice President/Resort since
                         1995

J. Susan Corley (58)     Vice President/Human Resourses since
                         2000;
                         Director/Human Resourses 1998 to 2000;
                         Director/Industrial Relations of
                         Reynolds Metals Co., Inc. 1994 to 1998

Scott A. Crockford (46)  Vice President/Retail Property since
                         1995

Robert M. McNatt (55)    Vice President/Land Planning &
                         Development since 2001; Vice
                         President/Development of Kapalua Land
                         Company since 1996

Warren A. Suzuki (49)    Vice President/Land & Water Asset
                         Management since 2001; 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 $25 million revolving credit facility;
(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 $4,629,000 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.  Thirteen leases expiring at various dates through 2018
cover the balance of the leased property.  The aggregate land
rental for all leased land was $583,000 in 2001.

Item 3.   LEGAL PROCEEDINGS
     On April 5, 2001, the Company filed a lawsuit against Del
Monte Fresh Produce Company, Del Monte Fresh Produce (N.A.), and
Del Monte Fresh Produce (Hawaii), Inc. (collectively, Del Monte
Fresh), Maui Pineapple Company, Ltd., et al. v. Del Monte Fresh
Produce (Hawaii), Inc., et al. Civil No. 01-1-0173(1), (Circuit
Court of the Second Circuit, State of Hawaii).  Del Monte Fresh
is one of the Company's principal competitors in the fresh
pineapple products business.  In this lawsuit, the Company
maintains that it co-owns and has the right to grow, develop,
market, license and otherwise use two hybrid pineapple varieties
that were jointly developed by the Company and the predecessor of
Del Monte Fresh through the Pineapple Research Institute of
Hawaii.  The first hybrid, which the Company refers to as "73-50"
and which Del Monte Fresh refers to as "CO-2" is marketed by the
Company under its "Hawaiian Gold" registered trademark.  The
second hybrid, which the Company refers to as "73-114" and which
Del Monte Fresh refers to as "MD-2" is marketed by the Company
outside the United States under its "Royal Coast" label and is
marketed by Del Monte Fresh as "Del Monte Gold - Extra-Sweet
Pineapple" registered trademark.  Del Monte Fresh disputes the
Company's co-ownership of and rights to these hybrids.  In the
lawsuit, the Company seeks declaratory relief regarding its
co-ownership and rights as well as monetary damages, restitution,
injunctive relief, legal fees and costs and punitive damages.
Del Monte Fresh disputes the Company's co-ownership of and rights
to these hybrids and has asserted a counterclaim against the
Company seeking declaratory relief as well as damages.  Discovery
is ongoing in this action
and no trial date has been set.

     On April 12, 2001, the Company filed a separate lawsuit
against Del Monte Fresh as well as Fresh Del Monte Produce, Inc.
and Del Monte Corporation, Maui Pineapple Company, Ltd., et al.
v. Del Monte Corporation, et al., Case No: C 01-01449 CRB, in the
United States District Court For the Northern District of
California (San Francisco Division).  In this lawsuit, the
Company maintains that the defendants have, in their marketing of
pineapple and other fruit and vegetable products, infringed on
and diluted the Company's "Hawaiian Gold" registered trademark in
violation of the federal Lanham Act and state and common law
prohibitions on unfair competition, dilution, and trademark and
advertising infringement.  The Company seeks preliminary and permanent
injunctive relief, compensatory damages, restitution, attorney's
fees, legal costs, treble damages and punitive damages.  One of
the defendants in this action, Del Monte Fresh Produce N.A.,
Inc., has filed a counterclaim alleging that the Company has
infringed on its patent on one of the pineapple hybrid varieties
that is the subject of the Second Circuit Court, State of Hawaii
action that is described in the paragraph above.  In that
counterclaim, Del Monte seeks injunctive relief, damages, treble
damages, interest and attorneys' fees.  Discovery is ongoing in
this action and no trial date has been set.

     On September 11, 2001, a complaint against the Company, Del
Monte Fresh Produce (Hawaii) Inc. v. Maui Pineapple Company,
Ltd., Civil No. 01-1-2671-09, was filed in the First Circuit
Court of the State of Hawaii.  Maui Pineapple Company (defendant)
is the owner of trade secrets consisting of a combination of
patented and unpatented inventions, technical information,
technology, information and expertise required to construct and
operate a machine known as the Maui Pine 1960 Ginaca Machine.  A
Ginaca machine is a device that peels, cores and otherwise
prepares pineapples.  In 1979, defendant and Del Monte
Corporation (an entity unrelated to the plaintiff) entered into a
License Agreement whereby under certain conditions and
restrictions, Del Monte Corporation was allowed to build and to
use defendant's trade secrets.  The suit alleges that the
defendant is unjustly prohibiting use of the trade secrets by
plaintiff.  The plaintiff seeks declaratory relief and legal and
other costs.  On September 24, 2001, defendant filed a
counterclaim citing that the plaintiff was not a party to the
License Agreement, that the License Agreement prohibited
assignment or sub-licensing under any circumstances, and that use
of the defendant's trade secrets by plaintiff is wrongful and
unauthorized.  Defendant seeks declaratory judgment, injunctive
relief, damages, punitive and/or exemplary damages and legal
costs.  At a conference with the trial judge on October 5, 2001,
plaintiff agreed not to use the trade secrets outside of the
state of Hawaii.  The parties have filed cross motions for
summary judgment on their claims.  No trial date has been set.


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 20 of the Maui Land & Pineapple Company, Inc. 2001 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. 2001 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. 2001 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. 2001 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. 2001 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 25, 2002, 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 10 through 14 and under the subcaption
"Directors' Meetings and Committees" on page 8 of the Maui Land &
Pineapple Company, Inc. Proxy Statement, dated March 25, 2002, 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 25, 2002, 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 14 of the
Maui Land & Pineapple Company, Inc. Proxy Statement, dated March
25, 2002, 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, 2001 and 2000
     Consolidated Statements of Operations and Retained Earnings
      for the Years Ended December 31, 2001, 2000 and 1999
     Consolidated Statements of Comprehensive Income for the
      Years Ended December 31, 2001, 2000 and 1999
     Consolidated Statements of Cash Flows for the Years Ended
      December 31, 2001, 2000 and 1999
     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, 2001, 2000 and 1999.

     (a)  3.   Exhibits
     Exhibits are listed in the "Index to Exhibits" found on
pages 17 to 19 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, 2001, 2000 and 1999 are filed as
exhibits.  The Financial Statements of Kapalua Coconut Grove, LLC
for the Years Ended December 31, 2001, 2000 (unaudited) and 1999
(unaudited) 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, 2001 and 2000 and for each of the three years in the
period ended December 31, 2001, and have issued our report
thereon, dated February 12, 2002.  Such consolidated financial
statements and report are included in your 2001 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 12, 2002






                                                                SCHEDULE II

                    MAUI LAND & PINEAPPLE COMPANY, INC.
                              AND SUBSIDIARIES

                     VALUATION AND QUALIFYING ACCOUNTS
            FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999


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

Allowance for
 Doubtful Accounts
     2001       $1,043      $  245      $     6        $(588)       $ 706

     2000          793         465                      (215)       1,043

     1999 (c)      504         291           161        (163)         793



(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 22, 2002                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 22, 2002
     Richard H. Cameron
     Chairman of the Board

By   /S/PAUL J. MEYER                   Date    MARCH 22, 2002
     Paul J. Meyer
     Executive Vice President/Finance
     (Principal Financial Officer)

By   /S/ADELE H. SUMIDA                 Date    MARCH 22, 2002
     Adele H. Sumida
     Controller & Secretary
     (Principal Accounting Officer)

By   /S/JOHN H. AGEE                    Date    MARCH 22, 2002
     John H. Agee
     Director

By   /S/DAVID A. HEENAN                 Date    MARCH 22, 2002
     David A. Heenan
     Director

By   /S/RANDOLPH G. MOORE               Date    MARCH 22, 2002
     Randolph G. Moore
     Director

By   /S/CLAIRE C. SANFORD               Date    MARCH 22, 2002
     Claire C. Sanford
     Director

By   /S/FRED E. TROTTER III             Date    MARCH 22, 2002
     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.  Exhibit 4.1(iv) to Form 10-K for
          the year ended December 31, 2000.
    (v)   Loan Modification Agreement (June 2001), effective as of
          June 30, 2001.  Exhibit 4.1(v) to Form 10-Q for the quarter ended
          September 30, 2001.
    (vi)* Loan Modification Agreement (September 2001),
          effective as of September 30, 2001.
    (vii)*Amended and Third Restated Revolving Credit and
          Term Loan Agreement, dated as of December 31, 2001.

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.
    (iv)  Amendment to Loan Agreement entered into on March 23, 2001
          and effective as of December 31, 2000.  Exhibit (4)A to Form 10-Q
          for the quarter ended March 31, 2001.
    (v)*  Amendment to Loan Agreement, made as of December 31, 2001.

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. 2001 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, 2001, 2000
          and 1999.

99.2*     Financial Statements of Kapalua Coconut Grove, LLC
          for the years ended December 31, 2001, 2000 (unaudited)
          and 1999 (unaudited).

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>loanexhibit41vi.txt
<DESCRIPTION>LOAN MODIFICATION AGREEMENT (SEPTEMBER 2001)
<TEXT>

                   LOAN MODIFICATION AGREEMENT
                        (September 2001)

     THIS  AGREEMENT effective as of September 30, 2001,  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 purchased the interests of  BOA  under
the Original Loan Agreement and the other Loan Documents referred
to therein;

     WHEREAS,  the parties hereto entered into that certain  1999
Loan  Modification Agreement dated as of December 30, 1999,  that
certain  2000  Loan Modification Agreement dated June  30,  2000,
that certain Loan Modification Agreement (December 2000) dated as
of   December  11,  2000,  and  that  certain  Loan  Modification
Agreement (June 2001) dated as of June 30, 2001;

     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; 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)  Current Ratio.  Section 5.1(e)(1) of the Second
Restatement is amended to read as follows:

               (1)   A  Current Ratio of not less  than
          1.90;   provided,  however,  that  Borrower's
          Current  Ratio  for the fiscal quarter  ended
          September  30, 2001, shall be not  less  than
          1.50.

     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 on a pro rata basis, a $1,000.00 work
fee; and

	  (b)  Borrower shall reimburse the Agent for attorneys'
fee incurred by the Agent for the preparation of this Agreement.

     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/JOHN P. MCKENNA
   Paul J. Meyer                    John P. McKenna
  Its Executive Vice President/    Its Assistant Vice President
        Finance

By:/S/GARY L. GIFFORD
   Gary L. Gifford               FIRST HAWAIIAN BANK
  Its President
                                 By:/S/LANCE A. MIZUMOTO
                                    Lance A. Mizumoto
KAPALUA LAND COMPANY, LTD.         Its Vice President

By:/S/PAUL J. MEYER
   Paul J. Meyer                 CENTRAL PACIFIC BANK
  Its Executive Vice President/
        Finance                  By:/S/ROBERT D. MURAKAMI
                                    Robert D. Murakami
By:/S/ADELE H. SUMIDA              Its Vice President
   Adele H. Sumida
  Its Secretary



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>thirdrestatedrtl.txt
<DESCRIPTION>AMENDED AND THIRD RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT
<TEXT>

           AMENDED AND THIRD RESTATED REVOLVING CREDIT
                     AND TERM LOAN AGREEMENT


     THIS  AMENDED AND THIRD RESTATED REVOLVING CREDIT  AND  TERM
LOAN  AGREEMENT (the "Amendment and Restatement"),  dated  as  of
December 31, 2001, 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"),  AMERICAN   AGCREDIT,   PCA,   a
corporation or association organized and existing under the  laws
of  the United States of America ("PCA"), (BOH, FHB, CPB and  PCA
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 hereinbelow and in the  Agency
Agreement referred to below (in such capacity, the "Agent").

                      W I T N E S S E T H:

     WHEREAS,  the  Borrower, BOH, FHB, CPB and BANK  OF  AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION ("BOA") (BOH, FHB, CPB and
BOA,  collectively, the "Original Lenders") and the Agent entered
into that certain Revolving and Term Loan Agreement, dated as  of
December 31, 1992 (the "Original Loan Agreement"), which Original
Loan   Agreement  established  a  credit  facility  (the  "Credit
Facility") in favor of Borrower in the original principal  amount
of $40,000,000.00;

     WHEREAS,  the  Original  Loan  Agreement  was  amended   and
supplemented by:  First Loan Modification Agreement, dated as  of
March  1,  1993; letter agreements dated April 30, 1993 and  June
24, 1993; Second Loan Modification Agreement, dated September  8,
1993;  Third  Loan  Modification Agreement, dated  September  30,
1993;  Fourth Loan Modification Agreement, dated March  8,  1994;
Fifth Loan Modification Agreement, dated effective as of December
31,  1994; Sixth Loan Modification Agreement, dated effective  as
of  March  31,  1995; Seventh Loan Modification  Agreement  dated
effective  as  of  December  31, 1995;  each  by  and  among  the
Borrower, the Original Lenders and the Agent;

     WHEREAS,  BOH,  FHB and CPB acquired the  interests  of  BOA
under  the  Original Loan Agreement, as amended,  and  the  other
"Loan Documents" referred to therein;

     WHEREAS, the Original Loan Agreement is further amended  by:
Amended  and  Restated Revolving Credit and Term  Loan  Agreement
dated December 4, 1996; letter agreement dated February 21, 1997;
First Loan Modification Agreement dated December 31, 1997; Second
Loan   Modification  Agreement  dated  March  17,  1998;   letter
agreement  dated  November 13, 1998; Amended and Second  Restated
Revolving Credit and Term Loan Agreement dated as of December  4,
1998 ("Second Restatement"); Loan Modification Agreement dated as
of  December 30, 1999; letter agreement dated February  9,  2000;
Loan  Modification  Agreement  dated  June  30,  2000;  and  Loan
Modification  Agreement effective as of December 11,  2000;  Loan
Modification  effective  as of June 30, 2001;  Loan  Modification
effective  as of September 30, 2001; each by and among  Borrower,
BOH,   FHB,  CPB  and  Agent  and,  in  the  case  of  said  Loan
Modification Agreement effective as of December 11, 2000 and June
30, 2001, KAPALUA LAND COMPANY, LTD., a Hawaii corporation;

     WHEREAS,   the  Second  Restatement,  among  other   things,
establishes  a  development line in  favor  of  Borrower  in  the
principal  amount  of  $15,000,000,  being  the  "Village  Course
Facility" described in the Second Restatement;

     WHEREAS,  the Aggregate Loan Commitment (as defined  in  the
Original  Loan  Agreement, as amended) with  respect  the  Credit
Facility,   exclusive  of  said  Village  Course   Facility,   is
$15,000,000;

     WHEREAS, PCA has acquired interests in the Credit Facility;

     WHEREAS,  the parties hereto wish to terminate said  Village
Course  Facility  and,  upon such termination,  to  increase  the
Aggregate Loan Commitment with respect to the Credit Facility  to
$25,000,000;

     WHEREAS, for their mutual convenience, the parties  wish  to
restate  the Original Loan Agreement to reflect their  agreements
as  of  the  date  hereof with respect to  the  Credit  Facility,
subject to the satisfaction of the conditions precedent set forth
in  Section  3.2 hereof, all as set forth in this  Amendment  and
Restatement;

     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  that  effective on the Effective Date (as defined  below),
the  terms  and  provisions of the Original  Loan  Agreement  are
amended and restated to read in their entirety as follows:

                      I.   Revolving Credit

     1.1  In General.  Subject to the terms of the Loan Agreement,
the Lenders hereby establish a credit facility in favor of the
Borrower  (the  "Credit Facility") under which the  Lenders  will
severally extend credit to the Borrower as follows:

          (a)  Revolving Loans. On the terms and provisions and
subject to the satisfaction of the conditions stated in the Loan
Agreement, each  Lender  hereby severally agrees to make  loans
("Revolving Loans") to the Borrower, from time to time and at any
time prior to the Expiry Date (the "Revolving Loan Period"), each
in a principal amount equal to such Lender's Individual Loan
Commitment Percentage of the total amount to be borrowed  on  any
occasion;  provided,  however, that (1) the  aggregate  principal
amount  at any one time outstanding of all Loans under the Credit
Facility  shall  not exceed $25,000,000.00 ("the  Aggregate  Loan
Commitment"), (2) no Lender shall be obligated to make  Loans  to
the Borrower under the Credit Facility which shall exceed, in the
aggregate  principal  amount at any one  time  outstanding,  such
Lender's  Individual Loan Commitment, (3) each  advance  of  Loan
proceeds  under the Credit Facility shall be made by the  several
Lenders  ratably,  in a principal amount equal to  such  Lender's
Individual Loan Commitment Percentage of the total amount  to  be
borrowed on any occasion, (4) no Lender shall have any obligation
or  liability to the Borrower or any other Person as a result  of
the  failure  of  another of the Lenders to observe  any  of  its
obligations under the Loan Agreement, and (5) no Lender  (in  its
capacity as such) shall have any obligation or liability  to  the
Borrower  or any other Person as a result of the failure  of  the
Agent  to observe any of its obligations under the Loan Agreement
or  the  Agency Agreement.  During the Revolving Loan Period  the
Borrower  may  borrow,  repay  without  penalty  or  premium  and
reborrow under the Credit Facility, either the full amount of the
Aggregate  Loan Commitment or any lesser sum, provided  that  any
borrowing hereunder shall be in an amount not less than $500,000,
and  an  integral  multiple of $100,000, and  provided  that  any
voluntary  prepayment of the Credit Facility during the Revolving
Loan Period shall be in an amount not less than $250,000, and  an
integral multiple of $50,000.  Principal of and interest  on  the
Revolving Loans shall be paid by the Borrower at the times and in
the  manner  stated  in  the Notes and  in  the  Loan  Agreement,
including, without limitation, Section 1.6 below.

	    (b)  Term Loans. Subject to the satisfaction of all
terms and conditions of the Loan Agreement, including, without
limitation Section 3.3 hereof, each Lender severally agrees to
make a term loan ("Term Loan") to the Borrower on the Expiry Date,
in an amount equal to the aggregate principal amount of the
Revolving Loans then outstanding and owing by the Borrower to such
Lender.  The proceeds of each Term Loan to be made by each Lender
shall be used to repay in full the Revolving Loans outstanding
with respect to such Lender on the date of the making of the Term
Loan.  Term Loans may not be reborrowed.  Principal of and
interest on the Term Loans shall be paid by the Borrower at the
times and in the manner stated in the Term Notes and in the Loan
Agreement, including, without limitation, Section 1.6 below.

     1.2  Purpose.  The proceeds of the Revolving Loans shall be
used exclusively for general corporate purposes including working
capital.   The  proceeds  of  the  Term  Loans  shall   be   used
exclusively to refinance the Revolving Loans.

     1.3  Security.  The Credit Facility and Loans shall be
secuerd by liens on or security interests in the following
collateral ("Collateral"), which liens or security interests shall
be of first priority unless otherwise approved by the Lenders:
the land and improvements, situate at Kapalua, Maui, Hawaii, known
as the Village Golf Course, the Plantation Golf Course and the Bay
Golf Course.  The loan to value ratio with respect to the
Collateral shall not exceed 50%, as determined by a limited
summary appraisal in form and substance and by an appraiser
satisfactory to Agent.

	1.4  Requests for Loans or Credit.  Subject to the provisions
of Articles II and III, Section 1.5 and other terms and conditions
of this Agreement, the Borrower shall have the option on any
Business Day during the Revolving Loan Period to obtain new
Revolving Loans by delivering to the Agent a written and
completed  "Notice of Loan/Conversion" in the form of Exhibit A
attached hereto.  A Notice of Loan/Conversion must arrive no
later than noon (Hawaii Standard Time) on the date either two (2)
or three (3) Business Days prior to the proposed disbursement
date in the case of a Base Rate Loan or a LIBOR Loan,
respectively.  If the Borrower fails to timely notify the Agent
of the Borrower's selection of a new Interest Period prior to the
expiration  of  any  current  Interest  Period,  such  Loan  will
automatically be converted to a Base Rate Loan upon expiration of
the current Interest Period.

Unless  otherwise  directed  in  writing  by  the  Borrower,  all
proceeds  of Revolving Loans shall be credited to the  Borrower's
Deposit Account No. 61-058745, maintained with Bank of Hawaii.

     1.5  Conversions of Base Rate Loans to LIBOR Loans.  Subject
to the provisions of Article II and other terms and conditions in
this  Agreement,  the  Borrower shall  have  the  option  on  any
Business Day (the "Conversion Date") to convert all or a  portion
of the outstanding principal amount of Base Rate Loans to a LIBOR
Loan  by  giving Agent a Notice of Loan/Conversion at the Payment
Office  no  later than noon (Hawaii Standard Time)  on  the  date
three  (3)  Business Days prior to the proposed Conversion  Date;
provided  that  if an Event of Default is then in existence,  the
Borrower  may  not  convert a Base Rate Loan  to  a  LIBOR  Loan.
Although  no  repayment  shall  actually  be  required  upon  any
conversion, the proceeds thereof shall, for bookkeeping purposes,
be  deemed  to  be  applied  directly to  repay  the  outstanding
principal  amount of the Loans being converted.  If the  Borrower
fails to timely notify Agent of the Borrower's selection of a new
Interest  Period prior to the expiration of any current  Interest
Period for an Loan, such Loan will automatically be converted  to
a  Base Rate Loan upon expiration of the current Interest Period.
LIBOR  Loan  amounts  shall be in minimums  of  $500,000  and  in
multiples  of  $100,000,  with  at  most  six  (6)  LIBOR   Loans
outstanding at any one time.

	1.6  Interest; Repayment of Loans.
           (a)  Interest Rate.  The Borrower agrees to pay interest
on the outstanding  principal balance of the Loans pursuant to the
following  interest rate options that the Borrower may select  in
accordance with the provisions of this Agreement:

               (1)  The Base Rate in effect from time to time; or

		   (2)  LIBOR plus the Applicable Margin.

          The  "Applicable Margin" shall be determined  based  on
          Borrower's Recourse Debt to Net Worth ratio as follows:


           Recourse Debt      Applicable Margin  Applicable Margin
           Net/Worth          for Revolving      for Term Loans
                              Loans


           less than or        1.50 percentage   1.75 percentage
           equal to 0.20           points             points


           greater than 0.20   1.75 percentage   2.00 percentage
           but less than or        points             points
           equal to 0.40


           greater than 0.40   2.00 percentage   2.25 percentage
           but less than or        points             points
           equal to 0.60


           greater than 0.60   2.25 percentage   2.50 percentage
           but less than or        points             points
           equal to 0.80


           greater than 0.80   2.50 percentage   2.75 percentage
                                   points             points



          Any floating rate of interest will increase or decrease
          during  the  term  of this Agreement  if  there  is  an
          increase  or decrease in the rate to which the floating
          rate  is tied.  If the rate to which the floating  rate
          is tied is no longer available, the Agent will choose a
          new rate that is based on comparable information.

          Any  change in the Applicable Margin shall take  effect
          on the first day of the second fiscal quarter following
          the  date  as  of  which  such  Applicable  Margin   is
          determined.    For   example,  the  Applicable   Margin
          effective  on July 1, shall be based on the  Borrower's
          Recourse  Debt  to  Net Worth ratio as  of  the  fiscal
          quarter ending March 31.

          Interest   hereunder  shall  be   computed,   but   not
          compounded, daily on the basis of the rate of  interest
          then  in effect.  A change in the Base Rate shall  take
          effect on the date upon which a change in the Base Rate
          is announced and made effective by Bank of Hawaii, with
          or without notice to the Borrower.  With respect to any
          LIBOR Loan, interest will be calculated at a fixed rate
          for  the applicable Interest Period.  Interest and fees
          hereunder shall be computed on the basis of the  actual
          number  of days elapsed between payments and a  365-day
          year  (or  a 366-day year in leap years) in respect  of
          any  Base Rate Loan or a 360-day year in respect of any
          LIBOR Loan.

          In  no event shall the Borrower be obligated to pay any
          amount  under  the  Loan Agreement   that  exceeds  the
          maximum  amount  allowable  by  law.   If  any  sum  is
          collected  in  excess of the applicable maximum  amount
          allowable  by  law,  the  excess  collected  shall,  at
          Agent's  discretion, be applied to reduce the principal
          balance of the Loans or returned to the Borrower.

          (b)  Repayment of Loans.

               (1)  Payment Schedule - Revolving Loans.  Borrower
agrees to repay the Revolving Loans as follows:

                    (i)  The Borrower agrees to make quarterly
payments of all accrued interest on the outstanding principal
balance of each Base Rate Loan on the last day of each of March,
June, September and December during the term of the Loan Agreement.

			  (ii) The Borrower agrees to pay interest on the
unpaid principal amount of each LIBOR Loan on the earlier of i) the
last day of the Interest Period or ii) the last day of each three-
month interval occurring during the Interest Period.

			  (iii) On the Expiry Date, the Borrower agrees
to pay the amount, if any, by which the aggregate outstanding
principal balance of the Revolving Loans exceeds $15,000,000.00.

               (2)  Payment Schedule - Term Loans.  Borrower
agrees to repay the Term Loans as follows:

                    (i)  The Borrower agrees to make quarterly
payments of all accrued interest on the outstanding principal
balance of each Base Rate Loan on the last day of each of March,
June, September and December during the term of this Agreement.

			  (ii) The Borrower agrees to pay interest on
the unpaid principal amount of each LIBOR Loan on the earlier of
i) the last day of the Interest Period or ii) the last day of each
three-month interval occurring during the Interest Period.

			  (iii)Commencing on the last day of June, 2004,
and continuing on the last day of every sixth month thereafter
until the Term Loans are paid in full, Borrower agrees to pay
installments of principal equal to 1/6 of the aggregate principal
balance of the Term Loans as of January 1, 2004.

			  (iv) The Borrower agrees to pay in full on or
before the Maturity Date all principal and accrued interest then
outstanding under the Term Loans.

               (3)  Currency, Place and Dates of Payments.  No
payment or prepayment of principal under any of the Notes shall
be made without a concurrent payment or prepayment of principal
under the other Notes, and all principal amounts paid or prepaid
on the Notes shall be shared among the Lenders pro rata, in
accordance with their respective Individual Loan Commitment
Percentages.  Payments to be made under the Loan Agreement to the
Lenders shall be made in United States money in immediately
available funds at the Agent's address stated below, or at such
other place as the Agent shall have designated by written notice
to the Borrower.  Any payment due on a day that is not a Business
Day shall be made on the next succeeding Business Day and the
extension of time shall be included in the computation of interest.
Any  payment received by the Agent after 11:00 a.m. shall not be
credited until the next Business Day.

		   (4)  Evidence of Making and Repayment of Loans.
The Agent's records evidencing the date of disbursement and
principal amount of each Loan and the amounts of all repayments of
principal and payments of interest on each Loan shall constitute
prima facie evidence of the making and repayment of such Loans and
of the payment of such interest.  However, the Agent's making of
erroneous notations in its records shall not affect the Borrower's
obligation to repay the outstanding balance of principal under a
Loan, and accrued interest thereon, as provided in the Loan
Agreement.

		    (5)  Prepayments.  The Borrower may prepay any
Base Rate Loan at any time, in whole or in part, without prepayment
penalty.  Partial prepayments shall be applied against required
payments of the most remote maturity, and will not extend the dates
or change the amounts of subsequent installment payments.

                (6)  Application of Payments.  During the existence
of an Event of  Default, payments under the Loan Agreement may be
applied by the Lenders to the indebtedness evidenced by the Loan
Agreement in any manner the Majority of Interest of the Lenders
deems appropriate.  The priority of application elected by the
Lenders on any one occasion shall not determine any such election
in the future.   Provided that an Event of Default shall not have
occurred  and  be  continuing, payments under the  Loan  Document
shall  be  applied first to payment of sums, other than principal
or  interest, then payable by Borrower under the Loan  Agreement,
then  to  accrued  interest then due  and  payable  and  then  to
principal.

	1.7  Evidence of Indebtedness; Loan Documents.  The Loans
and Credit Facility are or are to be evidenced and/or secured by
the Loan Agreement, Master Notes, each in the form attached hereto
as Exhibit B, payable to each Lender in the original amount of
such Lender's Individual Loan Commitment (collectively the "Notes"),
the Mortgage, the Additional Security Mortgage, the Environmental
Indemnification  Agreement and all such other  documents  as  the
Bank  may  require from time to time to effectuate the intent  of
the  Loan  Agreement, together with all renewals, extensions  and
modifications thereto (collectively the "Loan Documents").

	1.8  The Borrower's Obligations.  The Borrower's obligations
tp pay, observe and perform all indebtedness, liabilities, covenants
and other obligations on the part of the Borrower to be paid,
observed and performed under the Loan Agreement and the remainder
of the Loan Documents are herein collectively called the
"Obligations".

	1.9  Fees.

          (a)  Commitment Fee.  The Borrower shall pay to the Agent
for pro rata distribution to each Lender, a commitment fee on the
average daily unutilized portion of the Aggregate Loan Commitment,
computed  at  the rate of one-quarter of one percent (0.25%)  per
annum  computed on the basis of the actual number of days elapsed
over  a  year of 365 or 366 days (as the actual case may be)  and
payable  quarterly  in arrears, on the last day  of  each  March,
June,  September and December during the Revolving  Loan  Period,
and on the Expiry Date.

          (b)  Commitment Increase Fee.  The Borrower shall pay to
the Agent, on demand, for distribution to the Lenders the following
non-refundable  fee:   $20,000.00, of which  $1,900.00  shall  be
payable  to  BOH, $2,000.000 shall be payable to  FHB,  $4,100.00
shall be payable to CPB and $12,000.00 shall be payable to PCA.

	    (c)  Amendment Fee.  The Borrower shall pay to the Agent,
on demand, for distribution to BOH, FHB and CPB the following non-
refundable fee:  $9,750.00, of which $5,232.50 shall be payable
to BOH, $3,250.00 shall be payable to FHB and $1,267.50 shall be
payable to CPB.

	    (d)  Agent's Fee.  For and in respect of the services of
the Agent to be rendered with respect to the Credit Facility under
the Loan Agreement and under the Agency Agreement, the Borrower
agrees to pay to the Agent the fee established by separate
agreement between Agent and Borrower.

        II.  FUNDING LOSS AND YIELD PROTECTION PROVISIONS

	2.1  Prepayment.  The Borrower may not prepay any LIBOR Loan
in full or in part at any time.  The Borrower is responsible for
managing the allocation of borrowings among the Types of Loans to
avoid prepaying a LIBOR Loan to make a mandatory repayment of
principal.


	2.2  Change in Legality; Additional Costs to Lenders.  If
after the date of the Loan Agreement any change in applicable law
or regulation or in the interpretation or administration thereof
by any governmental authority charged with the interpretation or
administration thereof (whether or not having the force  of  law)
shall,  with respect to the Lenders, or any of them,  (a)  change
the basis of taxation of payments to the Lenders, or any of them,
or  the  principal  or  interest on  the  Loans  under  the  Loan
Agreement,  (b)  impose,  modify or  hold  applicable  any  fees,
reserve  requirements,  special deposits  or  any  costs  to  the
Lenders, or any of them, in respect of the Loans, or (c) cause  a
reduction  in the amount of any sum received or receivable  under
the  Loan  Agreement; then, and in any such event,  the  Borrower
shall  pay  to  the  Agent, on demand, for distribution  to  such
Lender(s),  such  additional  amounts  as  will  compensate  such
Lender(s)  on  an  after-tax basis for  such  cost  or  reduction
incurred;  provided,  however, that the  Borrower  shall  not  be
obligated  directly  or indirectly to pay for  federal  or  state
income taxes measured or levied generally upon the net income  of
any  Lender.   The  Lenders  may use  any  reasonable  method  in
calculating  their  additional costs under  this  Section,  which
calculation shall be conclusive absent manifest error.

	2.3  Capital Requirements.  If the Lenders, or any of them,
shall determine that compliance with any law, regulation or any
guideline  or request from any central bank or other governmental
authority  (whether or not having the force of law) would  result
in  an increase in the amount of capital required or expected  to
be  maintained  by such Lender(s) or any corporation  controlling
such  Lender(s),  and  that  such  increase  is  based  upon  the
existence  of  such  Lender's  commitment  hereunder  and   other
commitments  of  this  type, then, and in  any  such  event,  the
Borrower shall pay the Agent as an additional fee, from  time  to
time   on  demand,  for  distribution  to  such  Lender(s),  such
amount(s)  as such Lender(s) shall determine to be the  amount(s)
that will compensate it or them or such other corporation for any
reduction  in the rate of return on such capital.  A  certificate
as  to  the amount of compensation, submitted to the Borrower  by
the  affected Lender(s), shall be conclusive and binding for  all
purposes absent manifest error.

	2.4  Lack of Availability or Profitability of Eurodollar
Deposits; Illegality.  In the event that any Lender shall have
reasonably determined (which determination shall be final and
conclusive and binding upon all parties) that:

          (a)  on any date for determining LIBOR for any Interest
Period, by reason of any change after the date hereof affecting
the interbank market or affecting the position of such Lender in
such market, adequate and fair means do not exist for ascertaining
the applicable interest rate by reference to LIBOR; or

	    (b)  at any time, by reason of (i) any change after the
date of the Loan Agreement in any applicable law or governmental
rule, regulation or order (or any interpretation thereof by any
government authority or otherwise (provided that, in the case of
an interpretation not by a governmental authority, such
interpretation shall be made in good faith and shall have a
reasonable basis) and including the introduction of any new law
or governmental rule, regulation or order), to the extent not
provided for in clause (c) below, or (ii) in the case of LIBOR
Loans, other circumstances affecting such Lender or the interbank
market or the position of such Lender in such market, LIBOR shall
not represent the effective pricing to such Lender for funding or
maintaining the affected LIBOR Loan; or

	    (c)  at any time, by reason of the requirements of
Regulation D or other official reserve requirements, LIBOR shall
not represent the effective pricing to such Lender for funding or
maintaining the affected LIBOR Loan; or

	    (d)  at any time, the making or continuance of any LIBOR
loan has become unlawful or compliance by such Lender in good faith
with any law, governmental rule, regulation, guideline or order, or
would cause severe hardship to such Lender as a result of a
contingency occurring after the date hereof which materially and
adversely affects the interbank market; then, and in any such event,
such Lender shall on such date of determination give notice (by
telephone confirmed in writing) to the Agent and the Borrower of
such determination.  Thereafter, in the  case of clause (a), (b) or
(c) above, (and without affecting Borrower's obligations to pay
interest on the Loans at the rates set  forth in Section 1.6 hereof)
Borrower shall pay to the Agent for payment to such Lender, upon
written demand therefor, such additional amounts deemed in good
faith by such Lender to be material (in the form of an increased
rate of, or a different method of calculating, interest or otherwise
as the Agent or such Lender in its discretion shall determine) as
shall be required to cause such Lender to receive interest with
respect to its affected LIBOR Loan at a rate per annum equal to the
sum of (i) the applicable rate per annum determined in accordance
with Section 1.6, hereinabove, plus (ii) the effective pricing to
such Lender to make or maintain such LIBOR Loan, and in the case
of clause (d), Borrower shall within five (5) Business Days  prepay
all  LIBOR Loans so affected, together with all accrued  interest
thereon but without penalty for any costs, net losses or overhead
pursuant to Section 2.6, subject to the provisions of Section 2.5
hereinbelow.  A certificate as to additional amounts owed to  any
Lender,  shown in reasonable detail the basis for the calculation
thereof, submitted to Borrower and the Agent by the Lender shall,
absent manifest error, be final, conclusive and binding upon  all
of the parties hereto.

     2.5  Borrower's Right to Convert Loans.  At any time that any
of its Borrowings are affected by the circumstances  described  in
Section  2.4 Borrower may (a) if a LIBOR Loan has been  requested
but not implemented, cancel such Loan or conversion by giving the
Agent notice thereof by telephone (confirmed in writing) pursuant
to  Section  2.4  or  (b)  if the affected  LIBOR  Loan  is  then
outstanding,  upon  at  least three (3)  Business  Days'  written
notice  to  the Agent, require the Lenders to convert such  LIBOR
Loan into a Base Rate Loan.

	2.6  Funding Loss Indemnification.  If the Borrower shall (a)
pay or convert any LIBOR Loan on any day other than the last day
of the applicable Interest Period (whether on account of a
scheduled payment, an optional prepayment or conversion, a
mandatory prepayment or conversion, a payment upon acceleration or
otherwise); or (b) fail to borrow any LIBOR Loan after giving due
notice thereof to the Agent pursuant to Section 1.4, or (c) fail
to convert any Base Rate Loan into a LIBOR Loan after giving due
notice thereof to the Agent pursuant to Section 1.5, the Borrower
shall reimburse the Lenders and hold the Lenders harmless for all
costs, net losses or administrative overhead incurred as a result
of such repayment, prepayment or failure.  The Lenders may use
any reasonable method in calculating their loss under this
Section, which calculation shall be binding and conclusive on the
Borrower absent manifest error.

                 III. CONDITIONS PRECEDENT

     3.1   Documents Required.  The Lenders shall have no several
obligations  to  make  disbursements of  Loans  pursuant  to  the
provisions  of the Loan Agreement, unless and until  the  Lenders
(through  the Agent) shall have received such executed  originals
or  certified copies of each of the following instruments as  the
Lenders  (through  the Agent) may have reasonably  requested,  in
each  case  in form and substance acceptable to the  Lenders  and
their respective legal counsel:

          (a)  The Loan Agreement, the Notes, the Mortgage, the
Additional Security Mortgage, UCC Financing Statements describing
the security interests created by the Mortgage and Additional
Security Mortgage, and the Environmental Indemnity Agreement;

          (b)  The Agency Agreement;

	    (c)  A certificate signed by the Borrower's corporate
secretary, certifying to the Lenders and Agent: (1) as to the
adoption of Resolutions of the Borrower's Board of Directors
authorizing the execution, delivery and performance of the Loan
Documents and all other documents to be delivered by the Borrower
pursuant to the Loan Agreement; (2) as to the incumbency and
signatures of the officers of the Borrower signing the Loan
Documents, and each other document to be delivered by the
Borrower pursuant to this Loan Agreement; and (3) that the
Articles of Incorporation and By-Laws of the Borrower, true
copies of which have been attached to such certification, have
not been amended since the date of such delivery;

	     (d)  A certificate of the Director of Commerce and
Consumer Affairs of the State of Hawaii, evidencing the good
standing of the Borrower in the State of Hawaii;

	     (e)  A written opinion of independent counsel to the
Borrower, addressed to the Lenders, stating that:

               (1)  The Borrower and the Subsidiaries are
corporations duly organized, validly existing and in good
standing under the Laws of the State of Hawaii and are duly
qualified and in good standing as foreign corporations in all
jurisdictions wherein the nature of their businesses or the
properties owned by them make such qualification necessary;

		   (2)  The Borrower has the corporate power and
authority to execute and deliver the Loan Documents, to borrow
money hereunder, and to perform the Obligations;

		   (3)  All corporate action required to be taken
by the Borrower to enter into the transactions contemplated by
the Loan Agreement has been duly taken, and all consents and
approvals of all Persons, necessary to the validity of the Loan
Documents, and each other document to be delivered by the
Borrower hereunder have been duly obtained, and the Loan
Documents and such other documents do not conflict with any
provision of the Articles of Incorporation or By-Laws of the
Borrower, or of any applicable Laws or any other agreement
binding upon the Borrower or its property of which such counsel
has knowledge and the Borrower's execution, delivery and
performance of the Loan Documents do not require the consent or
approval of any governmental body or regulatory authority;

		   (4)  The Loan Documents and all other documents
required to be delivered by the Borrower pursuant to the
provisions of the Loan Agreement have been duly executed by,
and each is a valid and binding obligation of, the Borrower,
enforceable in accordance with its terms;

		   (5)  Kapalua Land Company, Ltd. ("KLC") has the
corporate power and authority to execute and deliver the
Additional Security Mortgage, all corporate action required to
be taken by KLC in respect of its execution and delivery of
the Additional Security Mortgage has been duly taken, and the
Additional Security Mortgage has been duly executed and
delivered by KLC and is a valid and binding obligation of KLC,
enforceable in accordance with its terms; and

	     (f)  Evidence that the Revolving and Term Loan
Agreement dated as of December 27, 1990, as amended by instruments
dated as of December 31, 1991 and March 31, 1992, among Bank of
Hawaii, First Hawaiian Bank and Bank of America National Trust and
Savings Association (successor-in-interest to Security Pacific
National Bank), as Lenders, Bank of Hawaii, as Agent, and the
Borrower, together with the Notes and Agency Agreement therein
described, have been terminated, and that all Loans and all other
indebtedness of the Borrower thereunder have been repaid or paid
in full (or that arrangements, acceptable to the  Lenders and
Agent thereunder, the Lenders and Agent hereunder, and the
Borrower, have been made for the repayment of said Loans and the
payment of all such other indebtedness from the proceeds of the
initial Loans under this Loan Agreement); and

	     (g)  Evidence that the Mortgage and Additional
Security Mortgage have been recorded in the Bureau of Conveyances
of the State of Hawaii (and, if appropriate, filed in the office
of the Assistant Registrar of the Land Court of Hawaii), that the
related UCC Financing Statements have been filed in said Bureau,
and that the Lenders hold a first mortgage lien on and first
security interest in all properties described in and purported to
be encumbered by the Mortgage and Additional Security Mortgage,
subject to no liens or encumbrances other than those noted in
(or authorized by) the Mortgage.

     In  addition  to  the  foregoing conditions  precedent,  the
following conditions shall have been satisfied:

          (h)  At the time of the initial disbursement of Loan
proceeds under the Loan Agreement and of each subsequent
disbursement of Loan proceeds under the Loan Agreement:

               (1)  No Event of Default under the Loan Agreement
shall have occurred and be continuing, and no event shall have
occurred and be continuing that, with the giving of notice or
passage of time, or both, would become such an Event of Default;

		   (2)  The Agent shall have received a request for
such disbursement pursuant to Section 1.4 of the Loan Agreement;

		   (3)  The representations and warranties contained
in Article IV of the Loan Agreement shall be true on and as of the
date of such disbursement with the same force and effect as if
made on and as of such date;

		   (4)  The Lenders shall have remitted to the Agent
the Lenders, respective pro rata shares of the disbursement then
due; and

		   (5)  All legal matters incidental to such
disbursement shall be satisfactory to the Agent's counsel.

The  parties  hereto  acknowledge that the  foregoing  conditions
precedent  set  forth  in this Section 3.1 have  heretofore  been
satisfied  with  respect  to  the initial  disbursement  of  Loan
proceeds.

     3.2  Conditions Precedent to Effective Date of Amendment and
Restatement.   Notwithstanding anything herein to  the  contrary,
the  effectiveness  of  the  amendment  and  restatement  of  the
Original  Loan  Agreement in accordance with the  terms  of  this
Amendment and Restatement, is subject to the satisfaction of  all
of  the following conditions, and on the date of the satisfaction
of  such  conditions (the "Effective Date"),  the  Original  Loan
Agreement  shall  be  deemed amended and restated  as  set  forth
herein:

          (a)  Documents Required.  The Agent shall have received,
in each case in form and substance satisfactory to the Agent and
the Lenders, such fully executed originals or certified copies as
the Agent and the Lenders may have requested of each of the
following, in each case as amended through the Effective Date:

               (1)  Loan Documents. This Amendment and Restatement
and the Notes, each executed by the Borrower and completed in
conformity with the provisions of this Amendment and Restatement,
the Confirmations of Mortgage and the Agency Agreement;

		   (2)  Consents and Authority.  Evidence that the
Borrower has obtained all necessary and appropriate authority,
approvals and consents to execute, deliver and perform the terms
of (i) this Amendment and Restatement, the Notes, and the
Confirmations of Mortgage (collectively called the "Amending
Documents") and (ii) the Loan Documents, as amended and restated
by the Amending Documents, including, without limitation,
certified resolutions of the Borrower as to such authority;

		   (3)  Opinion of Counsel.  A written opinion of
independent counsel to the Borrower, addressed to the Lenders,
stating that:

                    (i)  The Borrower, Kapalua Land Company, Ltd.
("KLC") and Maui Pineapple Company, Ltd. are corporations duly
organized, validly existing and in good standing under the Laws
of the State of Hawaii and are duly qualified and in good standing
as foreign corporations in all jurisdictions wherein the nature of
their businesses or the properties owned by them make such
qualification necessary;

			  (ii) The Borrower has the corporate power and
authority to execute and deliver the Loan Documents, to borrow
money hereunder, and to perform the Obligations;

			  (iii)     All corporate action required to be
taken by the Borrower to enter into the transactions contemplated
by the Loan Agreement has been duly taken, and all consents and
approvals of all Persons, necessary to the validity of the Loan
Documents, and each other document to be delivered by the Borrower
hereunder have been duly obtained, and the Loan Documents and such
other documents do not conflict with any provision of the Articles
of Incorporation or By-Laws of the Borrower, or of any applicable
Laws or any other agreement binding upon the Borrower or its
property of which such counsel has knowledge and the Borrower's
execution, delivery and performance of the Loan Documents do not
require the consent or approval of any governmental body or
regulatory authority;

			  (iv) The Loan Documents and all other documents
required to be delivered by the Borrower pursuant to the provisions
of the Loan Agreement have been duly executed by, and each is a
valid and binding obligation of, the Borrower, enforceable in
accordance with its terms;

			  (v)  KLC has the corporate power and authority
to execute and deliver the Additional Security Mortgage and the
Confirmation of Mortgage to which KLC is a party, all corporate
action required to be taken by KLC in respect of its execution
and delivery of the Additional Security Mortgage has been duly
taken and such Confirmation of Mortgage, and the Additional
Security Mortgage and such Confirmation of Mortgage have been
duly executed and delivered by KLC and is a valid and binding
obligation of KLC, enforceable in accordance with their terms; and

               (4)  Title Insurance.  An ALTA Form Lender's Title
Insurance Policy  for not less than $25,000,000.00, assuring to
the Lenders the  validity  and agreed-upon priority of the Mortgage
and the Additional Security Mortgage may require.   Such Title
Insurance Policy may be subject to an exception for survey matters.

          (b)  Certain other Events.  On the Effective Date:

               (1)  No event shall have occurred and be continuing
that (i) constitutes an Event of Default, or (ii) with the giving
of notice or passage of time, or both, would constitute such an
Event of Default (a "Default").

		   (2)  The representations and warranties contained
in Article IV of the Loan Agreement shall be true on and as of the
Effective Date with the same force and effect as if made on the
Effective Date, other than as previously disclosed to the Agent
with respect to the representations and warranties set forth in
Sections 4.6 and 4.9 hereof.

		   (3)  No material adverse change shall have occurred
in the financial condition of the Borrower since the date of the
most recent of the Borrower's Financial Statements submitted to
the Agent.

		   (4)  All legal matters incidental to the closing
shall be satisfactory to legal counsel for the Agent and each
Lender.

          (c)  Interest and Other Charges.  On the Effective Date,
the Borrower shall have paid to the Agent (1) the fees referred to
in Sections 1.9(b) and 1.9(c) hereof, and (2) all sums of accrued
interest  and other fees and charges then outstanding  under  the
Loan Documents.

	    (d)  Village Course Facility.  The Village Course
Facility (as defined in the Second Restatement) shall be paid in
full.  On the Effective Date, subject to the satisfaction of the
foregoing conditions, the Original Loan Agreement shall be deemed
amended and restated in accordance with the provisions of this
Amendment and Restatement, with the force and effect below in
Article X.

     3.3  Conditions to Term Loans. The obligation of the Lenders
to make their respective Term Loans to the Borrower on the Expiry
Date shall  be  subject  to the satisfaction  of  the  following
conditions precedent:

          (a)  Defaults and Events of Default.  No Default or
Event of Default under the Loan Agreement shall have occurred and
be continuing;

	    (b)  Representations and Warranties. The representations
and warranties contained in Article IV of the Loan Agreement shall
be true on and as of the Expiry Date with the same force and effect
as if made on the Expiry Date;

	    (c)  Certificate.  The Borrower shall have delivered to
the Agent and the Lenders a certificate dated the Expiry Date,
signed by the President or an Executive Vice President of the
Borrower, certifying to the Agent and the Lenders that:

               (1)  The representations and warranties contained
in Article IV of the Loan Agreement are true on and as of such
date; and

		   (2)  No Event of Default under the Loan Agreement,
and no event which, with the giving of notice or passage of time,
or both, would become an Event of Default, has occurred on and as
of such date;

          (d)  Illegality.  The making of the Term Loans shall not
have been rendered illegal by any of the Laws applicable thereto.

     If such conditions shall not have been satisfied on Expiry
Date, all outstanding principal together with accrued and
theretofore unpaid interest on the Revolving Loans and all other
amounts due to the Lenders under the Loan Documents shall be paid
in full on the Expiry Date.

               IV.  Representations and Warranties

     To  induce  the  Lenders to enter into  this  Amendment  and
Restatement, the Borrower represents and warrants to the  Lenders
as  follows,  which representations and warranties shall  survive
the  execution of this Amendment and Restatement and continue  so
long  as  the  Borrower is indebted to the Bank  under  the  Loan
Documents,  and until payment in full of the Credit Facility  and
Loans.

     4.1   Organization.  The Borrower and the  Subsidiaries  are
corporations  duly  organized,  validly  existing  and  in   good
standing under the Laws of the State of Hawaii; the Borrower  and
the  Subsidiaries  have the lawful corporate power  and  adequate
authority, rights and franchises to own or lease their respective
properties and to engage in the businesses they each conduct, and
each  is  duly  qualified  and  in good  standing  as  a  foreign
corporation in each jurisdiction, if any, wherein the  nature  of
the  business transacted by it or property owned by it makes such
qualification necessary.

     4.2  No Breach.  The execution and performance of the Loan
Documents will not immediately, or with the passage of time or
the giving of notice, or both:

          (a)  Violate the Articles of Incorporation or By-Laws
of the Borrower, or violate any Laws or breach or result in a
default under any contract, agreement, or instrument to which the
Borrower or any Subsidiary is a party or by which the Borrower or
any  Subsidiary or its property is bound, or require the  consent
or approval of any governmental office or official; or

	    (b)  Result in the creation (or an obligation to
create) or imposition of any security interest in, or lien or
encumbrance on, any of the assets of the Borrower or any
Subsidiary, other than the liens or security interests intended
to be created by the Mortgage and by the Additional Security
Mortgage.

     4.3  Authorization.  The Borrower has the corporate power
and authority to execute and deliver the Loan Document and to
incur and perform the obligations, and has taken all corporate
action necessary to authorize the execution, delivery, and
performance of the Loan Documents.

     4.4  Regulatory Approval.  The Borrower's execution,
delivery and performance of the Loan Documents do not require
the consent or approval of any governmental body or other
regulatory authority.

     4.5  Enforceability.  The Loan Agreement is, and the
remainder of the Loan Documents when executed and delivered
will be, the legal, valid and binding obligations of the
Borrower, and enforceable in accordance with their respective
terms.

     4.6  Financial Statements.  All Financial Statements
heretofore furnished by the Borrower to the Lenders, including
any schedules and notes pertaining thereto, were prepared in
accordance with generally accepted accounting principles
consistently applied ("GAAP"), and fully and fairly presented the
financial condition of the Borrower and its Subsidiaries at the
dates thereof and the results of operations for the periods
covered thereby, and as of the date of this Amendment and
Restatement there have been no material adverse changes in the
consolidated financial condition or business of the Borrower and
its Subsidiaries from the date of the most recent Financial
Statements furnished to the Lenders, except as disclosed by
Borrower to Agent in writing.

     4.7  Taxes.  Except as otherwise permitted by the Loan
Agreement, the Borrower and its Subsidiaries have filed all
federal, state and local tax returns and other reports they
were required by Laws to have filed prior to the date of
this Amendment and Restatement and which are material to the
conduct of their respective businesses, have paid or caused to
be paid all taxes, assessments and other governmental charges
that were due and payable prior to the date of this Amendment
and Restatement, and have made adequate provision for the
payment of such taxes, assessments or other charges accruing
but not yet payable; and the Borrower has no knowledge of any
deficiency or additional assessment in a materially important
amount in connection with any taxes, assessments or charges not
provided for on its books.

     4.8  Compliance with Law.  Except to the extent that the
failure to comply would not materially interfere with the conduct
of the business of the Borrower or any Subsidiary or have a
materially adverse effect on the financial condition of the
Borrower or any Subsidiary, the Borrower and its Subsidiaries
have complied with all applicable Laws in respect of: (1)
restrictions, specifications, or other requirements pertaining to
products that the Borrower or any Subsidiary grows, manufactures
or sells or to the services each performs; (2) the conduct of
their respective businesses; and (3) the use, maintenance, and
operation of the real and personal properties owned or leased by
them in the conduct of their respective businesses.

     4.9  Hazardous Materials.  There are no chemical substances,
pollutants, contaminants or hazardous or toxic substances,
materials or wastes (collectively, "hazardous materials") at any
premises owned, leased, operated, controlled or used by the
Borrower or any of the Subsidiaries where such could reasonably
be expected to have a materially adverse effect on the operations
or financial condition of the Borrower and the Subsidiaries or
the Borrower's ability to repay the Loans, and the Borrower and
the Subsidiaries do not manufacture, process, distribute, use,
treat, store, dispose of, transport or handle hazardous materials
in such a manner as to create expectations of such a materially
adverse effect on the operations or financial condition of the
Borrower and the Subsidiaries or the Borrower's ability to repay
the Loans.

     4.10 Subsidiaries.  The Borrower has no Subsidiaries other
than those listed in Exhibit C, attached hereto.

     4.11 Litigation.  No litigation or other proceeding is
pending or threatened against the Borrower or any of its
Subsidiaries or any of their respective properties which if
determined adversely to the Borrower or any such Subsidiary,
would have a materially adverse effect on the Collateral or on
the consolidated financial condition or business prospects of
the Borrower and its Subsidiaries, except as disclosed by
Borrower to Agent in writing.

     4.12 Margin Stock.  Neither the execution of the Loan
Agreement nor the Borrower's use of proceeds of the Loans will
constitute a violation of any of Regulations G, T and U of the
Board of Governors of the Federal Reserve System or any
interpretations thereof or rulings thereunder.

     4.13 Ownership of Assets.  The Borrower and its
Subsidiaries have good and marketable title to all of their
respective assets, subject only to such exceptions or
encumbrances as do not materially adversely affect either the
consolidated financial conditions of the Borrower and its
Subsidiaries as currently reflected in the Financial
Statements or the conduct of the businesses of the Borrower
and its Subsidiaries.

     4.14 ERISA.  All Defined Benefit Pension Plans, as
defined in the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), of the Borrower and each Subsidiary meet
the minimum funding standards of ERISA, and no Reportable Event
or Prohibited Transaction, as defined in ERISA, has occurred in
respect of any such Plan.

     4.15 Statements and Omissions.  No representation or
warranty by the Borrower contained in the Loan Agreement or in
any certificate or other document furnished by the Borrower
pursuant to the Loan Agreement contains any untrue statement
of material fact or omits to state a material fact necessary to
make such representation or warranty not misleading in light of
the circumstances under which it was made.

     4.16 Other Federal Regulations.  Neither the Borrower nor
any Subsidiary is subject to provisions of the Investment
Company Act of 1940, provisions of the Public Utility Holding
Company Act of 1935, provisions of the Interstate Commerce Act
or provisions of any other statute or regulation which restrict
the execution or performance of this Loan Agreement or the
Notes by the Borrower.

                   V.   Affirmative Covenants

     For so long as the Commitment or any of the Obligations
remains outstanding, the Borrower will, unless otherwise
permitted by the Bank in writing:

     5.1  Payments.  Punctually pay when due all sums which may
be due under the Loan Documents.

     5.2  Accounting Records.  Maintain accounting records and
books for Borrower and the Subsidiaries, in accordance with
GAAP, provide the Agent with access to such books and
accounting records at the Agent's request during the Borrower's
normal business hours and furnish to the Lenders (through the
Agent) any information regarding the business affairs and
financial condition of Borrower and the Subsidiaries within a
reasonable time after written request therefor.

     5.3  Financial Reporting.  Furnish the Lenders, through
the Agent, with financial reports, in reasonable detail and
form approved by the Agent, as follows:

          (a)  Within 60 days after the close of each
quarterly accounting period in each fiscal year: (i) a
consolidated statement of Net Worth  and a consolidated
statement of cash flow of the Borrower and the Subsidiaries
for such quarterly period; (ii) a consolidated income statement
of the Borrower and the Subsidiaries for such quarterly period;
(iii) a consolidated balance sheet of the Borrower and the
Subsidiaries as of the end of such quarterly period; (iv)
summary schedules of income and cash flow for the Borrower's
resort division and pineapple division, Napili Plaza and
Kaahumanu Center, subject to year-end audit adjustments and
certified by the Borrower's President or chief financial
officer to have been prepared in accordance with GAAP by the
Borrower and Subsidiaries, except for any inconsistencies
explained in such certificate; and (v) a written summary of
all projects approved by the Borrower or any of its
Subsidiaries during such quarterly period which are reasonably
expected to involve Capital Expenditures exceeding
$1,000,000.00;

   	    (b)  Within 90 days after the close of each fiscal
year: (i) a consolidated statement of Net Worth and a
consolidated statement of cash flow of the Borrower and the
Subsidiaries for such fiscal year; (ii) a consolidated income
statement of the Borrower and the Subsidiaries for such fiscal
year; (iii) a consolidated balance sheet of the Borrower and
the Subsidiaries as of the end of such fiscal year (all of the
aforementioned financialstatements to be audited and certified
to without qualification by independent certified public
accountants selected by the Borrower); (iv) summary schedules
of income and cash flow for the Borrower's resort division and
pineapple division, Napili Plaza and Kaahumanu Center; and (v)
detailed statements of Capital Expenditures and Investments
made or incurred in such fiscal year, all of the foregoing
including all supporting schedules and comments;

	    (c)  By November 15 of each year, (i) copies of the
Borrower's three-to-five year summary forecast of income and
cash flow for the Borrower's resort division and pineapple
division, Napili Plaza and Kaahumanu Center, and (ii) a
Capital Expenditure and Investment forecast for each such
division;

	    (d)  Promptly after the sending or making available
or filing of the same, copies of all reports, proxy statements
and financial statements that the Borrower sends or makes
available to its stockholders and all registration statements
and reports that the Borrower files with the Securities and
Exchange Commission or any successor Person;

	    (e)  Within 60 days following the close of each
quarterly period, statements of KCA's net worth at the end of
such period and cash flow for such period, KCA's income
statement for such period, and KCA's balance sheet as of the
end of such period, in reasonable detail, certified to by
KCA's chief financial officer;

	    (f)  The financial statements required pursuant to
clauses (a) and  (b) shall be accompanied by a compliance
certificate from Borrower's chief financial officer, in the
form attached as Schedule 5.3 certifying (i) the financial
ratios and other requirements referred to in Section 5.10,
(ii) the representations and warranties set forth in Article
IV as being true and correct on and as of such date, and (iii)
that no Event of Default has occurred or is continuing; and

	    (g)  From time to time such other information as
the Bank may reasonably request.

     5.4  Existence.  Preserve and maintain the legal
existence of Borrower and the subsidiaries, and timely file all
necessary and appropriate documents and exhibits and pay all
appropriate fees and charges in connection therewith; provided,
however, that the Borrower shall have the right to dissolve or
liquidate such of its Subsidiaries as its management may
determine to dissolve or liquidate in the exercise of sound
business judgment.

     5.5  Observance of Laws.  Conduct the business activities
of Borrower and the Subsidiaries in an orderly, efficient and
regular manner and in compliance with all requirements of all
applicable state, federal and local laws, rules and regulations.

     5.6  Insurance.  Maintain, or cause to be maintained,
commercial general liability insurance and commercial property
insurance on all assets owned or leased by Borrower, all in such
form and amounts as are consistent with industry practices. The
Borrower and its Subsidiaries may procure any such insurance
from any insurance company or companies authorized to do
business in Hawaii.

     5.7  Facilities.  Keep all of the Borrower's and the
Subsidiaries' property and business premises in a good state of
repair and condition, make all necessary repairs, renewals and
replacements thereto from time to time so that such property and
business premises shall be fully and efficiently preserved and
maintained, keep such property and business premises free and
clear of all liens, charges or encumbrances except those
consented to by the Agent in writing and permit the Lender's
authorized representatives to make reasonable inspections of the
Borrower's and the Subsidiaries' property and business premises.

     5.8  Taxes and Other Liabilities.  Pay or cause to be paid
when due, all taxes, assessments and charges or levies imposed
upon Borrower or the Subsidiaries or on any of their property or
which any of them is required to withhold and pay over, except
where contested in good faith by appropriate proceedings with
adequate reserves therefor having been set aside on their books,
and the Borrower will pay all governmental charges or taxes
(except income, franchise or similar taxes) at any time payable
or ruled to be payable in respect of the existence, execution or
delivery of the Loan Agreement and the Notes by reason of any
existing or hereafter enacted federal or state statute.

     5.9  Notice to the Bank.  Promptly give notice to the Agent,
in reasonable detail, of (a) the occurrence of any Event of
Default or of any fact, condition or event that only with the
giving of notice or passage of time, or both, could become such
an Event of Default, (b) any change in the name or organizational
structure of the Borrower, (c) any uninsured loss through fire,
theft, liability or property damage exceeding $500,000.00, (d)
any pending or threatened litigation affecting the Borrower or
any of the Collateral involving an amount exceeding
$1,000,000.00, (e) any event which could have a material adverse
effect on the ability of the Borrower to continue its business
operations in the ordinary course, (f) any change in the
Borrower's principal place of business, and (g) the occurrence of
any event in respect of which a report on Form 8-K should be
filed by the Borrower with the Securities and Exchange Commission.

     5.10 Financial Condition.  Maintain the Borrower's financial
condition according to the following standards, in each such case
determined in accordance with GAAP: The Borrower will maintain as
of the end of each fiscal quarter and will provide evidence of
the same pursuant to Section 5.3 hereof:

          (a)  Debt Service Coverage Ratio of not less than 1.20;

	    (b)  A Recourse Debt to Net Worth ratio of not more
than 1.10; and

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

     5.11  ERISA.  Fund or cause to be funded all Defined Benefit
Pension Plans of Borrower and the Subsidiaries in accordance with
no  less  than the minimum funding standards of ERISA;  and  (ii)
promptly  advise  the Agent of the occurrence of  any  Reportable
Event or Prohibited Transaction in respect of any such Plan.

                     VI.  Negative Covenants

     For  so  long  as  the Commitment or any Obligation  remains
outstanding,  the  Borrower will not, without the  prior  written
consent  of the Lenders, and will not, without the prior  written
consent of the Lenders, cause or suffer any Subsidiary to:

     6.1  Use of Funds.  Use any of the proceeds of the Loans for
any purpose except as set forth in Section 1.2 of this Agreement.

     6.2  Merger or Consolidation; Business.  Enter into any
merger, consolidation, reorganization or recapitalization, or
reclassify its capital stock, or substantially change the nature
of its business as now conducted, except that (1) any wholly-owned
Subsidiary may merge with any other Subsidiary provided said
wholly-owned Subsidiary is the surviving entity, (2) any
Subsidiary may merge with the Borrower provided the Borrower is
the surviving entity, and (3) the Borrower and any wholly-owned
Subsidiary may make loans to, and contributions to the capital
of, and receive loans and dividends from, wholly-owned
Subsidiaries.

     6.3  Sale of Assets.  Sell, transfer, lease or otherwise
dispose of all or (except in the ordinary course of business as
now conducted) any material part of its assets.

     6.4  Distributions.  Declare or pay any dividends, or make
any other payment or distribution on account of its capital stock,
except that, subject to the satisfaction in full of the condition
precedent that the Agent and Lenders shall have received, prior
to any declaration or payment of cash dividends, the Borrower's
audited annual financial statements for the fiscal year, the
Borrower may declare and pay cash dividends for and in respect of
any fiscal year of the Borrower, in an amount not to exceed 30%
of its Net Profits for such fiscal year.

     6.5  Capital Expenditures.  Make any Capital Expenditure in
excess (on a consolidated basis) of: $14,500,000 in fiscal year
2001; and $12,000,000 in each fiscal year thereafter.

     6.6  Stock.  Redeem, purchase or retire any of its capital
stock, except that the Borrower may redeem, purchase or retire
shares of its capital stock with funds which could have been, but
were not, used for the payment of cash dividends pursuant to the
provisions of Section 6.3 of the Loan Agreement (subject to the
limitations therein set forth).

     6.7  Margin Stock.  Directly or indirectly apply any part
of the proceeds of any of the Loans to the purchasing or carrying
of any "margin stock" within the meaning of Regulation U of the
Board of Governors of the Federal Reserve System, or any
regulations, interpretations or rulings thereunder.

     6.8  Other Indebtedness.  Incur, agree to incur, assume, or
in any manner become liable in respect of any Indebtedness for
Borrowed Money (recourse or nonrecourse) which shall cause their
Total Debt (including indebtedness evidenced by the Notes and the
Loan Agreement) to exceed $62,000,000.00.  For the purposes of
this Section 6.8, any KCA debt which is nonrecourse to the
Borrower, including that portion subject to Borrower's Limited
Payment Guaranty, shall not be deemed to constitute indebtedness
of the Borrower or any Subsidiary.  As used herein, "Borrower's
Limited Payment Guaranty" means any guaranty of the Borrower
guarantying payment of indebtedness of KCA relating to the
Kaahumanu Shopping Center.

     6.9  Encumbrances.  Hypothecate, pledge, mortgage, grant a
security interest in or otherwise encumber (or permit to be
encumbered) any of its assets now owned or hereafter acquired,
otherwise than in the ordinary course of the business of the
Borrower or such Subsidiary (for purposes of this Section 6.9,
encumbrances incurred or created in the ordinary course of
business shall be deemed to include (a) liens for taxes and
governmental (or quasi-governmental) assessments or similar
charges that are not yet due and payable, (b) pledges or deposits
to secure payment of workers' compensation or to participate in
any fund established under workers' compensation, unemployment
insurance, pensions or similar social security programs, (c)
liens of mechanics, materialmen, warehousemen, carriers or other
similar liens that are not yet due and payable, (d) good faith
pledges or deposits made to secure performance of bids, tenders,
contracts (other than for the repayment of borrowed money),
leases, statutory obligations, or surety, appeal, indemnity,
performance or similar bonds required in the ordinary course of
business, not exceeding at any one time outstanding $1,000,000
for all such pledges or deposits in the aggregate for the
Borrower and its Subsidiaries, (e) retained liens or security
instruments of equipment lessors on equipment leased under
equipment leases permitted by the Loan Agreement, and
(f) retained liens or security interests of equipment vendors or
equipment financing lenders with respect to equipment purchased
on time by the Borrower or its Subsidiaries.

            VII.      The Bank's Rights Upon Default

     7.1  Events of Default.  Each of the following events is
an "Event of Default" under this Agreement:

          (a)  The Borrower shall fail to pay when due any
principal or interest  or fee or other charge payable under the
Loan Agreement or  any of the Notes and such failure shall
continue for a period of five (5) Business Days.

	    (b)  The Borrower or any Subsidiary shall fail to
observe or perform any other obligation to be observed or
performed by it under the Loan Agreement, any of the Notes or
other Loan Documents, and such failure shall continue for 30
days after: (1) notice of such failure from the Agent; or (2)
the Agent is notified of such failure or should have been so
notified pursuant to the provisions of Section 5.9 of the Loan
Agreement, whichever is earlier.

	    (c)  Any financial statement, other statement,
representation, warranty or certificate made or furnished by
the Borrower or any Subsidiary to any of the Lenders or the
Agent in connection with the Loan Agreement, or as an
inducement to the Lenders or the Agent to enter into the Loan
Agreement, or in any separate statement or document delivered
pursuant to the provisions of the Loan Agreement, shall be
materially false, incorrect, or incomplete when made or
delivered.

	    (d)  The Borrower or any Subsidiary shall admit its
inability to pay its debts as they mature, or shall make an
assignment for the benefit of any of its creditors.

	    (e)  A decree or order for relief shall be entered
by a court having jurisdiction in respect of the Borrower or
any Subsidiary in an involuntary case under the federal
Bankruptcy Code or any other applicable federal or state
bankruptcy, insolvency or similar law, or a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or
similar official) shall be appointed for the Borrower or any
Subsidiary or for any substantial part of its property, and
any such decree or order shall continue unstayed and in
effect for a period of 60 consecutive days.

	    (f)  The Borrower or any Subsidiary shall commence
a voluntary case under the federal Bankruptcy Code or any other
applicable federal or state bankruptcy, insolvency or similar
law, or the Borrower or any Subsidiary shall consent to the
appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar
official) of the Borrower or any Subsidiary or any substantial
part of its property.

	    (g)  The Borrower or any Subsidiary (i) shall have
failed to pay at its stated due date any Indebtedness for
Borrowed Money in excess of $1,000,000 in the aggregate (other
than indebtedness evidenced by the Notes) and such failure
shall have continued beyond any applicable grace period, or
(ii) shall have failed to observe or perform any term, covenant
or provision contained in any agreement or instrument (other
than the Loan Agreement or the Notes) by which it is bound,
evidencing or securing or otherwise relating to any Indebtedness
for Borrowed Money in excess of $1,000,000 in the aggregate, and
the effect thereof shall have been the acceleration of the
maturity of said indebtedness by the holder or holders thereof
or of any obligations issued in respect thereof or by a trustee
or trustees acting on behalf of such holder or holders.

	    (h)  A final judgment which alone or with other
outstanding final judgments against the Borrower or any
Subsidiary exceeds $3,000,000 in the aggregate and (i) such
judgment shall not be discharged or fully bonded against within
60 days, or (ii) within 60 days after entry of such judgment,
execution shall not be stayed pending appeal, or (iii) such
judgment shall not be discharged within 60 days after expiration
of any such stay.

	    (i)  Borrower or any Subsidiary fails to pay when due
any amount relating to any plan governed by ERISA.

     7.2  The Bank's Rights.  If an Event of Default shall occur,
the Bank shall have, in addition to any and all other rights and
remedies, legal or equitable, available to the Bank under any and
all of the Loan Documents or at law, the following additional
rights and remedies:

          (a)  The absolute right to deny to the Borrower any
further Loan or extension of credit (the Lender's obligation to
extend and further credit to the Borrower shall immediately
terminate);

	    (b)  The right, at the option of the Lender, to declare,
without notice, the entire principal amount and accrued interest
for any Loan or extension of credit outstanding under this
Agreement, plus any fees and charges reasonably incurred by the
Agent, and/or the Lender, under any of the Loan Documents,
immediately due and payable;

	    (c)  The right, at the option of the Lender, to charge
interest on any principal amount outstanding under this Agreement
at the rate one and one-half (1.5%) percentage points above the
otherwise applicable interest rate;

	    (d)  The right to the ex parte appointment without
bond of a receiver, without regard to the value of any Collateral
or solvency of any party liable for payment, observance or
performance of the Obligations and regardless of whether the Bank
has an adequate remedy a law; and

	    (e)  The Agent and the Lenders may exercise any and all
other rights and remedies, legal or equitable, available to the
Agent and/or the Lenders under the Notes and under any and all of
the other Loan Documents or at law or in equity.

                     VIII.     Miscellaneous

     8.1  Further Assurance.  From time to time within five
Business Days after the Bank's demand, the Borrower will execute
and deliver such additional documents and provide such additional
information as may be reasonably requested by the Bank  to  carry
out the intent of this Agreement.

     8.2  Appraisals.  The Lenders reserve the right to obtain at
the Borrower's expense (and the Borrower agrees to pay all
reasonable costs of) appraisals of the Mortgaged Properties, from
any licensed or certified appraiser designated by the Lenders, from
time to time, whenever such appraisals may be (a) required by any
law, rule or regulation applicable to the conduct of any Lender's
business, (b) requested or directed by any governmental authority
charged with the administration of such law, rule or regulation
or any Lender's compliance therewith, whether or not such request
or direction has the force of law, or (c) when reasonably deemed
appropriate by the Lenders in their sole discretion (reappraisals
referred to in this clause (c) shall not be required more
frequently than annually).

     8.3  Enforcement and Waiver by the Bank.  The Lenders, or
the Agent on behalf of the Lenders, shall have the right at all
times to enforce the provisions of the Loan Documents, as they
may be amended from time to time, in strict accordance with their
respective terms, notwithstanding any conduct or custom on the
part of any of the Lenders or the Agent in refraining from so
doing at any time or times. The failure of the Lenders or the
Agent at any time or times to enforce their rights under such
provisions, strictly in accordance with the same, shall not be
construed as having created a custom in any way or manner
contrary to specific provisions of the Loan Documents or as
having in any way or manner modified or waived the same. No
single or partial exercise of any right by any Lender or the
Agent shall preclude the further or other exercise thereof. All
rights and remedies of the Lenders and Agent are cumulative and
concurrent and the exercise of one right or remedy shall not be
deemed a waiver or release of any other right or remedy.

     8.4  Expenses of the Lender and Agent.  The Borrower will,
on demand, reimburse to the Agent all reasonable expenses,
including the reasonable fees and expenses of legal counsel for
the Agent, incurred by the Agent (whether as Agent or Lender)
in connection with the negotiation, preparation, administration,
amendment, modification, waiver, and/or enforcement of the Loan
Documents and the collection or attempted collection of the
indebtedness evidenced by the Loan Documents, or any of them
including but not limited to bankruptcy or reorganization
proceedings.  The Borrower will, on demand, reimburse to the
Lenders all reasonable expenses, including the reasonable fees
and expenses of legal counsel for the Lenders, incurred by any
of the Lenders in connection with the enforcement of the Loan
Documents and the collection or attempted collection of the
indebtedness evidenced by the Loan Documents, or any of them
including but not limited to bankruptcy or reorganization
proceedings.

     8.5  Notices.

     Any  notices or consents required or permitted by this  Loan
Agreement or the other Loan Documents shall be in writing and may
be  delivered  in  person or sent by United  States  mail  or  by
telecopy  and shall be deemed delivered when delivered in  person
or  when  deposited in the United States mail, certified, postage
pre-paid,  return receipt requested, or when sent  during  normal
business  hours at the place of receipt and the receipt of  which
is  confirmed  in writing if by telecopy, to the address  of  the
parties  as  follows, unless such address is changed  by  written
notice hereunder:

     (A)  If to the Borrower:

          MAUI LAND & PINEAPPLE COMPANY, INC.
          ATTN:  Mr. Paul J. Meyer
                 Executive Vice President/Finance
          120 Kane Street
          Kahului, Hawaii 96732-2232
          PHONE:  (808) 877-3871
          FAX:  (808) 871-0953


     (B)  If to the Lenders, in care of the Agent:

          BANK OF HAWAII
          ATTN:  Mr. James Polk, Vice President
          Corporate Banking Division
          130 Merchant Street, 20th Floor
          Honolulu, Hawaii 96813
          PHONE:  (808) 537-8684
          FAX:  (808) 537-8301

     8.6  Waiver and Release by the Borrower.  To the maximum extent
permitted by applicable law, the Borrower (and each of  them,  if
more than one):

          (a)   Waives notice and opportunity to be heard,  after
acceleration of the indebtedness evidenced by the Loan Documents,
before  exercise by the Bank of the remedy of setoff  or  of  any
other  remedy or procedure permitted by any applicable law or  by
any   prior  agreement  with  the  Borrower,  and,  except  where
specifically required by this Agreement or by any applicable law,
notice of any other action taken by the Bank;

	    (b)  Waives presentment, demand for payment, notice of
dishonor, and any and all other notices or demands in connection
with the delivery, acceptance, performance, or enforcement of this
Agreement, and consents to any extension of time (and even
multiple extensions of time for longer than the original term),
renewals, releases of any person or organization liable for the
payment of the Obligations under this Agreement, and waivers or
modifications or other indulgences that may be granted or
consented to by the Bank in respect of the Loans and other
extensions of credit evidenced by this Agreement; and

	    (c)  Releases the Bank and its officers, agents, and
employees from all claims for loss or damage caused by any act or
omission on the part of any of them except willful misconduct.

     8.7  Disclosure of Information. The Borrower consents to the
Agent's  or any Lender's disclosure to the other Lenders  or  the
Agent of any information held by the disclosing entity from  time
to  time,  financial or otherwise, pertaining in any way  to  the
creditworthiness  or  other condition  of  the  Borrower  or  any
Subsidiary. The Agent and Lenders agree that they shall  maintain
confidentiality  with regard to nonpublic information  concerning
the   Borrower  and  Subsidiaries  obtained  from  the  Borrower,
provided  that the Agent and Lenders shall not be precluded  from
making   disclosure  regarding  such  information:   (a)   on   a
confidential basis, to their own respective counsel,  accountants
and other professional advisors, (b) in response to a subpoena or
order  of  a  court of governmental agency, (c) on a confidential
basis,  to  any entity participating or considering participating
in  any  credit  made  under  this  Loan  Agreement,  (d)  on   a
confidential basis to any guarantor or subordinated  lender  with
respect  to  this  Loan Agreement or (e) as required  by  law  or
applicable regulation.

     8.8  Applicable Law.  The substantive laws of the State of
Hawaii shall govern the construction of this Agreement and the
Notes and the rights and remedies of the parties hereto and thereto.

     8.9  Binding Effect.  This Agreement shall inure to the
benefit of the parties hereto and their respective heirs, personal
representatives, successors and permitted assigns, and shall be
binding on the parties hereto and their respective heirs,
personal representatives, successors and assigns.

     8.10 Merger.  This Agreement and the remainder of the Loan
Documents constitute the full and complete agreement between the
Bank and the Borrower with respect to the Term Loan and Revolving
Credit Facility, and all prior oral and written agreements,
commitments, and undertakings shall be deemed to have been merged
into the Loan Documents and such prior oral and written
agreements, commitments, and undertakings shall have no further
force or effect except to the extent expressly incorporated in
the Loan Documents.

     8.11 Amendments; Consents.  No amendment, modification,
supplement, termination, or waiver or forbearance of any
provision of this Loan Agreement or any of the other Loan
Documents, and no consent to any departure by the Borrower
therefrom, may in any event be effective unless in writing signed

          (a)  by a Majority in Interest of the Lenders and the
Agent, or

	    (b)  by all of the Lenders and the Agent, in the case
of any action that has the effect of:  increasing the Aggregate
Commitment; changing (except in accordance with the provisions of
the Loan Agreement) the Applicable Margin or fees payable to
Lenders under the Loan Documents; altering the scheduled maturity
or time of payment of principal, interest or fees payable under
the Loan Documents; or modifying or releasing any collateral for
the Loans, and then only in the specific instance and for the
specific purpose given.

     8.12 Assignments.

          (a)  The Borrower shall have no right to assign any of
its rights or obligations under the Loan Documents without the
prior written consent of the Lender.

	    (b)  None of the Lenders shall assign any of its
rights or obligations under the Loan Documents without the prior
written consent of the Borrower, which consent shall not be
unreasonably withheld or delayed; provided, however, the foregoing
provision to the contrary notwithstanding, (a) any of the Lenders
may sell participations in Loans made or to be made by it, to any
entity affiliated with such Lender, without Borrower's consent, so
long as such Lender remains primarily obligated to the Borrower
under this Loan Agreement and so long as the Borrower shall not be
obligated in any manner to deal directly with the affiliated
purchaser of such participation, and (b) any Lender may
negotiate, pledge, transfer or assign the Notes held by it (or
the receivable evidenced thereby) to a Federal Reserve Bank or to
any other agency or instrumentality of the United States of
America to support borrowings of Federal funds by such Lender.

	    (c)  Subject to the foregoing restrictions, the Borrower
consents to each Lender's negotiation, offer, and sale to third
parties ("Participants") of the Credit Facility or participating
interests in the Credit Facility, to any and all discussions and
agreements heretofore or hereafter made between each Lender and
any Participant or prospective Participant regarding the interest
rate, fees, and other terms and provisions applicable to the
Credit Facility, and to each Lender's disclosure to any
Participant or prospective Participant, from time to time, of
such financial and other information pertaining to the Borrower
and the Credit Facility as any Lender and such Participant or
prospective Participant may deem appropriate (whether public or
non-public, confidential or non-confidential, and including
information relating to any insurance required to be carried by
the Borrower and any financial or other information bearing on
the Borrower's creditworthiness and the value of any collateral).
The Borrower acknowledges that the Lenders' disclosure of such
information to any Participant or prospective Participant
constitutes an ordinary and necessary part of the process of
effectuating and servicing the Credit Facility.

     8.13 Severability.  If any provision of any of the Loan
Documents shall be held invalid under any applicable law, such
invalidity shall not affect any other provision of the Loan
Documents that can be given effect without the invalid provision,
and, to this end, the provisions of the Loan Documents are
severable.

     8.14 Release of Non-Golf Areas.  In view of the fact that
the portion of the property subject to the Mortgage and the
Additional Security Mortgage, commonly known as the Bay Golf
Course (or the Bay Course) and Village Golf Course (or the
Village Course), has not been duly subdivided so as to constitute
one or more duly subdivided lots, the land descriptions of the
Bay Course and Village Course set forth or to be set forth in the
Mortgage and Additional Security Mortgage (the "Mortgages"),
include lands ("Excess Lands") in excess of the lands commonly
known to comprise the Bay Course and Village Course.  The Lenders
agree that the Borrower shall have the right to subdivide the
lands initially described in the Mortgages as comprising the Bay
Course and Village Course, and to obtain releases of the Excess
Lands from the liens of the Mortgages, upon the following terms
and conditions:  (a) the lot or lots to be released from the
Mortgages, comprising the Excess Lands, as well as the lot or
lots which are to remain subject to the Mortgages following the
release of the Excess Lands, shall have been designated as
specific lots approved by all governmental authorities having
jurisdiction over the subdivision thereof; (b) the costs of
subdivision and the costs of preparing the releases shall be
borne by the Borrower; (c) the form and content of each release
shall be acceptable to the Lenders; and (d) in connection with
any such release, appropriate provisions shall have been made for
access to and from, and utility and similar easements for, any
lot or lots not to be released from the Mortgages.  Within thirty
days after the Lenders' declaration of an Event of Default and of
their intention to foreclose the Mortgages, the Borrower shall
commence, and thereafter diligently pursue to completion, any
subdivision necessary to accomplish the purposes of this
Section 8.14, so as to enable the Lenders to foreclose the
Mortgages against all the Collateral, while releasing to the
Borrower the Excess Lands.  In the event the Borrower shall not
commence such subdivision within said thirty-day period, or
thereafter diligently pursue the subdivision to completion, the
Lenders shall be entitled at the Borrower's expense, and are
hereby appointed as the duly-appointed attorneys-in-fact of the
Borrower (with full power of substitution), to commence and/or
complete said subdivision.  Said power of attorney is coupled
with an interest, and is irrevocable.

     8.15 The Bank's Right of Setoff; Security Interest in
Accounts. Each Lender may set off obligations owed by the Lender
to the Borrower (such as balances in checking and savings accounts)
against the Obligations, without first resorting to other
Collateral, if an Event of Default shall have occurred or shall
have been declared or if any such obligations owed by the Lender
to the Borrower shall be seized or levied upon under any legal
process or under any claim of legal right.  To secure the
Obligations, the Borrower grants to the Agent or Lender a
security interest in all checking, savings, and other deposit
accounts now or hereafter maintained by the Borrower with the
Agent or Lender.

     8.16 Time is of the Essence.   Time is of the essence under
and in respect of this Agreement.

     8.17 Joint and Several Liability.  If more than one Borrower
has signed this Agreement, all Borrowers shall be liable under
this Agreement jointly, and each of them severally, for the
payment, observance, and performance of all of the Obligations.

     8.18 Headings.  The headings of the various provisions of
this Agreement are inserted for convenience of reference only and
shall not affect the meaning or construction of any provision.

     8.19 Survival of Certain Payment Obligations. The obligations
of the Borrower to indemnify the Lenders against, and pay and
reimburse to the Lenders, the costs and expenses referred to in
Section 8.4 of the Loan Agreement (a) shall survive the repayment
of the Loans and termination of the Loan Agreement to the extent
such losses, costs and expenses are specifically billed to the
Borrower within 60 days after full repayment of the Loans and
termination of this Agreement, and (b) shall not survive the
repayment of the Loans and termination of the Loan Agreement to
the extent of any such costs or expenses which are not
specifically billed to the Borrower within 60 days after full
repayment of the Loans and termination of the Loan Agreement.

     8.20 Counterparts.  This Agreement may be executed in
counterparts, each of which shall be an original instrument and
all of which shall together constitute one and the same
agreement.

     8.21 Dispute Resolution.  Any controversy or claim arising
out of or relating to the Loan Agreement or any of the other Loan
Documents shall, at the request of either party, be decided by
binding arbitration conducted in the State of Hawaii without a
judge or jury, under the auspices of the Commercial Arbitration
Rules of the American Arbitration Association in accordance with
Chapter 658 of the Hawaii Revised Statutes and the applicable
rules of the aforementioned organization.  The arbitrator will
apply any applicable statute of limitations and will determine
any controversy concerning whether an issue is arbitrable.
Judgment upon the arbitration award may be entered in any court
having jurisdiction.  The prevailing party will be entitled to
recover its reasonable attorneys' fees and costs as determined by
the arbitrator.  This agreement to arbitrate shall not limit or
restrict the right, if any, of any party to exercise before,
during or following any arbitration proceeding, with respect to
any claim or controversy, self-help remedies such as setoff, to
foreclose a mortgage or lien or other security interest in any
Collateral judicially or by power of sale, or to obtain
provisional or ancillary remedies such as injunctive relief from
a court having jurisdiction.  Either party may seek those
remedies without waiving its right to submit the controversy or
claim in question to arbitration.

     8.22 Termination of Village Course Facility.  The Village
Course Facility (as defined in the Second Restatement) is hereby
terminated.

     8.23 Consent to Assignment to PCA.  Borrower consents to the
assignment of interests in the Credit Facility and under the Loan
Document, including, without limitation, the Environmental
Indemnity, to PCA.

                        IX.  Definitions

     9.1  Additional Security Mortgage means the Additional Security
Mortgage  and  Security Agreement dated March 1,  1993,  made  by
Kapalua  Land  Company,  Ltd.  and  recorded  in  the  Bureau  of
Conveyances of the State of Hawaii as Document No. 93-036900,  as
originally executed or thereafter modified.

     9.2  Agency Agreement means the Agency Agreement dated as of
March 1, 1993, among Original Lenders and the Agent, authorizing
the Agent to act as agent in respect of the Loans, as amended and
restated by Amended and Second Restated Agency Agreement of even
date herewith by and among Lenders and Agent, as the same may be
further amended from time to time.

     9.3  Aggregate Loan Commitment shall have the meaning given
in Section 1.1(a)

     9.4  Applicable Margin shall have the meaning given in Section
1.6(a).

     9.5  Base Rate means the primary index rate established from
time to time by Bank of Hawaii in the ordinary course of its
business and with due consideration of the money market, and
published by intrabank memoranda for the guidance of its loan
officers in pricing all of its loans which float with the Base Rate.

     9.6  Base Rate Loan means any Loan for which interest is
calculated on the basis of the Base Rate.

     9.7  Business Day means any day on which the main branch of
Bank of Hawaii, in Honolulu, Hawaii, is open for business and, with
respect to any LIBOR Loan, a day on which the main branch of Bank
of Hawaii, in Honolulu, Hawaii, and commercial banks in New York
City are open for business.

     9.8  Capital Expenditures means all expenditures that, in
accordance with GAAP, should be capitalized on the accounting
records of the Borrower and its Subsidiaries.

     9.9  Collateral shall have the meaning given in Section 1.3

     9.10 Confirmations of Mortgage means the confirmation of the
Mortgage of even date herewith by and between Borrower and
Lenders and the confirmation of the Additional Security Mortgage
of even date herewith by and between Kapalua Land Company, Ltd.
and Lenders.

     9.11 Conversion Date shall have the meaning provided in
Section 1.5.

     9.12 Debt Service means, for the applicable period, the sum
of interest expense and scheduled principal payments made,
exclusive of payments made in connection with the Village Course
Facility (as defined in the Second Restatement).

     9.13 Debt Service Coverage Ratio shall mean the ratio of
Operating Cash Flow to Debt Service, in each case for the 12
months preceding the date of determination.

     9.14 Effective Date shall have the meaning assigned thereto
in Section 3.2 hereof.

     9.15 Environmental Indemnification Agreement means the
Environmental Indemnification Agreement, dated March 1, 1993,
made by the Borrower in favor of Original Lenders, as amended
from time to time.

     9.16 Event of Default shall have the meaning given in Section
7.1.

     9.17 Expiry Date means December 31, 2003.

     9.18 Financial Statements means the consolidated balance
sheets of the Borrower and its Subsidiaries and consolidated
statements of income and retained earnings of the Borrower and
its Subsidiaries and other financial statements (a) heretofore
furnished to the Lenders, or any of them, and (b) to be furnished
to the Lenders pursuant to the provisions of this Loan Agreement.

     9.19 GAAP shall have the meaning given in Section 4.6.

     9.20 Indebtedness for Borrowed Money means any indebtedness
or obligation or liability to repay borrowed monies, whether
matured or unmatured, liquidated or unliquidated, direct or
contingent, joint or several, including, without limitation, all
such indebtedness guaranteed, directly or indirectly, in any
manner, or endorsed (other than for collection or deposit in the
ordinary course of business) or discounted with recourse.

     9.21 Individual Loan Commitment means:

          (a)  In respect of BOH, $9,000,000;

          (b)  In respect of FHB, $6,000,000;

	    (c)  In respect of CPB, $4,000,000; and

	    (d)  In respect of PCA, $6,000,000.

     9.22 Individual Loan Commitment Percentage means, in
respect of BOH, 36.0000000%; in respect of FHB 24.0000000%; in
respect of CPB 16.0000000%; and in respect of PCA 24.0000000%.

     9.23 Interest Period means the period commencing on the
Business Day on which a LIBOR Loan is disbursed, rolled over or
converted from  another  pricing option, and ending on the date
one, two, three or six months thereafter, as selected by the
Borrower in its Notice of Loan/Conversion in respect of LIBOR
Loans; provided that if such ending date is not a Business Day,
such ending date shall be deemed to be the next succeeding
Business Day unless such next succeeding Business Day falls in a
new calendar month, in which case the ending date shall be the next
preceding Business Day.  No Interest Period for a Revolving Loan
shall extend beyond the Expiry Date.  No Interest Period for a
Term Loan shall extend beyond the Maturity Date.

     9.24 Investments means all expenditures by the Borrower and
its Subsidiaries, not reflected as Capital Expenditures in the
Financial Statements, made for the purpose of acquiring,
increasing or supplementing equity interests of any nature in
partnerships, joint ventures, corporations, trusts, associations
or other business entities, or in real property of any kind, and
reflected as Investments in the Financial Statements.

     9.25 KCA means Kaahumanu Center Associates, a Hawaii limited
partnership which is organized between the Borrower, as general
partner, and the State of Hawaii Employee Retirement System, as
limited partner, for the purpose of acquiring, expanding and
operating the Kaahumanu Shopping Center complex.

     9.26 Laws means all ordinances, statutes, rules, regulations,
orders, injunctions, writs or decrees of any government or
political subdivision or agency thereof, or any court or similar
entity established by any thereof.

     9.27 Lenders is defined in the preamble of this Amendment and
Restatement.

     9.28 LIBOR means the reserve-adjusted rate of interest per
annum, rounded upward if necessary, to the nearest four decimal
places, at which U.S. dollar deposits in immediately available
funds are offered to major banks in the interbank market at 11:00
a.m. New York time three Business Days prior to the commencement
of an Interest Period.  The Bank shall establish LIBOR for each
Interest Period based on offered rates as reported by reporting
services generally used by the Bank.  Rates are quoted based on
both the Interest Period and the amount of Loan requested by the
Borrower.  Such rate shall incorporate the following adjustment
for any reserve requirements relative to dollar deposits, placed
on the Bank by any regulatory body:

                                       LIBOR (Unadjusted)
LIBOR (Reserve Adjusted) =    (100% - LIBOR Reserve Requirement)

     The  Bank's  determination of LIBOR  shall  be  binding  and
     conclusive upon the Borrower absent manifest error.

     9.29 LIBOR Loan means any Loan for which interest is
calculated on the basis of LIBOR.

     9.30 LIBOR Reserve Requirement means the then maximum
effective rate per annum (expressed as a percentage), as
determined solely by the Bank, of reserve requirements imposed by
any regulatory body (such as those pursuant to Regulation D of
the Board of Governors of the Federal Reserve System) on
eurocurrency liabilities of U.S. banks having a term to maturity
equal to the applicable Interest Period; and as adjusted by the
Bank for changes or scheduled changes in such percentage during
the applicable Interest Period.

     9.31 Loan Agreement means the Original Loan Agreement, as
amended aforesaid and by this Amendment and Restatement and any
further amendments, modifications, extensions or renewals thereof.

     9.32 Loans means the Revolving Loans and the Term Loans.

     9.33 Loan Documents shall have the meaning given in Section
1.7.

     9.34 Maintenance Capital Expenditures shall mean Capital
Expenditures made to replace worn out or obsolete assets used by
Borrower and the Subsidiaries in the normal course of their
business.

     9.35 Majority in Interest of the Lenders means Lenders
holding 66.67% of the aggregate principal amount of the Loans
then outstanding hereunder (or if no Loans are at the time
outstanding, Lenders having 66.67% of the Aggregate Loan
Commitment).

     9.36 Maturity Date means December 31, 2006.

     9.37 Mortgage means, collectively, the Mortgage and Security
Agreement dated March 1, 1993, made by the Borrower, as
Mortgagor, in favor of the Lenders, as Mortgagees, recorded in
said Bureau as Document No. 93-036896 and that certain Mortgage
and Security Agreement made by Borrower, as Mortgagor, in favor
of Lenders, as Mortgagees, recorded in said Bureau as Document
No. 93-036898, as the same were originally executed and as
thereafter amended or modified.

     9.38 Net Profits means, for any fiscal year, the
consolidated, after-tax net profits of the Borrower and its
Subsidiaries for such year, determined in accordance with GAAP.

     9.39 Net Worth means the consolidated net worth of Borrower
and the Subsidiaries, as shown in their most recent Financial
Statements, less any goodwill or debt discounts carried as assets
on such Financial Statements, trademarks, patents, copyrights,
organizational expenses and other similar intangible items,
exclusive of predevelopment costs which will be allocated to
future projects.

     9.40 Notes shall have the meaning given in Section 1.7 and
shall include any modifications, renewals or modifications thereof.

     9.41 Notice of Loan/Conversion shall mean a written notice in
the form attached as Exhibit A.

     9.42 Obligations shall have the meaning given in Section 1.8.

     9.43 Operating Cash Flow shall mean the consolidated net
income of the Borrower and its Subsidiaries plus the sum of
(i) depreciation and amortization, (ii) interest expense,
(iii) equity losses in joint ventures, and (iv) losses on asset
dispositions; less the sum of (v) equity earning in joint
ventures, (vi) Maintenance Capital Expenditures, and
(vii) dividends paid; plus (viii) the net sum of actual
distributions and contributions from or to joint ventures
(without duplication).

     9.44 Participants shall have the meaning given in Section
8.12.

     9.45 Payment Office shall mean Bank of Hawaii, Corporate
Banking Division, 130 Merchant Street, 20th Floor, Honolulu HI
96813.

     9.46 Person means any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated
organization, joint venture, court or government or political
subdivision or agency thereof.

     9.47 Recourse Debt means, as to the Borrower or any
Subsidiary, all items of indebtedness, obligation or liability
for borrowed funds, whether now existing or hereafter incurred,
matured or unmatured, direct or contingent, joint or several,
including, but without limitation:

          (a)  All indebtedness for borrowed money guaranteed,
directly or indirectly, in any manner, or endorsed (other than
for collection or deposit in the ordinary course of business) or
discounted with recourse;

	    (b)  All indebtedness for borrowed money in effect
guaranteed, directly or indirectly, through agreements,
contingent or otherwise: (1) to purchase such indebtedness; or
(2) to purchase, sell or lease (as lessee or lessor) property,
products, materials or supplies or to purchase or sell services,
primarily for the purpose of enabling the debtor to make payment
of such indebtedness or to assure the owner of the indebtedness
against loss; or (3) to supply funds to or in any other manner
invest in the debtor; and

	    (c)  All indebtedness for borrowed money secured by
(or for which the holder of such indebtedness has a right,
contingent or otherwise, to be secured by) any mortgage, deed
of trust, pledge, lien, security interest or other charge or
encumbrance on property owned or acquired subject thereto,
whether or not the liabilities secured thereby have been
assumed; provided, however, the foregoing provisions to the
contrary notwithstanding, Nonrecourse Secured Debt shall not
be considered Recourse Debt. For this purpose "Nonrecourse
Secured Debt" means all items of indebtedness incurred by the
Borrower or a Subsidiary for borrowed money, now existing or
hereafter arising, secured  by real or personal collateral and
in respect of which the sole recourse of the holder of the debt
instrument for payment  of  the  indebtedness evidenced thereby
is against the collateral for such indebtedness, and not against
the obligor individually or the obligor's other assets.

     9.48  Revolving  Loans  shall  have  the  meaning  given  in
Section 1.1(a).

     9.49 Revolving Loan Period shall have the meaning given in
Section 1.1(a).

     9.50 Subsidiary means any corporation of which more than 50%
of the outstanding voting securities having ordinary voting power
to elect a majority of the Board of Directors of such corporation
shall, at the time of determination, be owned directly, or
indirectly through one or more Subsidiaries, by the Borrower. A
list of the currently-existing Subsidiaries is attached hereto as
Exhibit C.

     9.51 Term Loan has the meaning given to it in Section 1.1(b).

     9.52 Total Debt means, as to the Borrower and all
Subsidiaries, on a consolidated basis, all Indebtedness for
Borrowed Money, including, without limitation, all Recourse Debt
and Nonrecourse Secured Debt, plus all lease obligations which are
capitalized on the Borrower's and/or Subsidiaries, balance sheets
in accordance with generally accepted accounting principles.

     9.53 Type of Loan shall refer either to a Base Rate Loan or a
LIBOR Loan, as defined herein.

   X.   Amendment and Restatement; Amendment of Loan Documents

     10.1 Effect of Amendment.  On and as of the Effective Date, the
Original  Loan Agreement shall be deemed amended and restated  in
its  entirety  by  this  Amendment and Restatement,  which  shall
supercede   the  terms  and  provisions  of  the  Original   Loan
Agreement, as previously amended, with respect to all obligations
from and after the date of this Amendment and Restatement and the
other  Loan Documents shall be deemed amended to conform  to  the
amendments  effected  by  this  Amendment  and  Restatement.  The
Borrower,  the Lenders and the Agent acknowledge and  agree  that
this Amendment and Restatement constitutes only an amendment  and
restatement  of  the Original Loan Agreement, and  in  connection
therewith,  (1)  nothing  herein is intended,  nor  shall  it  be
construed, to constitute a refinancing of the indebtedness  under
the  Original  Loan  Agreement, (2) all  outstanding  obligations
under  the  Original  Loan  Agreement and  the  "Loan  Documents"
referred to therein, as amended, shall continue to be outstanding
under  this  Amendment  and Restatement and  the  Loan  Documents
referred  to herein and (3) all Obligations owing from and  after
the  Effective  Date  shall be paid, performed  and  observed  in
accordance  with the terms of this Amendment and Restatement  and
the  other Loan Documents, as so amended restated and as  may  be
further amended from time to time.

     10.2 Amendment of Loan Documents.  The Borrower, the Lenders
and the Agent agree that from and after the Effective Date, all
references to (1) the Original Loan Agreement (including, without
limitation, references to "Revolving and Term Loan Agreement",
the "Loan Agreement" or "Agreement" or other defined terms) set
forth in the Notes, the Mortgage, the Environmental Indemnity
Agreement, the Additional Security Mortgage and any other Loan
Documents, as amended, shall mean the Original Loan Agreement, as
amended and restated aforesaid and by this Amendment and
Restatement and as may be further amended from time to time, and
(2) the Notes, or any of them, shall mean the Note, and (3) any
of the other Loan Documents shall mean such Loan Documents, as
heretofore amended, as amended and restated by this Amendment and
Restatement and as may be further amended from time to time.

     10.3 Confirmation of Loan Documents.  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
Amendment and Restatement by the parties hereto.

     IN  WITNESS WHEREOF, the Borrower, the Lenders and the Agent
have  duly executed this Amendment and Restatement, the execution
of  this  Amendment and Restatement by the Borrower  constituting
(a)  the  personal  certification of  the  persons  signing  this
Amendment and Restatement on behalf of the Borrower that, to  the
best  of their knowledge, the representations and warranties made
in  Article IV of the Loan Agreement are true and correct  as  of
the   date  of  this  Amendment  and  Restatement,  and  (b)  the
undertaking of such persons and of the Borrower that each request
for a disbursement of Loan proceeds, made pursuant to Section 1.4
of   the   Loan   Agreement,  shall  constitute  the   Borrower's
affirmation  and  the personal affirmation on  the  part  of  the
persons  making such request that, to the best of their knowledge
at  the  time  of  the  making  of  any  such  request,  (i)  the
representations and warranties stated in Article IV of  the  Loan
Agreement  are  true and correct, (ii) no Event of Default  under
the  Loan Agreement has occurred and is continuing, and (iii)  no
event  has  occurred and is  continuing that, with the giving  of
notice or passage of time, or both, would become such an Event of
Default.


MAUI LAND & PINEAPPLE            BANK OF HAWAII
COMPANY, INC.
                                 By/S/JAMES C. POLK
By/S/PAUL J. MEYER                  James C. Polk
   Paul J. Meyer                  Its Vice President
 Its Executive Vice President/
       Finance

By/S/ADELE H. SUMIDA             FIRST HAWAIIAN BANK
   Adele H. Sumida
 Its Controller                  By:/S/LANCE A. MIZUMOTO
                  (Borrower)         Lance A. Mizumoto
                                   Its Senior Vice President
BANK OF HAWAII

By/S/JAMES C. POLK               CENTRAL PACIFIC BANK
   James C. Polk
 Its Vice President              By:/S/ROBERT D. MURAKAMI
                     (Agent)         Robert D. Murakami
                                   Its Vice President


                                 AMERICAN AGCREDIT, PCA

                                 By/S/GARY VAN SCHUYVER
                                    Gary Van Schuyver
                                   Its Vice President

                                                 (Lenders)







                            EXHIBIT A
                    Notice of Loan/Conversion


DATE:     ________________________

TO:  Mr. James Polk, Vice President
     Bank of Hawaii
     Corporate Banking Division
     130 Merchant Street
     Honolulu, Hawaii 96813

     FAX: (808) 537-8301

SUBJECT:  Revolving and Term Loan Agreement, dated as of December
          31,  1992, by and among MAUI LAND & PINEAPPLE  COMPANY,
          INC. ("Borrower"), Bank of Hawaii, First Hawaiian Bank,
          Central Pacific Bank and Bank of America National Trust
          and  Savings  Association, as amended, inter  alia,  by
          Amended  and Third Restated Revolving Credit  and  Term
          Loan  Agreement by and among Borrower, Bank of  Hawaii,
          First  Hawaiian Bank, Central Pacific Bank and American
          AgCredit, PCA (the "Agreement")

Pursuant  to  Section 1.4 or Section 1.5 of  the  Agreement,  the
Borrower  hereby requests a Loan under the Credit Facility  or  a
conversion  of  an  existing Loan under the Credit  Facility  and
confirms  the following instructions therefor (capitalized  terms
not   defined herein shall have the respective meanings  assigned
in the Agreement):

          Requested Date:
          Principal Amount:

   Base Rate Loan            New Revolving Loan
   LIBOR Loan                LIBOR Rollover
                             Conversion from Base Rate to  LIBOR
                             Loan
                             Conversion from LIBOR to Base  Rate
                             Loan

Interest Period (LIBOR Loans):  ____One  ___Two  ___Three  ___Six
months

METHOD OF DRAWING (New Revolving Loan)

     Credit  to  the  Borrower's  Deposit  Account  No.  61058745
maintained with Bank of Hawaii.

The Borrower hereby certifies as follows:

1.    The representations and warranties set forth in Section  IV
of  the  Agreement are true and correct on and  as  of  the  date
hereto,  provided  that the representations  and  warranties  set
forth in Section 4.6 of the Agreement shall be deemed to be  made
with  respect to the Financial Statements most recently delivered
to the Bank pursuant to the Agreement.

2.    As  of  the  date  hereof, no event  has  occurred  and  is
continuing  that  (a) constitutes an Event of Default  under  the
Agreement, or (b) with the giving of notice or passage  of  time,
or both, would constitute an Event of Default.

3.   The Borrower has observed and performed all of the
Borrower's covenants and other agreements, and satisfied every
condition, contained in the Agreement and in the other Loan
Documents, to be observed, performed or satisfied by the
Borrower.
                                 MAUI  LAND & PINEAPPLE  COMPANY,
                                 INC.


                                 By_____________________________
                                 ___

                                 Its

                                                         BORROWER




			          Exhibit B


                           Master Note


$________                                       Honolulu, Hawaii
                                             December ____, 2001

     The undersigned ("Borrower") promises to pay to the order of
_________  ("Lender") the principal amount of  $_________  or  so
much  thereof  as shall have been disbursed by Lender  under  the
Credit Facility (to which reference is hereinafter made) and  may
remain   outstanding,  together  with  interest  on   outstanding
balances  of principal in accordance with and under the terms  of
that  certain  Revolving  and Term Loan Agreement,  dated  as  of
December  31, 1992 (the "Original Loan Agreement"), by and  among
Borrower,  Bank  of Hawaii, First Hawaiian Bank, Central  Pacific
Bank  and Bank of America National Trust and Savings Association,
which Original Loan Agreement established a credit facility  (the
"Credit   Facility")   in  the  original  principal   amount   of
$40,000,000.00,  as  amended by, among  other  instruments,  that
certain Amended and Third Restated Revolving Credit and Term Loan
Agreement  of even date, by and among Borrower, Bank  of  Hawaii,
First  Hawaiian Bank, Central Pacific Bank and American AgCredit,
PCA, and as the same may from time to time be further amended.


                                 MAUI  LAND & PINEAPPLE  COMPANY,
                                 INC.


                                 By_____________________________
                                 ___

                                 Its


                                 By_____________________________
                                 ___

                                 Its

                                                         BORROWER






                            EXHIBIT C
                       SUBSIDIARY LISTING


                  Maui Pineapple Company, Ltd.
                   Kapalua Land Company, Ltd.
                   Kapalua Water Company, Ltd.
              Kapalua Waste Treatment Company, Ltd.
              Honolua Plantation Land Company, Inc.
                Kapalua Advertising Company, Ltd.
                Kapalua Investment Company, Ltd.
                  Kapalua Realty Company, Ltd.
            Royal Coast Tropical Fruit Company, Inc.
               Costa Royal De Frutas Tropicales SA
                    Costa Royal De Panama SA
                   Pineapple Hill Estates LLC








                          Schedule 5.3
                     Compliance Certificate


DATE:     __________________________

TO:       Bank of Hawaii
          Attn:  Mr. James Polk, Vice President
          130 Merchant Street
          Honolulu, Hawaii  968113
          Telecopier No.:  (808) 537-8301

SUBJECT:  Revolving and Term Loan Agreement, dated as of December
          31,  1992, by and among MAUI LAND & PINEAPPLE  COMPANY,
          INC. ("Borrower"), Bank of Hawaii, First Hawaiian Bank,
          Central Pacific Bank and Bank of America National Trust
          and  Savings  Association, as amended, inter  alia,  by
          Amended  and Third Restated Revolving Credit  and  Term
          Loan  Agreement by and among Borrower, Bank of  Hawaii,
          First  Hawaiian Bank, Central Pacific Bank and American
          AgCredit, PCA (the "Agreement")

Pursuant  to  Section  5.3(f) of the Agreement,  the  undersigned
hereby certifies as follows (capitalized terms not defined herein
shall have the respective meanings assigned in the Agreement):

1.    The  undersigned is the  President/ chief financial officer
of Borrower.

2.   The information furnished in Attachment A hereto is true and
correct as the last day of the fiscal quarter preceding the date
of this Compliance Certificate.
3.   The representations and warranties set forth in Section IV
of the Agreement are true and correct on and as of the date
hereto, provided that the representations and warranties set
forth in Section 4.6 of the Agreement shall be deemed to be made
with respect to the financial statements delivered to the Bank
concurrently herewith pursuant to the Agreement.
4.   As of the date hereof, no event has occurred and is
continuing that (a) constitutes an Event of Default under the
Agreement, or (b) with the giving of notice or passage of time,
or both, would constitute an Event of Default.  The Borrower has
observed and performed all of the Borrower's covenants and other
agreements, and satisfied every condition, contained in the
Agreement and in the other Loan Documents, to be observed,
performed or satisfied by the Borrower.


                             _______________________________







                          Attachment A
                    To Compliance Certificate
                        Dated ___________



DEBT SERVICE COVERAGE RATIO

     Required Minimum:  1.20

RECOURSE DEBT                                    $

NET WORTH                                        $

     Required  Minimum:  $60,100,000  plus
     $___________  (50% of cumulative  Net
     Profits  (but  not net losses)  after
     December 31, 1998)

RECOURSE DEBT TO NET WORTH RATIO

     Permitted Maximum:  1.10





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>5
<FILENAME>ameragcredit.txt
<DESCRIPTION>AMENDMENT TO LOAN AGREEMENT
<TEXT>

                 AMENDMENT TO LOAN AGREEMENT


     This  Amendment to loan Agreement ("Agreement") is made
as  of  December 31, 2001, by and between American AgCredit,
FlCA  successor  in  interest to Pacific Coast  Farm  Credit
Services,  FlCA successor in interest to Pacific Coast  Farm
Services,  ACA ("FlCA") and American AgCredit, PCA successor
in  interest  to  Pacific Coast Farm  Credit  Services,  PCA
successor in interest to Pacific Coast Farm Credit Services,
ACA  ("PCA")  and  Maui Land & Pineapple  Company,  Inc.,  a
Hawaii corporation ("Borrower").

                          RECITALS

     A.    Borrower  and PCA entered into a  loan  agreement
dated  April  18,  1997  (the  "Equipment  Loan  Agreement")
whereby  PCA made available to Borrower a revolving line  of
credit  and  term loan ("Loan") pursuant to  the  terms  and
conditions  set  forth in the Equipment Loan  Agreement  and
evidenced by a promissory note dated April 18, 1997  in  the
amount   of   Five  Million  Dollars  ($5,000,000.00).   The
Equipment  Loan  Agreement was amended on October  5,  1998,
February 16, 2000, May 16, 2000, March 23, 2001, May 4, 2001
and August 10, 2001.

     B.    Borrower  and FLCA entered into a loan  agreement
dated  June 1 I 1999 (the "Term Loan Agreement")  which  was
amended  on  February 16, 2000, May 16, 2000 and  March  23,
2001.

     C.    Borrower,  PCA  and FLCA now wish  to  amend  the
Equipment  Loan  Agreement and the Term  Loan  Agreement  to
revise  the definition of Consolidated Cash Flow to  include
cash distributions from and contributions to joint ventures.
Additionally,  Borrower and PCA wish to amend the  Equipment
Loan  Agreement provision on Capital Expenditures to exclude
Investments  so  that  the  provision  is  consistent   with
Borrower's other loans.

ACCORDINGLY, THE PARTIES AGREE AS FOLLOWS:

     1.     The  definition  of  "Consolidated  Cash   Flow"
contained  in Section 1 of both the Equipment Loan Agreement
and the Term Loan Agreement is amended to read as follows:

          "Consolidated Cash Flow" shall mean, for  any
     period,  for  Borrower and its Subsidiaries  on  a
     consolidated  basis, the sum (without duplication)
     of:  (a) Consolidated Net Income; plus (b) the sum
     of  (i)  Equity in Losses of Joint Ventures,  (ii)
     extraordinary  non-  cash losses,  (iii)  interest
     expense  (including the interest  portion  of  any
     capitalized  lease obligations);  (iv)  depletion,
     depreciation,  and  amortization,  (v)  losses  on
     assets  sales  and (vi) actual cash  distributions
     from  joint  ventures; minus (c) the  sum  of  (i)
     Equity   in  Earnings  of  Joint  Ventures,   (ii)
     extraordinary   gains,  (iii)   non-cash   amounts
     resulting from Adjusted Gains on Asset Sales, (iv)
     Maintenance Capital Expenditures, (v) actual  cash
     distribution  to joint ventures, (vi) expenditures
     for  other investments, (vii) partner advances  to
     related  entities, and (viii) Restricted  Payments
     made  during  such period, other  than  Restricted
     Payments  referred  to  in  clause  (iii)  of  the
     definition of Restricted Payments.

     3.    Section 14(f) of the Equipment Loan Agreement
is amended to read as follows:

          Make Capital Expenditures, other than Capital
     Expenditures  for  or  Investments  in  Borrower's
     "Kaahumanu   Center  Associates"  Subsidiary,   in
     excess of the following amounts:

          Year                In Excess of
          2000                $18,500,000
          2001                $13,500,000
          2002                $12,500,000

     4.   The Recitals are acknowledged as true and correct.

     5.    Any capitalized term herein not otherwise defined
shall  have  the  meaning set forth in  the  Equipment  Loan
Agreement and the Term Loan Agreement.

     6.    The Borrower represents and warrants that,  after
giving  effect  to this Agreement, it is in compliance  with
the terms and conditions of the Equipment Loan Agreement and
the Term Loan Agreement.

     7.    Except as expressly modified or changed  by  this
Agreement,   the  terms  of  the  original  Equipment   Loan
Agreement, the Term Loan Agreement as previously amended and
modified,  and  all  other  related  loan  documents  remain
unchanged and in full force and effect. Consent by  PCA  and
FLCA  to  the changes described herein does not waive  their
right  to  strict  performance of the terms  and  conditions
contained  in  the Equipment Loan Agreement  and  Term  Loan
Agreement  as  amended, nor obligate  them  to  make  future
changes  in terms. Nothing in this Agreement will constitute
a  satisfaction of the Indebtedness. It is the intention  of
PCA  and  FLCA  to  retain  as liable  parties  all  makers,
guarantors,  endorsers of the original Indebtedness,  unless
such party is expressly released by PCA and FLCA in writing.


     8.    The  amendments set forth herein shall be binding
when this Agreement has been signed and returned to the  PCA
and the FLCA.

     IN  WITNESS  WHEREOF  the parties  have  executed  this
Agreement on the date first above written.




BORROWER:

MAUl LAND & PINEAPPLE COMPANY, INC.,
a Hawaii corporation


By:  /S/ PAUL J. MEYER
      Paul J. Meyer
Title:  Executive Vice President/Finance

By:  /S/DARRYL Y.H. CHAI
      Darryl Y.H. Chai
Title:  Treasurer



PCA and FLCA

AMERICAN AGCREDIT, FLCA
and AMERICAN AGCREDIT, PCA


By:  /S/GARY VAN SCHUYVER
      Gary Van Schuyver
Title:  Vice President




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>6
<FILENAME>annualreport01.txt
<DESCRIPTION>2001 ANNUAL REPORT TO SHAREHOLDERS
<TEXT>



MAUI LAND & PINEAPPLE COMPANY, INC
ANNUAL REPORT
2001

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                                                   20
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,
the successor to a business 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 1,830 people in 2001 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 Queen Ka'ahumanu Center, the largest retail
and entertainment center on Maui.  It also includes the Company's
land entitlement and management activities and land sales and
development activities that are not part of the Kapalua Resort.




On the cover:  Maui Pineapple's newest products.




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

Queen Ka'ahumanu 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,               Honolulu, Hawaii 96813-2870
New Jersy  07606-1915           Telephone:  808-543-0700
Telephone:  800-356-2017
www.melloninvestor.com






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

<caption>
                                      2001            2000        1999
                             (Dollars in Thousands Except Per Share Amounts)

<s>                              <c>            <c>            <c>
REVENUES
  Pineapple                      $   97,426     $   85,892     $ 94,535
  Resort                             70,078         50,262       47,950
  Commercial & Property               5,029          5,043        4,381
  Corporate                              47            286          132

Total                               172,580        141,483      146,998

NET INCOME                            7,568            452        4,670

NET INCOME PER COMMON SHARE      $     1.05     $      .06     $    .65

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

TOTAL ASSETS                     $  176,433     $  169,951     $153,387

CURRENT RATIO                           2.1            1.7          1.5

LONG-TERM DEBT and
  CAPITAL LEASES                 $   39,581     $   41,012     $ 25,497

STOCKHOLDERS' EQUITY                 73,419         65,922       66,400

STOCKHOLDERS' EQUITY PER
  COMMON SHARE                   $    10.20     $     9.16     $   9.23

EMPLOYEES                             1,830          1,890        2,040

</table>






TO OUR SHAREHOLDERS and EMPLOYEES:

     We are pleased to report that net income increased from
$452,000 or $0.06 per share in 2000 to $7.6 million or $1.05 per
share in 2001.  The increased net income for the year was due
entirely to real estate sales at the Kapalua Resort.  In 2001, all
36 condominium units in the Coconut Grove on Kapalua Bay closed
escrow, with 18 closings taking place in the fourth quarter.  This
luxury condominium project is a joint venture in which the Company
owns a 50 percent interest.  Also in 2001, the Kapalua Resort
division recognized profit on sales of 20 of the 31 single-family
lots at Pineapple Hill Estates subdivision.  We also believe we
have made substantial progress in the transformation of our
pineapple business.  The Pineapple division substantially increased
revenue and contribution from non-canned pineapple products,
further reducing the Company's reliance on the highly cyclical
canned pineapple product category.
     The tragic terrorist attacks on the New York World Trade
Center and on the Pentagon on September 11, 2001 had significant,
immediate and longer-term negative impact on all of the Company's
operations.  The cessation of commercial air transportation in the
U.S. immediately after September 11 stopped air freight fresh
pineapple shipments and sales, and also resulted in an almost 40
percent reduction in occupancy at the Kapalua Resort.  The U.S.
economy, which was already experiencing lower consumer confidence
levels and a general slowdown in business activity, turned for the
worse.  In particular, vacation travel from the U.S. and Japan to
Hawaii slowed dramatically.  The combination of uncertainty posed
by the ensuing war on terrorism, the possibility of further
terrorist attacks, the general shock with the magnitude of the
attacks, the ensuing fighting in Afghanistan and the worsening
level of economic activity in Japan, the U.S. and Europe, has had a
lingering negative effect on the Company's operations which is
expected to persist through 2002.  The impacts of the above events
of September 11 on the Company's business segments are more fully
described in the attached additional sections of this report.  We
expect these impacts to limit our progress toward our goal of a 10
to 15 percent return on equity in 2002, and possibly into 2003.
     Revenues of $173 million for 2001 were an all-time record and
were higher by 22 percent than 2000.  Net income for 2001 includes
a $12 million profit contribution from real estate projects and
land sales.  The largest profit contribution was from the Coconut
Grove project, which was responsible for about 60 percent of the
development contribution.  The sale of lots in the Pineapple Hill
Estates project was responsible for approximately 30 percent of the
development contribution.  Lastly, sale of an undeveloped parcel at
the Kapalua Resort for conservation purposes was responsible for
about 5 percent of the contribution from development activities.
Land sales and development activity, by comparison, contributed
approximately $1.3 million to net income in 2000 and $1.5 million
in 1999.  Cash provided by operating activities increased
substantially from $1.5 million in 2000 to $16 million in 2001.
This increase in cash flow from operations is primarily
attributable to improved results from development activities.
Investment in property, plant and equipment was $13.4 million in
2001, a reduction of $4.8 million from 2000 levels.  The Company's
total debt, including capital leases, decreased $1.2 million from
$44.5 million to $43.3 million.  Due to lower average interest
rates experienced in 2001, partially offset by a lower level of
interest capitalized during the year, interest expense declined to
$2.9 million from $3.1 million in the year 2000.
     The Company's Pineapple division reported an operating loss of
$3.2 million in 2001, an increase from the $2.9 million operating
loss incurred in 2000.  Revenues of $97.4 million were up 13
percent over 2000 due to higher average sales prices for canned
pineapple, increased case volume of sales and increased sales of
non-canned products.  These increases were more than offset by
increased production costs, legal costs, pension and other
expenses.  The Company continued to experience highly competitive
market conditions for canned pineapple products in the United
States throughout the year.  According to the Food Industry Press,
indications are that canned pineapple production in Thailand was
down in the second half of 2001 and is expected to be lower in the
first half of 2002 compared to prior periods.  In addition, the
volume of canned pineapple imported from Thailand and the
Philippines appears to have declined through the first eleven
months of 2001 compared to prior periods.  Despite a 6 percent
reduction in number of tons of fruit processed in the Company's
cannery, the total number of cases packed increased by
approximately 4 percent.  Included in the Pineapple division
results for 2001 is receipt of a $1.8 million distribution from the
U.S. Customs Service pursuant to the Continued Dumping and Subsidy
Offset Act of 2000.  This law, which provides for distribution of
anti-dumping duties collected by the U.S. Customs Service to the
injured domestic industries, could result in payment in 2002.
     The Pineapple division continued to make good progress in
diversifying its revenues by development of new and higher margin
products.  Sales of the newest product line, Maui Fresh (trademark)
fresh-cut pineapple products, increased by 119 percent over 2000.  In
addition, fresh whole pineapple sales increased by 31 percent over
last year due primarily to the increased sales of Hawaiian Gold
(trademark) hybrid pineapple.  Sales of fresh whole pineapple from the
Company's Central American activities increased by 118 percent from
2000.  Further market penetration and sales volume of non-canned
products are key to the Company's future success.  These products
are expected to consistently provide higher margins than canned
pineapple and to be less susceptible to the cyclical oversupply of
canned pineapple products experienced during the past decade.
     As mentioned earlier, contribution from the Resort division
increased substantially due to real estate development profit.
Contribution from Resort operations, however, was significantly and
negatively affected by the dramatic reduction in business in
Hawaii's visitor industry as a result of the events of September
11.  The Hawaii visitor industry was already experiencing lower
levels of occupancy through the first nine months of last year.
The events of September 11 and the resulting drop in occupancies in
the second half of September and in the fourth quarter were severe.
As a result, the contribution from Resort operations declined by
196 percent from the record levels of 2000 and, for the full year,
Resort occupancy declined by 16 percent from 2000.  In addition to
the decline in occupancy, the events of September 11 resulted in a
severe slowdown in the pace of resort real estate sales in Hawaii;
no new sales contracts were written last year for sale of lots in
the Pineapple Hill Estates project after September 11.  We believe
the reduction in occupancy arising from economic downturn and the
events of September 11 will moderate as the U.S. economy improves
and that the level of real estate sales of resort properties
similarly will improve.
     The strategic positioning of the Kapalua Resort is highly
oriented toward golf.  2001 was the first full year of operation
for the new Village Course Clubhouse, practice facility and Kapalua
Golf Academy.  These new facilities place the Kapalua Resort in a
leadership position of golf resorts in Hawaii.  In addition, the
January 2002 Mercedes Championships event brought considerable
attention to the Resort and its golf facilities.  The worldwide
television coverage and the dramatic victory by Sergio Garcia
brought additional media attention to Kapalua.  We believe the
Resort is well positioned to take advantage of an increasing demand
for residential home and second home product in a resort
environment in the next several years.
     The Company's Commercial & Property operations recorded an
operating loss of $1.4 million last year compared to a loss of
$441,000 in the year 2000.  Before September 11, retail trends on
Maui were showing weakness compared to the year 2000, which was due
to the substantial increase in retail commercial property in 2001
and the slowing economy compared to 2000.  After September 11, Maui
retail sales were negatively affected by the decrease in visitor
occupancy and further reduced level of economic activity.  This
translated directly to lower sales by retail tenants in the fourth
quarter and lower full year retail sales for Queen Ka'ahumanu
Center and Napili Plaza.  As a result of the economic downturn and
difficult business environment, several national tenants either
filed for bankruptcy or reduced their number of stores.  Queen
Ka'ahumanu Center was negatively affected by store closings and
experienced lower average occupancy in 2001 compared to the year
2000.  The management of our Commercial & Property business segment
was reorganized to strengthen our development planning and to more
closely align division resources.  Don Young has assumed additional
duties as Executive Vice President/Resort & Commercial Properties,
including the Queen Ka'ahumanu Center and Napili Plaza.  Bob
McNatt, promoted to Vice President/Land Planning & Development, is
now responsible for Company-wide development activities.  These
changes allow greater focus on the retail opportunities available
at the Kapalua Resort and also provide greater focus and attention
on the Company's strategic goal of efficient use of the Company's
land assets.
     The overall business climate for the Company's Resort and
commercial property activities will continue to be difficult in
2002.  We expect that the oversupply of commercial retail property
and the lower level of visitor activity due to the national
economic slowdown will continue to be a drag on Resort operations
and commercial property performance.
     We are hopeful that the oversupply of canned pineapple
products will moderate somewhat in 2002, allowing the Company to
obtain fair pricing on its canned pineapple products.  We will
continue to aggressively expand our market penetration in fresh
pineapple products.
     While not demonstrated by 2001 operating contributions, we
believe substantial progress has been made in enhancing the value
of the Company's assets and in moving toward a higher, consistent
level of operating profit.
     Thank you for your continued support and commitment to the
Company.


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


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

March 6, 2002






PINEAPPLE

     The Company's Pineapple division reported an operating loss,
before allocated interest and income taxes, of $3.2 million for the
year 2001 compared to an operating loss of $2.9 million for 2000.
In 2001, higher average sales prices for canned pineapple products
and increased case volume of sales were more than offset by
increased production costs, legal costs, pension expense and other
general administrative expenses.
     Pineapple revenues for 2001 were $97.4 million, up 13% from
2000.  All major business categories, canned pineapple, Maui Fresh
(trademark) fresh-cut pineapple, Hawaiian Gold (trademark) hybrid
pineapple, and Royal Coast Tropical Fruit Company, Inc. (primarily
Central American fresh pineapple), had increased net sales.
     Canned pineapple, the Pineapple division's largest product
line, had an 8% increase in overall case sales volume.  Case sales
volume of concentrate, a relatively small product line, increased
26%.  Pineapple juice case sales volume, including both canned 46-
ounce and the new 64-ounce juice in plastic bottles (PET), was down
less than 1% versus 2000.
     Within the canned pineapple category, grocery case sales
declined 7% and institutional sales declined 14%.  These declines
can be partially attributed to the lingering economic impact of the
events of September 11 and general economic weakness throughout the
year.  This contributed to fewer and lower cost meals eaten away
from home.  In addition, hotels, resorts and cruise ships
experienced lower occupancy rates, which in turn led to a decline
in institutional food sales.
     Despite declines in Thailand's pineapple imports, the U.S.
market continued to have depressed grocery pricing for canned
pineapple throughout 2001.  The lower retail prices were partially
caused by Thailand's inventory surpluses carried over from 2000
production.  These surpluses were larger than usual due to weak
international markets.  The total average unit value for U.S.
imports of canned pineapple declined 5% for the eleven months
through November 2001 versus 2000.  U.S. imports of canned
pineapple from the Philippines had an even more significant 13%
decline in average unit value for the eleven months through
November 2001 versus 2000.
     Offsetting these declines in price and volume in the grocery
and institutional fruit categories was a 73% increase in case sales
of canned pineapple to the government and a 119% increase in Maui
Pineapple's newest product line of Maui Fresh (trademark) fresh-cut
pineapple.  The increase in sales to the U.S. government resulted
from additional purchases by the U.S. Department of Agriculture.
Although we expect the government fruit business in the future to
be strong, we do not expect to match the sales volume of 2001.  The
large increase in Maui Fresh (trademark) fresh-cut sales following the
73% gain in 2000 is an indication that Maui Fresh (trademark) fresh-cut
pineapple is being well received by retailers and consumers on the West
Coast.
     Revenues from fresh fruit sales represented about 16% of the
Pineapple division revenues in 2001.  Fresh whole pineapple net
sales for 2001 were 31% higher than 2000 sales.  Tons of fresh
fruit sold in 2001 increased 22% from 2000 levels, mainly due to
increased production of Hawaiian Gold (trademark) hybrid pineapple.
Within this product line, sales to customers on the mainland increased
and tons sold were up 62% in 2001 versus 2000, in part due to a new
warehouse account on the West Coast.  Sales of fresh whole
pineapple in Hawaii declined 19% in 2001 compared to 2000.  Much of
this decline in local sales reflects the reduced numbers of
visitors to Hawaii in 2001, especially following September 11.
     Total net sales for our subsidiary Royal Coast Tropical Fruit
Company, Inc. in 2001 increased 118% from 2000.  2001 was the first
full year of operation and sales from our Central American
subsidiary.  We anticipate that improvement in product quality from
strict quality control procedures, increased hybrid production and
a recovery in the East Coast fresh pineapple market will allow us
to improve the contribution from this product line.
     In 2001, the overall weather conditions on Maui for growing
pineapple improved over the previous year.  However, rainfall at
every key rain gauge station on the Company's lands was below the
five-year average, with the exception of two stations in the
Makawao and Pukalani area of east Maui.  The Company's irrigation
systems continued to provide adequate water to produce a high
quality, reliable fruit supply.  Total tonnage of pineapple
harvested in 2001 was higher than expected due to the favorable
growing conditions, yet below 2000 levels due to a planned
reduction in acreage under cultivation.  Fruit and juice recovery
in terms of cases per ton of fruit improved in 2001 over 2000
levels.  This was due to better growing conditions and a higher
percentage of plant crop fruit.  In 2001, the Company continued its
plan to consolidate and streamline its production operations.  This
plan includes purchasing or leasing farmland in central or east
Maui and partially phasing out of more remote farmland in west
Maui.  This will substantially reduce the cost of transporting
fruit from our Honolua plantation to the cannery or to Kahului
airport.
     Antidumping duties on canned pineapple from Thailand were in
effect throughout 2001.  In October 2001, the U.S. Department of
Commerce concluded the fifth annual administrative review process
resulting in lower antidumping assessment rates for certain Thai
pineapple producers.  The "all others" rate, which covers exporters
who have not been included in a previous part of the proceeding,
remains at its original level.  In December 2001, the Company
received a $1.8 million cash distribution from the U.S. Customs
Service.  The distribution was made pursuant to the Continued
Dumping and Subsidy Offset Act of 2000, which provides for
distribution of antidumping duties to injured domestic producers.
     A "Sunset Review" of antidumping duties was concluded in 2001
by the U.S. Department of Commerce, which determined that
revocation of the antidumping order on canned pineapple fruit from
Thailand would likely lead to a continuation or a reoccurrence of
dumping at the original weighted average margins.  Subsequently,
the U.S. International Trade Commission determined that revoking
the existing antidumping duty orders on imports of canned pineapple
from Thailand would likely lead to continuation or reoccurrence of
material injury within a reasonably foreseeable time.  As a result
of the Commission's affirmative determination, the existing
antidumping duty order on imports of canned pineapple fruit from
Thailand will remain in place for another five years.
     In 2001, substantial progress was made in developing PET
pineapple juice products as well as products sold under the
Hawaiian Gold (trademark) label and the Maui Fresh (trademark) brand.
These product categories have been well received by retailers and
consumers. They represent areas of growth and opportunity that will
continue to be the main focus of our strategic plan.  We expect 2002
to be another challenging year as we continue to transform our Company
to produce more fresh and higher margin products.

RESORT

     The resort division had a record year in 2001 with total
operating profit, before allocated interest and taxes, of $19.8
million compared to $7.8 million in 2000.  This was the fifth
consecutive year of increased total operating profit.  Development
accounted for most of the profit, which more than offset the
unexpected decline in profit from ongoing operations resulting from
the economic impact of the events of September 11.
     Almost all of the development profit came from two projects -
Coconut Grove on Kapalua Bay and Pineapple Hill Estates.  Coconut
Grove, which was developed through a 50/50 partnership with YCP
Site 29, Inc., contributed a profit of $11.5 million on total sales
of $70.3 million.  Construction of the 36 luxury beachfront
condominiums was completed in December and all of the profit was
recognized in 2001 as title was delivered to the buyers upon
completion of the individual residences.
     Construction of subdivision improvements for the 31 half-acre
custom lots of Pineapple Hill Estates was completed late in 2001.
Profit was recorded in 2001 on 20 lots (12 had closed escrow in
2000), which were sold for a total of $12.8 million.  At current
list prices, the remaining 11 lots represent a total sales value of
almost $7 million, with one lot presently under contract of sale.
     The resort development profit for 2001 also included the sale
of a one-acre parcel adjacent to The Ironwoods condominiums.  Two
other lots, located next to the entrance to Plantation Estates were
subdivided in early 2001 and the sale of both parcels closed escrow
in early 2002.
     Resort real estate activity on Maui declined sharply after
September 11, resulting in a decrease in the number of sales
transactions for the year compared to 2000. Although Kapalua's
resale volume declined, total value of 2001 real estate sales for
the resort, including both resales and new product, increased to
over $116 million.  Kapalua Realty, which participated in over 80%
of this total volume, continues to play an important role for both
development and resort operations.
     Progress continues to be made with the planning and
entitlements of future resort development.  In addition to the
Central Resort master plan, which includes the new Village
Clubhouse and Golf Academy, we have moved forward with seeking
entitlements for longer-term development, including Kapalua Mauka.
Kapalua Mauka would expand the Resort into approximately 925 acres
surrounding the Village Course that are currently zoned for
agricultural use.  If rezoning and other necessary governmental
approvals are received and this development proceeds, the expanded
Resort area could, as currently contemplated, include up to 690
residential units, commercial components, and an expansion of the
Village Course.  The Central Resort master plan includes a
commercial Town Center, resort spa and additional residential
development. These additional projects are not scheduled to be
completed in 2002.
     In 2001, Hawaii's visitor industry suffered a dramatic
reduction in business, similar to what occurred throughout the
travel and hospitality industry worldwide.  Prior to September 11,
Hawaii was already experiencing a decline in visitors due mostly to
the weakening U.S. economy and weak Japanese economy.  The events
of September 11 created heightened concerns regarding travel safety
and added to economic problems as consumer spending declined.
     Statewide hotel occupancy declined 25% in September 2001
compared to the prior year, followed by similar declines for
October and November, before recovering slightly with a 13% drop in
December.  For the full-year, Hawaii's hotel occupancy declined 8%
to 71.9% with all islands showing similar occupancy decreases.
Maui continued to maintain the highest occupancy at 74.5% and was
the only island to show an increase in revenues per available room
due to higher average room rates.  Kapalua resort occupancy for
2001 reflected a decrease of almost 16%, mostly from a reduction in
group business after the events of September 11.
     The resort operations profit decreased $4.8 million from the
record 2000 level due mostly to the dramatic reduction in resort
revenues following September 11.  Gross revenues for September
through December of 2001 dropped 26% from the prior year with all
major revenue segments of golf, villas, retail and leasing showing
significant decreases.  As a result, gross revenues for the full-
year were down 10% while operating costs increased about $1.8
million, partly due to the full-year operation of the new Village
Clubhouse, which opened in August 2000.
     The Mercedes Championships highlight our commitment to
positioning Kapalua as one of the world's finest golf resort
communities.  The January 2002 event again brought the world's best
golfers and international media attention to Kapalua for the PGA
TOUR season-opening tournament.  Sergio Garcia's dramatic victory
on the final hole provided another exciting finish at the
Plantation Course.  Most importantly, we recently concluded an
agreement with the PGA TOUR and Mercedes-Benz to host this
prestigious event at Kapalua through the year 2006.
     In 2002, we expect to continue extensive marketing efforts to
sell the remaining inventory of Pineapple Hill Estates lots.
Overall, it looks as though 2002 will be a difficult year for
resort operations as Hawaii's visitor industry continues to recover
from the events of September 11.  Most visitor industry projections
assume this economic recovery will be gradual and take at least
until 2003.  Despite the near-term challenges, we continue to
believe Kapalua remains well positioned for the future.

COMMERCIAL & PROPERTY

     The Commercial & Property business segment recorded an
operating loss, before allocated interest and taxes, of $1.4
million in 2001 compared to a loss of $441,000 in 2000.  Total
revenues of $5 million for the segment in 2001 remained the same as
the prior year.
     Most of this increased operating loss was from shopping center
operations, which continues to be faced with a very difficult
competitive market on Maui.  During this past year, the oversupply
of retail commercial inventory on the island increased
significantly with the addition of approximately 665,000 sq.ft.
gross leasable area (GLA) of retail space, an increase of over 21%.
Major additions include the Piilani Shopping Center in Kihei, the
expanded Shops at Wailea and Home Depot and Wal-Mart at the Maui
Marketplace in Kahului.
     Prior to September 11, retail trends were beginning to show
weakness on Maui due to a slowdown in the visitor industry and the
increased inventory of commercial retail space.  After September
11, Maui retail sales followed the national trend of reduced
consumer spending and were further impacted by a dramatic decrease
from Maui's visitor market.  As a result of decreased sales over
the last four months of 2001, full-year retail sales declined by
5.1% at Queen Ka'ahumanu Center and by 9.8% at Napili Plaza.
     In total, commercial property operations had an operating loss
of $846,000 compared to a break-even performance in 2000.  Queen
Ka'ahumanu Center, the 570,000 sq.ft. GLA regional mall in Kahului,
which the Company manages as part of its joint venture with the
Employees' Retirement System of the State of Hawaii, accounted for
most of these results.  The Company's share of joint venture
losses, net of management fees and other related revenues and
expenses, was a loss of $908,000 in 2001 compared to a loss of
$207,000 in 2000.
     Total joint venture losses at Queen Ka'ahumanu Center
increased to $2.9 million in 2001 compared to $1.9 million in 2000.
Increased administrative expenses, mostly related to store
closings, accounted for the majority of the increased loss.  Total
revenues decreased only 2.9% as lower minimum and percentage lease
revenues were partially offset by cancellation fees.  In addition
to the decrease in retail sales, higher vacancies during 2001
contributed to the full-year decrease in lease revenues.  Partially
offsetting the 50% joint venture loss allocation are revenues
received from the joint venture for management and other services.
These revenues, however, also declined in 2001 from 2000 levels.
     Operating profit for Napili Plaza, the Company's 45,000 sq.ft.
GLA community shopping center, decreased from $200,000 in 2000 to
$60,000 in 2001.  Most of this profit reduction is related to the
decrease in lease revenues from lower retail sales and higher
administrative expenses.
     Management of the Commercial & Property business segment was
reorganized last year in an effort to strengthen our development
planning and more closely align our divisional resources.  Robert
McNatt was promoted to Vice President/Land Planning & Development
for the Company reporting to Gary Gifford, and is now responsible
for overall development activity for the divisions, including
Kapalua Land Company.  Also reporting to Mr. Gifford is Warren
Suzuki as Vice President/Land & Water Asset Management with
continued responsibilities for these Company assets.  Scott
Crockford, Vice President/Retail Property has assumed
responsibility for the Kapalua commercial property and now reports
to Don Young, whose duties as Executive Vice President/Resort &
Commercial Property for the Company have been expanded to include
all Resort and non-resort commercial properties.
     In addition to the land planning and development activity in
2001 for the Kapalua Resort division, significant progress was made
outside of the resort.  Design and environmental analysis continues
on the proposed Upcountry Town Center.  As part of the entitlement
process, we expect to present this 40-acre mixed-use residential
and commercial project to the Maui Planning Commission for its
review later this year.
     In August 2001, the County of Maui approved construction plans
for infrastructure improvements for the Company's Kapua Village
employee housing subdivision in West Maui.  Due to delays in the
approval process, construction did not begin in 2001 as planned.
Construction of the improvements and sale of the 45 single-family
lots is expected to be completed in 2002.
     Also in 2001, the State of Hawaii approved a permit for
construction of a new well in Upcountry Maui to supplement the
Company's water resources.  We anticipate that drilling of the well
will commence in 2002.
     We expect 2002 will continue to present a difficult
competitive market for commercial properties.  In addition, we
foresee limited near-term opportunities for non-resort development
and land sales.  We will continue to pursue the land planning and
entitlements necessary for future development opportunities
consistent with the needs of our community.






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, 2001 and 2000, 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,
2001.  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 Maui
Land & Pineapple Company, Inc. and its subsidiaries at December 31,
2001 and 2000, and the results of their operations and their cash
flows for each of the three years in the period ended December 31,
2001 in conformity with accounting principles generally accepted in
the United States of America.


/S/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Honolulu, Hawaii
February 12, 2002





<table>
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2001 and 2000

<caption>
                                                2001           2000
                                               (Dollars in Thousands)
<s>                                          <c>           <c>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                  $  2,173       $    351
  Accounts and notes receivable, less
    allowance of $689 and $1,028 for
    doubtful accounts                          15,992         16,032
  Inventories
    Pineapple products                         15,822         15,332
    Real estate held for sale                   3,709          1,592
    Merchandise, materials and supplies         6,894          7,332
  Prepaid expenses and other assets             4,510          5,498

  Total Current Assets                         49,100         46,137

INVESTMENTS AND OTHER ASSETS                   14,287         14,089

PROPERTY
  Land                                          5,384          4,940
  Land improvements                            59,503         56,013
  Buildings                                    59,244         58,529
  Machinery and equipment                     125,573        115,950
  Construction in progress                      5,602          6,745

  Total Property                              255,306        242,177
  Less accumulated depreciation               142,260        132,452

  Net Property                                113,046        109,725

TOTAL                                        $176,433       $169,951
<caption>





                                                2001           2000
                                               (Dollars in Thousands)
<s>                                          <c>            <c>
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Notes payable and current portion of
    long-term debt                           $  3,287      $   3,120
  Current portion of capital lease
    obligations                                   472            388
  Trade accounts payable                       10,534          8,476
  Payroll and employee benefits                 4,640          4,484
  Income taxes payable                          1,635            298
  Customers' deposits                           1,240          1,460
  Deferred revenue                                988          8,102
  Other accrued liabilities                       841            505

  Total Current Liabilities                    23,637         26,833

LONG-TERM LIABILITIES
  Long-term debt                               38,295         40,330
  Capital lease obligations                     1,286            682
  Accrued retirement benefits                  24,072         23,575
  Accumulated losses of joint venture
    in excess of investment                    11,518          9,990
  Other noncurrent liabilities                  3,636          2,215

  Total Long-Term Liabilities                  78,807         76,792

MINORITY INTEREST IN SUBSIDIARY                   570            404

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                            61,066         53,498
  Accumulated other comprehensive loss           (102)           (31)

  Stockholders' Equity                         73,419         65,922

TOTAL                                        $176,433       $169,951

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, 2001, 2000 and 1999

<caption>

                                  2001           2000            1999
                           (Dollars in Thousands Except Per Share Amounts)
<s>                             <c>            <c>            <c>
REVENUES
Net sales                       $124,720       $103,194       $112,191
Operating revenues                36,864         36,908         33,982
Equity in earnings of joint
   ventures                        6,996             --             --
Other income                       4,000          1,381            825

Total Revenues                   172,580        141,483        146,998

COSTS AND EXPENSES
Cost of goods sold                85,014         72,803         74,494
Operating expenses                33,677         30,169         27,440
Shipping and marketing            19,095         18,289         18,479
General and administrative        19,430         15,825         16,408
Equity in losses of joint ventures 1,453            972            956
Interest                           2,903          3,061          1,834

Total Costs and Expenses         161,572        141,119        139,611

INCOME BEFORE INCOME TAXES        11,008            364          7,387

INCOME TAX EXPENSE (CREDIT)        3,440            (88)         2,717

NET INCOME                         7,568            452          4,670

RETAINED EARNINGS,
  BEGINNING OF YEAR               53,498         53,945         50,174
CASH DIVIDENDS                        --            899            899

RETAINED EARNINGS, END OF YEAR    61,066         53,498         53,945

PER COMMON SHARE

  Net Income                        1.05            .06            .65

  Cash Dividends                $     --       $   .125       $   .125

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







<table>
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years Ended December 31, 2001, 2000 and 1999

<caption>

                                  2001           2000            1999
                                        (Dollars in Thousands)
<s>                             <c>            <c>            <c>

NET INCOME                      $  7,568       $    452       $  4,670

Other comprehensive loss -
  Foreign currency translation
  adjustment                         (71)           (31)            --


COMPREHENSIVE INCOME            $  7,497       $    421       $  4,670


See Notes to Consolidated Financial Statements.
</table>





<table>
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2001, 2000 and 1999

<caption>
                                  2001           2000            1999
                                        (Dollars in Thousands)
<s>                             <c>            <c>            <c>
OPERATING ACTIVITIES
Net income                      $  7,568       $    452       $  4,670
Adjustments to reconcile net
  income to net cash provided
  by operating activities
  Depreciation                    10,226          9,002          8,445
  Undistributed equity in
    losses of joint ventures       1,452          1,025          1,019
  Gain on property disposals      (1,201)          (113)           (49)
  Deferred income taxes            1,792           (776)           552
  (Increase) decrease in accounts
    receivable                       835         (1,094)        (1,700)
  Increase in inventories         (2,169)        (6,660)        (2,360)
  Increase (decrease) in
    trade payables                 2,304         (3,345)         3,798
  Net change in other operating
    assets and liabilities        (4,854)         2,987          4,094

NET CASH PROVIDED BY
  OPERATING ACTIVITIES            15,953          1,478         18,469

INVESTING ACTIVITIES
Purchases of property            (13,356)       (18,179)       (18,213)
Proceeds from sale of property     1,019            371            509
Distributions from joint ventures    857             --             --
Contributions to joint ventures       --             --           (575)
Payments for other investments    (1,252)        (1,048)        (2,735)

NET CASH USED IN
  INVESTING ACTIVITIES           (12,732)       (18,856)       (21,014)

FINANCING ACTIVITIES
Proceeds from long-term debt      38,367         34,196         15,632
Payments of long-term debt       (40,248)       (18,720)       (13,659)
Proceeds from short-term debt         13            105            729
Payments on capital lease
  obligations                       (472)          (318)          (494)
Dividends paid                        --           (899)          (899)
Other                                941            708            446

NET CASH PROVIDED BY (USED IN)
  FINANCING ACTIVITIES            (1,399)        15,072          1,755

NET INCREASE (DECREASE) IN CASH    1,822         (2,306)          (790)

CASH AND CASH EQUIVALENTS
  AT BEGINNING OF YEAR               351          2,657          3,447

CASH AND CASH EQUIVALENTS
  AT END OF YEAR                $  2,173       $    351       $  2,657
</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)        $  2,994       $  2,952       $  1,711
   Income taxes                       39          1,490          1,842

2. Amounts included in accounts payable for additions to
   property and other investments totaled $1,003,000, $2,024,000 and
   $3,445,000, respectively, at December 31, 2001, 2000 and 1999.

3. In December 1999, 7,300 shares of Company stock, which were
   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 incurred for new equipment in 2001
   and 2000 were $1,160,000 and $704,000, respectively.

5. In 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.

LONG-LIVED ASSETS
     Long-lived assets and certain intangibles held and used by
the Company are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an
asset may not be recoverable.  When such events or changes occur,
an estimate of the future cash flows expected to result from the
use of the assets and their eventual disposition is made.  If the
sum of such expected future cash flows (undiscounted and without
interest charges) is less than the carrying amount of the asset,
an impairment loss is recognized in an amount by which the
assets' net book values exceed fair values.

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 was 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
     Revenues from the sale of pineapple are recognized when
title to the product is transferred to the customer.  The timing
of 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.
     Revenues from other activities are 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 tax rates enacted by law or
regulation.

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 2001, 2000 and 1999, such transaction gains and losses
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 PRONOUNCEMENTS
     In August 2001, the FASB issued Statement No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets.
The statement provides a single accounting model for impairment
of long-lived assets, including discontinued operations.  The
provisions of this statement are effective for years beginning
after December 15, 2001, with early adoption permitted and, in
general, are to be applied prospectively.  Although the Company
has not fully assessed the implications of SFAS No. 144,
management does not believe adoption of this statement will have
a material impact on the Company's financial statements.
     On January 1, 2001, the Company adopted FASB Statement No.
133, Accounting for Derivative Instruments and Hedging
Activities, which establishes the accounting and reporting
standards for derivative instruments and hedging activities.  The
adoption of this standard did not have a material effect on the
Company's financial statements.

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 securities outstanding that would potentially
dilute common shares outstanding.

RECLASSIFICATIONS
     Certain amounts for prior years have been reclassified to
conform to the presentation for the current year.

2.   INVENTORIES
     Pineapple product inventories were comprised of the
following components at December 31, 2001 and 2000:

                                        2001              2000
                                        (Dollars in Thousands)

     Finished Goods                  $ 13,968          $12,855
     Work In Progress                     663            1,030
     Raw Materials                      1,191            1,447

     Total                           $ 15,822          $15,332

     The replacement cost of pineapple product inventories at
year end approximated $26 million in 2001 and $27 million in
2000.

3.   INVESTMENTS AND OTHER ASSETS
     Investments and Other Assets at December 31, 2001 and 2000
consisted of the following:

                                        2001            2000
                                       (Dollars in Thousands)
     Deferred Costs                   $ 6,791         $ 5,922
     Cash Surrender Value of Life
       Insurance Policies (net)           944             798
     Prepaid Pension Asset              4,154           4,068
     Kapalua Coconut Grove LLC              9           1,058
     Other                              2,389           2,243


     Total                            $14,287         $14,089

     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 is stated
net of policy loans, totaling $597,000 at December 31, 2001 and
2000.

KAPALUA COCONUT GROVE LLC
     Kapalua Coconut Grove LLC (KCG) is a Hawaii limited
liability company whose members are the Company and YCP Site 29,
Inc.  KCG was formed in June 1997 to own, develop and sell luxury
condominiums on 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.  At the end of 2000, all 36 luxury residential
condominiums were under binding sales contracts, but construction
was not completed.  In 2001, sales of all units closed escrow as
title was delivered to the buyers upon completion of the
individual residences.  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 $6,993,000 in 2001, $(62,000) in 2000 and $(172,000) in 1999.
In 2001, the Company also recognized income of $3.9 million
representing its pre-contribution gain on the land parcel
contributed to the venture.
     Summarized balance sheet information for KCG as of December
31, 2001 and 2000 and operating information for each of the three
years ended December 31, 2001 follows:

                                           (Unaudited)
                                  2001         2000
                                (Dollars in Thousands)

Other current assets            $  1,559     $   262
Work in progress                      --      35,405

Total Assets                       1,559      35,667

Total Liabilities                  1,540      24,934

Members' Equity                 $     19     $10,733

                                            (Unaudited)(Unaudited)
                                  2001          2000         1999

Revenues                        $ 70,265     $   237     $      5
Cost and Expenses                 56,279         361          350

Net Income (Loss)               $ 13,986     $  (124)    $   (345)


KAAHUMANU CENTER ASSOCIATES
     In June 1993, Kaahumanu Center Associates (KCA) was formed
to finance the expansion and renovation of and to own and operate
Queen Ka'ahumanu 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
Queen Ka'ahumanu 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 2001, 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 Queen Ka'ahumanu Center.  In accordance with
the limited partnership agreement, the partners 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 2001 and 2000, cash advances from
the Company to KCA totaled $482,000 and $586,000, respectively,
and interest on the advances at 9.57% totaled $54,000 and
$34,000, respectively.  In 2001, 2000 and 1999, reimbursements
from KCA for payroll and other costs and expenses totaled
$2,634,000, $2,637,000 and $2,417,000, respectively, and the
Company charged KCA $3,203,000, $3,328,000 and $2,531,000,
respectively, for electricity and management fees.  At December
31, 2001 and 2000, $1,667,000 and $1,216,000, 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, 2001 and 2000 and operating information for each of the three
years ended December 31, 2001 follows:

                                  2001         2000
                                (Dollars in Thousands)

Current assets                   $   764     $ 1,197
Property and equipment, net       66,352      69,200
Other assets, net                  1,274       1,710

Total Assets                      68,390      72,107

Current liabilities                3,392       2,978
Noncurrent liabilities            58,001      59,226

Total Liabilities                 61,393      62,204

Partners' Capital                $ 6,997     $ 9,903


                                   2001        2000         1999

Revenues                         $15,206     $15,654     $ 14,506
Costs and Expenses                18,112      17,596       16,306

Net Loss                         $(2,906)    $(1,942)    $ (1,800)

     The Company's pre-tax share of losses from KCA was
$1,453,000, $971,000 and $900,000, respectively, for 2001, 2000
and 1999.  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, 2001, the accumulated
unpaid preferred return was $15.7 million each for ERS and the
Company.
     The Company's investment in KCA is a negative $11.5 million
at December 31, 2001.  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.
     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 Queen Ka'ahumanu Center
attains a defined level of net operating income.

4.   BORROWING ARRANGEMENTS
     During 2001, 2000 and 1999, the Company had average
borrowings outstanding of $46.4 million, $43.5 million and $29.5
million, respectively, at average interest rates of 6.9%, 8.5%
and 7.8%, respectively.
     Short-term bank lines of credit available to the Company at
December 31, 2001 were $3.0 million.  These lines provide for
interest at the prime rate (4.75% at December 31, 2001) plus 1/4%
to 1/2%.  There were no borrowings under these lines at December
31, 2001, but $561,000 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 $1,200,000 working capital credit facility for
its Central American operations.  At December 31, 2001 and 2000,
the Company had borrowings outstanding of $847,000 and $834,000
under this facility at 2.75% and 7.15%, respectively.
     Long-term debt at December 31, 2001 and 2000 consisted of
the following (interest rates represent the rates at December
31):

                                             2001         2000
                                           (Dollars in Thousands)
Term loan, 4.43% to 6.60%
     and 7.87% to 8.39%                  $  15,000    $   15,000
Revolving credit agreement,
     4.15% to 4.75% and 8.5%                14,000        10,850
Development line of credit,
     8.62% to 9.03%                             --         8,800
Mortgage loan, 7.25%                         4,629         4,721
Equipment loans, 4.16% to 8.46%
     and 6.76% to 8.46%                      5,606         3,245
Non-revolving term loan, 4.75% to 4.94%      1,500            --

Total                                       40,735        42,616
Less portion classified as current           2,440         2,286

Long-term debt                           $  38,295     $  40,330

     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 based on six-month and
one-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 and the payment of dividends.
     The Company has a revolving credit agreement with
participating banks under which it may borrow up to $25 million
in revolving loans through December 31, 2003.  On December 31,
2003, the commitment reduces to $15 million and amounts
outstanding at that date, at the Company's option, may be
converted to a three-year term loan of up to $15 million
repayable in six equal semi-annual installments.  Commitment fees
of 1/4% are payable on the unused portion of the revolving credit
line.  At the Company's option, interest on advances is at the
prime rate or based on the London Interbank Offered Rate (LIBOR).
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 at
certain levels, minimum debt coverage ratio 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, 2002, the
interest rate on the loan was amended to 6.25% until January 1,
2005.  The interest rate will be adjusted to the lender's then
prevailing rate of interest for such loans as of January 1, 2005.
     The Company has agreements that provide for term loans that
were used to purchase equipment for the Company's pineapple and
resort operations.  At December 31, 2001, $4.5 million of these
term loans had interest rates that were adjustable based on one
to six-month LIBOR.  The balance of these loans is at fixed
interest rates.  The loans mature through December 2006.  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 (as defined).
     The Company's majority owned Central American subsidiary has
a non-revolving term loan that was used to repay intercompany
loans initially granted for investments in infrastructure,
buildings and operations.  The Company guarantees the loan.
Monthly principal and interest payments begin in 2002 with the
final payment due in 2006.  Interest on the loan is adjustable
based on six-month LIBOR.
     Maturities of long-term debt during the next five years,
from 2002 through 2006, are as follows:  $2,440,000, $2,199,000,
$6,941,000, $11,299,000 and $6,508,000.

5.   POSTRETIREMENT BENEFITS
     The Company has defined benefit pension plans covering
substantially all regular employees.  Pension benefits are based
primarily on years of service and compensation levels.  The
Company has defined benefit postretirement health and life
insurance plans that cover primarily non-bargaining salaried
employees and certain bargaining unit employees.  Postretirement
health and life insurance benefits are principally based on the
employee's job classification at the time of retirement and on
years of service.
     Changes in benefit obligations and changes in plan assets
for 2001 and 2000 and the funded status of the plans and amounts
recognized in the balance sheets as of December 31, 2001 and 2000
were as follows:

<table>
<caption>
                             Pension Benefits           Other Benefits
                              2001      2000           2001       2000
                                     (Dollars in Thousands)
<s>                        <c>       <c>            <c>        <c>
Change in benefit obligations:
 Benefit obligations at
   beginning of year      $ 37,892  $ 35,863       $ 13,619   $ 13,263
 Service cost                1,728     1,501            410        358
 Interest Cost               2,701     2,535            986        920
 Actuarial (gain) loss         (85)     (127)         1,946       (400)
 Amendments                    216       265             48        194
 Benefits paid              (2,371)   (2,145)          (761)      (716)

 Benefit obligations at
   end of year              40,081    37,892         16,248     13,619

Change in plan assets:
 Fair value of plan assets
   at beginning of year     42,235    46,167             --         --
 Actual return on plan
   assets                   (2,435)   (2,133)            --         --
 Employer contributions        262       346            761        716
 Benefits paid              (2,371)   (2,145)          (761)      (716)

 Fair value of plan assets
   at end of year           37,691    42,235             --         --

Funded status               (2,390)    4,343        (16,248)   (13,619)
Unrecognized actuarial
  (gain) loss		     4,823    (1,186)        (3,189)    (5,469)
Unrecognized net transition
   (asset) obligation          282      (224)            --         --
Unrecognized prior service
   cost                        516       376           (674)      (845)

Net amounts recognized       3,231     3,309        (20,111)   (19,933)

Amounts recognized in
 balance sheets consist of:
 Prepaid benefit cost        4,154     4,068              --        --
 Accrued benefit liability    (923)     (759)        (20,111)  (19,933)

Net amounts recognized    $  3,231  $  3,309        $(20,111) $(19,933)

</table>

     Net periodic benefit costs for 2001, 2000 and 1999 included
the following components:

<table>
<caption>
                                2001           2000           1999
                                       (Dollars in Thousands)
<s>                           <c>            <c>            <c>
Pension benefits:
 Service cost                $ 1,728        $ 1,501        $ 1,443
 Interest cost                 2,701          2,535          2,396
 Expected return on
   plan assets                (3,673)        (4,036)        (3,638)
 Amortization of net
   transition asset             (505)          (535)          (535)
 Amortization of prior
   service cost                   74             74             59
 Recognized net actuarial
  (gain) loss                     13           (319)           (14)

 Net expense (credit)            338           (780)          (289)

Other benefits:
 Service cost                    410            358            359
 Interest cost                   986            920            895
 Amortization of prior
   service cost                 (134)          (133)          (146)
 Recognized net actuarial gain  (323)          (356)          (320)

 Net expense                 $   939        $   789        $   788

</table>

     Effective December 31, 2001, three of the Company's defined
benefit pension plans covering bargaining unit employees and
certain hourly employees were merged into a single plan.  The
Company estimates that the merger of the plans will reduce future
administrative costs while maintaining the benefits and
provisions of each plan.
     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
$1,246,000, $698,000 and $-0-, respectively, as of December 31,
2001 and $1,328,000, $744,000 and -0-, respectively, as of
December 31, 2000.
     The benefit obligations for pensions and other
postretirement benefits were determined using a discount rate of
7.25% as of December 31, 2001 and 2000, and compensation
increases ranging up to 4.5%.  The expected long-term rate of
return on assets ranged up to 9% for 2001 and 2000.
     The accumulated postretirement benefit obligation for health
care as of December 31, 2001 and 2000 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 $2,009,000 as of December 31, 2001, and the
aggregate of the service and interest cost for 2001 by
approximately $189,000; a 1% annual decrease would reduce the
accrued postretirement benefit obligation by approximately
$1,649,000 as of December 31, 2001, and the aggregate of the
service and interest cost for 2001 by approximately $153,000.
     The Company has investment and savings plans that allow
eligible employees on a voluntary basis to make pre-tax
contributions of their cash compensation.  Substantially all
employees are eligible to participate in one or more plans.  The
Company can elect to make contributions to the plans and, in
2000, the Company's cost for contribution to one of the plans was
$107,000.
     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.  In 2001, the Company contributed $153,000 to the
capital of the Central American subsidiary and the minority
shareholders contributed proportionately, thus maintaining the
ownership interest percentages.  The minority stockholders' share
of the 2001, 2000 and 1999 operating losses was not material.

7.   DEFERRED REVENUE
     Deferred revenue at December 31, 2000 primarily represented
proceeds received on closed lot sales at the Kapalua Resort in
excess of revenues recognized on the percentage-of-completion
method.  In December 2000, 12 of the 31 lots in Pineapple Hill
Estates closed escrow.  No revenues were recognized on these
sales in 2000.  Construction of the Pineapple Hill Estates
subdivision improvements began in the first quarter of 2001 and
was completed in the fourth quarter of 2001.

8.   LEASES
LESSEE
     The Company has capital leases, primarily on equipment used
in pineapple operations, which expire at various dates through
2006.  At December 31, 2001 and 2000, property included capital
leases of $2,028,000 and $1,615,000, respectively (accumulated
depreciation of $422,000 and $506,000, respectively).  Future
minimum rental payments under capital leases aggregate $1,924,000
(including $166,000 representing interest) and are payable as
follows (2002 to 2006):  $541,000, $339,000, $330,000, $392,000
and $322,000.
     The Company has various operating leases, primarily for land
used in pineapple operations, which expire at various dates
through 2018.  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 $811,000 in 2001, $821,000 in 2000 and
$801,000 in 1999.  Future minimum rental payments under operating
leases aggregate $4,585,000 and are payable during the next five
years (2002 to 2006) as follows:  $619,000, $451,000, $435,000,
$431,000, $440,000, respectively, and $2,209,000 thereafter.

LESSOR
     The Company leases land and land improvements, primarily to
hotels at Kapalua, and space in 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:

                                  2001        2000       1999
                                     (Dollars in Thousands)

Minimum rentals                 $  1,835   $  1,832    $ 1,744
Percentage rentals                 2,572      3,140      2,232

Total                           $  4,407   $  4,972    $ 3,976

     Property at December 31, 2001 and 2000 includes leased
property of $20,659,000 and $20,519,000, respectively
(accumulated depreciation of $11,789,000 and $11,279,000,
respectively).
     Future minimum rental income aggregates $6,966,000 and is
receivable during the next five years (2002 to 2006) as follows:
$1,449,000, $1,195,000, $941,000, $868,000, $539,000,
respectively, and $1,974,000 thereafter.

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

                                  2001      2000      1999
                                   (Dollars in Thousands)
Current
  Federal                       $  1,904  $    984  $  1,831
  State                             (256)     (296)      334

  Total                            1,648       688     2,165

Deferred
  Federal                          1,594      (777)      584
  State                              198         1       (32)

  Total                            1,792      (776)      552

  Total provision (credit)      $  3,440  $    (88)  $ 2,717

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

                                   2001       2000    1999
                                   (Dollars in Thousands)
Federal provision at
  statutory rate                $  3,743  $    124  $  2,512
Adjusted for
  State income taxes,
    net of effect on
    federal income taxes             (50)     (210)      200
  Federal research credits          (177)       --        --
  Other                              (76)       (2)        5

    Total provision (credit)    $  3,440  $    (88) $  2,717


     Deferred tax assets and liabilities were comprised of the
following types of temporary differences as of December 31, 2001
and 2000:

                                   2001              2000
                                   (Dollars in Thousands)

Accrued retirement benefits      $  7,388         $ 6,789
Minimum tax credit carryforward     3,975           3,379
Accrued liabilities                 1,926           1,491
Inventory                              --             468
Allowance for doubtful accounts       260             359
Net operating loss and
  tax credit carryforwards            393              85

Total deferred tax assets          13,942          12,571
Deferred condemnation proceeds     (6,297)         (5,891)
Property net book value            (4,849)         (2,923)
Income from partnerships           (1,835)         (1,847)
Pineapple marketing costs            (756)           (691)
Inventory                            (722)             --
Other                                (202)           (146)

Total deferred tax liabilities    (14,661)        (11,498)

Net deferred tax (liability)
  asset                         $    (719)      $   1,073


     A valuation allowance against deferred tax assets as of
December 31, 2001 and 2000 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, 2001, the Company had federal minimum tax
credit carryforwards of $4.0 million.
     The Company's federal income tax return for 1995 is under
examination by the Internal Revenue Service.  The Company has
consented to keep federal income tax returns for 1993 and 1994
open because the returns for an entity in which the Company was
previously a 25% general partner is under examination by the
Internal Revenue Service.  The revenue agent's reports on these
examinations have not been issued and the Company presently
cannot predict the outcome of these examinations.

10.  INTEREST CAPITALIZATION
     Interest cost incurred in 2001, 2000 and 1999 was
$3,502,000, $3,901,000 and $2,477,000, respectively, of which
$599,000, $840,000 and $643,000, respectively, was capitalized.

11.  ADVERTISING AND RESEARCH AND DEVELOPMENT
     Advertising expense totaled $1,901,000 in 2001, $2,000,000
in 2000 and  $1,801,000 in 1999.  Research and development
expenses totaled $1,073,000 in 2001, $984,000 in 2000 and
$839,000 in 1999.

12.  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.

13.  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 carrying amount of long-term debt at December 31, 2001
and 2000 was $40,735,000 and $42,616,000, respectively, and the
fair value was $40,874,000 and $42,302,000, respectively.

14.  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 includes 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
2001                    Pineapple    Resort  & Property  Other  Consolidated
                                       (Dollars in Thousands)

Revenues (1)              $97,426   $ 70,078   $ 5,029   $   47    $ 172,580

Operating profit (loss)(2) (3,233)    19,757    (1,414)  (1,199)      13,911
Interest expense           (1,765)      (801)     (211)    (126)      (2,903)
Income (loss) before
  income taxes             (4,998)    18,956    (1,625)  (1,325)      11,008

Depreciation                5,582      3,690       479      475       10,226
Equity in earnings (losses)
  of joint ventures             3      6,993    (1,453)      --        5,543

Investment in joint
  ventures   		      207          9   (11,518)      --      (11,302)
Segment assets (3)         79,068     72,198     8,051   17,116      176,433
Expenditures for
  segment assets            4,794      5,415       411    4,599       15,219

2000

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             (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            8,346      8,965       279    2,225       19,815

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              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            7,921     13,282       164      795       22,162



(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 $1.7
    million, $2.6 million and $3.1 million, respectively, in 2001,
    2000 and 1999.  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.

15.  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 and 2001
did not have a material effect on the Company's financial
statements.  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.
     In connection with pre-development planning for a land
parcel in Upcountry Maui, pesticide residues in the parcel's soil
were discovered in levels that are in excess of Federal and
Hawaii State limits.  Studies by environmental consultants, in
consultation with the State Department of Health, indicate that
remediation probably will be necessary.  The cost of remediation
will depend on the various alternatives as to the use of the
property and the method of remediation.  Until the Company makes
further progress on obtaining proper entitlements for the parcel,
the ultimate use of the property remains uncertain and,
therefore, an estimate of the remediation cost cannot be made.
     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.
     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 and a $1 million line of
credit used for working capital purposes.
     The Company, as a partner in various partnerships, may under
particular circumstances be called upon to make additional
capital contributions.
     At December 31, 2001, the Company had purchase commitments
under signed contracts totaling $903,000, which primarily relate
to real estate projects.






<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>

2001

Total revenues*                   $38,739   $39,453   $45,943   $48,445 (a)

Net sales                          27,417    29,367    31,959    35,977 (a)

Cost of sales                      18,917    19,705    23,456    22,936

Net income                            779       265     1,974     4,550

Net income per common share           .11       .04       .27       .63

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 (b)

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

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

</table>

(a)  Total revenues and net sales for the fourth quarter of 2001
     were higher primarily due to real estate sales at the Kapalua
     Resort.  In the fourth quarter of 2001, the sale of 18 units in
     the Coconut Grove on Kapalua Bay closed escrow.

(b)  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.

*    Total revenues for the first and second quarters of 2001
     have been restated to conform to the full year presentation.

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.  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 12, 2002, there
were 432 shareholders of record.
     The following chart reflects high and low sales prices
during each of the quarters in 2001 and 2000:

                       First     Second    Third     Fourth
                      Quarter   Quarter   Quarter   Quarter

2001        High       $ 24.00   $ 27.53   $ 26.60   $ 25.10
            Low          18.00     17.00     19.75     19.99

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



<table>
SELECTED FINANCIAL DATA

<caption>
                          2001        2000     1999      1998      1997
                         (Dollars in Thousands Except Per Share Amounts)
<s>                     <c>      <c>       <c>       <c>       <c>

FOR THE YEAR
Summary of Operations
 Revenues              $ 172,580 $ 141,483 $ 146,998 $ 143,711 $ 136,498
 Cost of goods sold       85,014    72,803    74,494    76,049    72,200
 Operating expenses       33,677    30,169    27,440    26,168    26,027
 Shipping and marketing   19,095    18,289    18,479    16,673    18,053
 General and
   administrative         19,430    15,825    16,408    15,094    14,600
 Equity in losses
   of joint ventures       1,453       972       956     1,160     1,211
 Interest expense          2,903     3,061     1,834     3,039     3,045
 Income tax expense
   (credit)                3,440       (88)    2,717     1,188       499
 Income before
   extraordinary loss      7,568       452     4,670     4,340       863
 Extraordinary loss, net of
   income tax credit (1)      --        --        --      (744)       --
 Net income                7,568       452     4,670     3,596       863

Per Common Share (2)
 Income before
   extraordinary loss       1.05       .06       .65       .60       .12
 Extraordinary loss, net of
   income tax credit          --        --        --      (.10)       --
 Net income                 1.05       .06       .65       .50       .12

Other Data
 Cash dividends
    Amount                    --       899       899        --        --
    Per common share (2)      --      .125      .125        --        --
 Depreciation            $10,226  $  9,002  $  8,445  $  8,176  $  8,041
 Return on beginning
   stockholders' equity     11.5%       .7%      7.5%      6.1%      1.5%
 Percent of net income
   to revenues               4.4%       .3%      3.2%      2.5%       .6%

AT YEAR END
Current assets less
 current liabilities (3) $25,463  $ 19,304  $ 12,924  $ 18,985  $ 20,283
Ratio of current assets
 to current liabilities (3)  2.1       1.7       1.5       2.1       2.2
Property, net of
 depreciation           $113,046 $ 109,725 $ 100,976 $ 89,921  $  88,047
Total assets             176,433   169,951   153,387   136,247   135,507
Long-term debt and
 capital leases           39,581    41,012    25,497    23,592    29,435
Stockholders' equity
 Amount                   73,419    65,922    66,400    62,492    58,896
 Per common share (2)    $ 10.20 $    9.16 $    9.23 $    8.69 $    8.19
Common shares
   outstanding (2)     7,195,800 7,195,800 7,195,800 7,188,500 7,188,500

</table>
(1)  In 1998, the Company incurred an extraordinary loss of
     $744,000 (net of taxes) for prepayment of $20 million of debt.

(2)  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.

(3)  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

2001 vs. 2000

CONSOLIDATED
     The Company reported consolidated net income of $7.6 million
for 2001 compared to net income of $452,000 for 2000.  The
increase in net income was due to real estate sales at the
Kapalua Resort, which more than offset the reduced profit
contribution from Resort operations and increased operating
losses from the Pineapple, Commercial & Property and other
operations.
     General and administrative expenses for 2001 (including
amounts allocated to the business segments) exceeded the prior
year by $3.6 million or 23%.  The operating results reported for
all of the Company's business segments were negatively affected
by increases in general and administrative expenses.  The net
periodic cost for the Company's defined benefit pension plans
increased by $1.1 million in 2001 compared to 2000 primarily
because of decreased investment returns in 2000.  These expenses
are expected to increase further in 2002 as a result of lower
investment results in 2001 and because the transition assets
realized upon adoption of FASB Statement No. 87 in 1987 were
fully amortized as of the end of 2001.  Fees paid to outside
consultants increased by over $1 million in 2001 compared to
2000.  A large part of this increase was due to lawsuits related
to Pineapple operations, which the Company filed in 2001.
General and administrative expenses were also higher in 2001
because of expenses for employment-related litigation, increased
salaries and wages and other employment related expenses.
     Interest expense of $2.9 million for 2001 was 5% lower than
2000.  The decrease was the result of lower average interest
rates, partially offset by higher average borrowings and a
reduced amount of capitalized interest.  Higher debt balances
resulted primarily from borrowings in 2000 to finance negative
operating cash flows from the Pineapple operations and
construction activity at Kapalua Resort.  The Company's total
debt balance remained relatively high in 2001 as cash from
operating activities was used to finance a large portion of the
Company's capital expenditures.

PINEAPPLE
     Pineapple revenues increased to $97.4 million in 2001 as
compared to $85.9 million in 2000.  The segment produced an
operating loss of $3.2 million in 2001 compared to an operating
loss of $2.9 million in 2000.  The average sales price for canned
pineapple products and the case volume of canned pineapple sales
were higher in 2001 as compared to 2000.  Contribution to
revenues from fresh cut and fresh whole pineapple products grew
substantially in 2001; however, these product lines represent
less than 17% of net sales from the Pineapple segment.  The
operating loss from the Pineapple segment increased in 2001
because of higher per unit production costs and shipping and
selling expenses as well as increased general and administrative
expenses.  Higher production costs in 2001 were primarily the
result of increased cost for petroleum products and supplies and
scheduled collective bargaining wage increases.
     Mitigating the loss from Pineapple operations in 2001 was
the receipt of $1.8 million in December 2001 from the U.S.
Customs Service.  The cash distribution was made pursuant to the
Continued Dumping and Subsidy Offset Act of 2000, which provided
for an annual distribution of antidumping duties to injured
domestic producers.  The Company currently expects to receive a
distribution of antidumping duties in 2002, but anticipates that
it may be less than the 2001 distribution.
     For the first eleven months of 2001, the case volume of
imports of canned pineapple into the United States was lower and
the average unit value of these imports was higher than the same
period in 2000.  These results are in part due to a tightening
supply of pineapple from Thailand, one of the world's largest
pineapple suppliers, as well as lower supplies from certain other
pineapple producing countries.  The reduction in supply of
foreign pineapple is considered to be a reaction to low prices;
therefore, as prices rise, plantings and canned pineapple
production are expected to increase.
     Antidumping duties were in effect on canned pineapple fruit
imported from Thailand since mid-1995 as a result of an
antidumping petition filed in 1994 in which the Company was a
party as petitioner.  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.  As a result of the annual
reviews, the duties can 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%.
     In 2000, the U. S. Department of Commerce and the U. S.
International Trade Commission initiated proceedings for the
"Sunset Review" of antidumping duties on imports of canned
pineapple fruit from Thailand.  In April 2001, the U. S.
International Trade Commission announced its unanimous decision
that the existing antidumping duty on imports of canned pineapple
fruit from Thailand would remain in place.  Pursuant to its
investigation under the five-year "Sunset Review," the U. S.
International Trade Commission determined that revocation of the
antidumping duty order would likely result in continuation or
recurrence of material injury to the domestic industry.
     In October 2001, the U. S. Department of Commerce released
final antidumping margins pursuant to the fifth annual
administrative review of antidumping duties on canned pineapple
fruit imports from Thailand.  As a result of this review, the
dumping margin for one of the larger importers was ruled to be de
minimis and, therefore, no deposit of duties is currently
required from that importer.  The Company is appealing this
decision.  If the dumping margin for an importer is determined to
be de minimis for three consecutive years, the importer is exempt
from the duty order.  Preliminary results of the sixth annual
administrative review covering the period July 1, 2000 through
June 30, 2001 are scheduled to be released by July 31, 2002.
     The Company manufactures all of the cans it uses to can
pineapple at its Kahului cannery with tin-coated steel imported
from Japan.  In October 2001, the U.S. International Trade
Commission by a 3 to 3 vote ruled that the domestic steel
industry has been injured by the importation of foreign steel
into the United States.  On March 5, 2002, President George W.
Bush, by executive order, imposed three-year tariffs on imported
steel products, including the tin-coated steel the Company uses.
The Company has filed for exemptions from the tariff.  If it is
not granted exemption from the tariff, the Company's cost of
canning pineapple is expected to increase by approximately
$800,000 in 2002 and up to $1.0 million in 2003.

RESORT
     Kapalua Resort revenues, including operations and
development, increased to $70.1 million in 2001 from $50.3
million in 2000.  The operating profit from this segment was
$19.8 million in 2001 compared to $7.8 million in 2000.  The
increase in revenues and operating profit in 2001 was
attributable to development activity related to real estate
sales, which contributed $18.2 million to Resort operating profit
in 2001 compared to $1.4 million in 2000.
     In 2001, the sales of all 36-luxury condominium units in the
Coconut Grove on Kapalua Bay closed escrow and title passed to
the buyers.  At the end of 2000, all of the units were under
binding sales contract, but construction had not been completed.
The Company's equity in earnings of Kapalua Coconut Grove LLC,
the developer of the project, was $7.0 million in 2001.  In 1997,
the Company had contributed to the venture its 50% interest in
the 12-acre parcel for the development.  In 2001, the Company
recognized income of $3.9 million representing the pre-
contribution gain on sale of this land parcel.
     In 2001, the Resort segment recognized profit on sales of 20
of the 31 single-family lots at the Pineapple Hill Estates
subdivision.  In 2000, 12 of the lots had closed escrow and all
of the proceeds received were recorded as deferred revenue.
Revenues were recognized throughout 2001 on the percentage-of-
completion method.  Construction of the subdivision improvements
was completed in November 2001.
     In 2000, the Company recognized profit on the percentage-of-
completion method for sale of 14 single-family lots in Plantation
Estates Phase II.  Construction of the subdivision improvements
and all of the sales were completed by the end of second quarter
2000.
     Resort real estate development and Resort real estate sales
are cyclical and depend on a number of factors.  Results of real
estate sales activity for 2001 are not necessarily indicative of
future performance trends for this segment.
     Revenues and operating profit from Resort operations
(excluding real estate development activity) were lower in 2001
compared to 2000 due primarily to lower resort occupancy.
Occupancy is responsible for much of the activity at the Resort
and revenues from operations.  Revenues from golf operations
decreased by 3%, merchandise sales declined by 7% and income from
lease rents were lower by 14% in 2001 compared to 2000.  Revenues
from The Kapalua Villa operations decreased by 17% in 2001
compared to 2000.  While occupancies at The Kapalua Villas were
lower in 2001 compared to 2000, average room rates increased
slightly.  Partially offsetting the reduction in revenues from
these operations was a 46% increase in commission income from
Kapalua Realty, largely reflecting the real estate sales
mentioned above.
     Room occupancies in 2001 at Kapalua and for the state of
Hawaii were lower than 2000 for every month, but the economic
impact of the events of September 11 resulted in a further
decline in visitors.  The rate of room reservations rebounded
somewhat in the last quarter of 2001 and early 2002.  Resort
marketing initiatives to increase visitors to Kapalua is an
ongoing focus and challenge for the Company.  In February 2002,
contracts were completed for a four-year extension for Kapalua to
host the Mercedes Championships golf tournament.  This is a major
marketing event for the Resort.

COMMERCIAL & PROPERTY
     Revenues from the Commercial & Property segment totaled $5
million in 2001 or approximately the same as in 2000.  Revenues
for 2001 include $189,000 from land sales compared to $75,000 for
2000.  The operating loss from this segment increased to $1.4
million in 2001 from $441,000 in 2000.  The increased operating
loss was largely attributable to lower results from Queen
Ka'ahumanu Center.  However, increased land management expenses,
primarily as a result of additional personnel, and lower profit
contribution from Napili Plaza added to the increased loss from
this segment.
     The Company's equity in the losses of Queen Ka'ahumanu
Center was $1.5 million in 2001 compared to $971,000 in 2000.
The increased losses largely related to store closures and rent
concessions, which resulted in reduced rental income, write-off
of tenant improvement allowances and increases in reserves for
uncollectible accounts.  Partially offsetting these losses in
2001 was an increase in lease cancellation fees received.
     The Company, as manager of Queen Ka'ahumanu Center for
Kaahumanu Center Associates, has realigned management personnel
in 2001 to place increased focus on improving the operation.
Management presently anticipates that cash advances from the
partners of approximately $1.7 million may be required to cover
cash deficits of the partnership in 2002.


2000 vs. 1999

CONSOLIDATED
     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 incentive compensation for
2000.  The cost for outside consultants 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 assist in developing
strategic plans for the Company.  This reduction in outside
consultant costs was 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 an increase in
discount rate 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 related
expenditures 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 $85.9 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 lower
case volume of canned pineapple sales as well as lower prices in
2000.  These results reflect the highly competitive market
conditions for canned pineapple products that the Company was
faced with throughout 2000.  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 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 appeared to be a result of antidumping duties on canned
pineapple fruit from Thailand.

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.  Revenues 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.
     Revenues 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
profit 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 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
proceeds were recorded as deferred revenues.

COMMERCIAL & PROPERTY
     Revenues from Commercial & Property were $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 was primarily due to improved recoveries of
expenses from the tenants.
     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 Queen Ka'ahumanu 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.

LIQUIDITY AND CAPITAL RESOURCES
     At December 31, 2001, the Company's total debt, including
capital leases, was $43.3 million, a decrease of $1.2 million
from year-end 2000.  In 2001, cash distributions from Kapalua
Coconut Grove LLC totaled $12.4 million, which was used primarily
to retire long-term debt.  During 2001, the Company incurred new
debt of $6.8 million in the form of equipment loans, capital
leases and other long-term debt to finance capital expenditures.
     In 2001, the Company's debt level declined by only $1.2
million due to income levels and cash flows from operations being
negatively affected by the events of September 11 and the
downturn in economic activity.  Part of the reduced cash flow was
caused by the higher than usual level of ripe pineapple in
December, which required additional costs to be incurred to
process this fruit to inventory.  Also, the Company had a
relatively high level of unsold real estate inventory consisting
of eleven lots in the Pineapple Hill Estates project.  The sale
of real estate inventories will be a significant variable in the
projection of operating cash flows for 2002.  While the level of
real estate sales that have closed escrow through early 2002 is a
positive indication that the market conditions for resort real
estate may be improving, if the Company does not sell a
significant portion of its real estate inventories in 2002, the
Company may elect to reduce capital expenditures and take
additional measures to control operating expenses.
     Unused short- and long-term credit lines available to the
Company at December 31, 2001 totaled $13.5 million.  As of
December 31, 2001, the commitment under the Company's revolving
credit agreement was increased from $15 million to $25 million
for 2002 and 2003 and short-term bank lines of credit available
to the Company were increased from $2 million to $3 million for
2002.  The increase in the availability under these facilities
was deemed appropriate to fund the seasonal working capital needs
of the Company's operations and capital expenditures in 2002 and
to provide an appropriate reserve of credit availability.  The
Company anticipates that it may finance some 2002 capital
expenditures with new equipment loans or capital leases.
     Pineapple capital expenditures are expected to be $5 million
in 2002, of which approximately $1.5 million is for the
replacement of existing equipment and facilities.  A majority of
new capital expenditures for the Pineapple segment relates to
equipment and facilities for fresh pineapple products.  Resort
capital expenditures and planning and entitlement expenditures
are expected to be approximately $3.9 million in 2002, which
includes approximately $1.7 million for replacements.  Other
capital expenditures and planning and entitlement costs are
anticipated to be approximately $3.2 million in 2002, which
includes approximately $2 million for completion of the
implementation of an integrated accounting and information system
and for other computer-related equipment and facilities.  A
portion of these capital expenditures could be deferred into
future periods.
     Following are summaries of the Company's contractual
obligations and other commercial commitments as of December 31,
2001 (in thousands):


                             Payment due by period (years)
Contractual                    Less
Obligations          Total     Than 1      1-3      4-5    After 5
Long-term debt      $40,735   $ 2,440    $9,140  $ 17,807  $11,348
Capital lease
  Obligations         1,924       541       669       714       --
Operating leases      4,585       619       886       871    2,209
Total Contractual
  Cash Obligations  $47,244   $ 3,600   $10,695  $ 19,392  $13,557


                          Commitment expiration period (years)
Other Commercial                 Less
Commitments          Total      Than 1    1-3       4-5     After 5
Lines of Credit     $14,639   $ 1,200   $13,439  $     --  $    --
Guarantees           14,000     4,000        --        --   10,000
Commitments Under
  Signed Contracts      903       903        --        --       --
Standby Letters
  of Credit             561       561        --        --       --
Total Other Commercial
  Commitments       $30,103   $ 6,664   $13,439  $     --  $10,000


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, 2001, which is $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 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, 2001, 90% 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 10% carried interest at fixed rates.
Based on debt outstanding at the end of 2001, a hypothetical
decrease in interest rates of 100 basis points would increase the
fair value of the Company's long-term debt by approximately
$386,000.  At December 31, 2001, the fair value of the Company's
long-term debt exceeded the carrying value by approximately
$140,000 as a result of a general decrease 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 success of non-
canned pineapple products, future sales of canned pineapple to
the U.S. government, receipt of distribution of antidumping
duties in 2002, sale of the remaining lots in Pineapple Hill
Estates, construction and sale of Kapua Village employee housing
subdivision, commencement of drilling of a new Upcountry Maui
well and 2002 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) events in the airline
industry affecting passenger or freight capacity or cost; (5)
possible shifts in market demand; (6) the possibility of tariffs
or import quotas on imported steel products; 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 & Commercial Property
Donald A. Young

Vice President/Human Resources
J. Susan Corley

Vice President/Retail Property
Scott A. Crockford

Vice President/Land Planning & Development
Robert M. McNatt

Vice President/Land & Water Asset Management
Warren A. Suzuki

Treasurer
Darryl Y. H. Chai

Controller & Secretary
Adele H. Sumida








Directors

Richard H. Cameron--Chairman
Assistant Manager
Waldenbooks

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
Teacher, Department of Education
State of Hawaii

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/Operations
Eduardo E. Chenchin

Vice President/Agricultural Business Development
L. Douglas MacCluer

Vice President/Grocery Sales
Renata E. Muller

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/Land Planning & 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>7
<FILENAME>kcaauditreport.txt
<DESCRIPTION>2001 KAAHUMANU CENTER ASSOCIATES FINANCIAL STATEMENTS
<TEXT>



Kaahumanu Center Associates (A Hawaii
Limited Partnership)

Financial Statements for Each of the Three
Years Ended December 31, 2001, 2000 and
1999 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, 2001 and 2000, 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, 2001.
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, 2001 and 2000, and the results of
its operations and its cash flows for each of the three years
in the period ended December 31, 2001 in conformity with
accounting principles generally accepted in the United States
of America.



/S/DELOITTE & TOUCHE LLP
Honolulu, Hawaii
February 12, 2002







KAAHUMANU CENTER ASSOCIATES

BALANCE SHEETS
DECEMBER 31, 2001 AND 2000

ASSETS                                         2001        2000

CURRENT ASSETS:
 Cash                                    $    33,960   $   32,578
 Accounts receivable - less allowance
  of $250,073 and $95,298 for
  doubtful accounts                          699,626    1,093,832
 Prepaid expenses                             31,023       70,905

     Total current assets                    764,609    1,197,315

PROPERTY:
 Land and land improvements                6,068,132    6,054,330
 Building                                 83,724,161   83,580,660
 Furniture, fixtures and equipment         5,147,455    5,182,690
 Construction in process                     261,380       65,071

  Total property                          95,201,128   94,882,751
 Accumulated depreciation                (28,849,489) (25,682,580)

     Property - net                       66,351,639   69,200,171

OTHER ASSETS                               1,274,227    1,710,131

TOTAL                                    $68,390,475  $72,107,617



LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
 Bank overdraft                          $        --  $    39,637
 Current portion of long-term debt         1,228,322    1,126,451
 Accounts payable                            457,015      473,094
 Due to Maui Land & Pineapple
  Company, Inc.				   1,667,283    1,216,086
 Other current liabilities                    39,453      122,556

     Total current liabilities             3,392,073    2,977,824

LONG-TERM DEBT - Less current portion     57,911,022   59,139,567

OTHER LONG-TERM LIABILITIES                   90,726       87,175

     Total liabilities                    61,393,821   62,204,566

CONTINGENCIES AND COMMITMENTS

PARTNERS' CAPITAL                          6,996,654    9,903,051

TOTAL                                    $68,390,475  $72,107,617

See notes to financial statements.







KAAHUMANU CENTER ASSOCIATES

STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

                                   2001         2000        1999

REVENUES:
 Rental income - minimum        $7,023,484   $7,552,188  $7,472,086
 Rental income - percentage      1,009,772    1,372,884   1,112,419
 Other operating income -
   primarily recoveries
   from tenants                  7,172,942    6,728,646   5,921,174

     Total revenues             15,206,198   15,653,718  14,505,679

COSTS AND EXPENSES:
 Interest                        5,245,434    5,332,655   5,369,013
 Depreciation and amortization   3,693,930    3,685,323   3,539,544
 Utilities                       3,301,571    3,400,142   2,668,013
 Payroll and related costs       2,343,025    2,282,740   2,087,090
 Repairs and maintenance           647,124      701,391     570,175
 General excise taxes              594,008      616,644     566,518
 Write down/loss on disposal
   of assets		           364,646         -         88,074
 Real property taxes               348,689      327,190     315,005
 Insurance                         303,817      333,704     366,253
 Provision for doubtful accounts   302,613       44,497      57,349
 Advertising and promotions        278,036      241,379     204,328
 Management fee                    251,038      278,907     268,264
 Professional fees                 194,613      207,240     143,646
 Other expenses                    244,051      143,992      62,677

     Total costs and expenses   18,112,595   17,595,804  16,305,949

NET LOSS                       $(2,906,397) $(1,942,086)$(1,800,270)


See notes to financial statements.








KAAHUMANU CENTER ASSOCIATES

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

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

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

Net loss - 2001                (1,453,199)   (1,453,198)  (2,906,397)

PARTNERS' CAPITAL (DEFICIT),
 DECEMBER 31, 2001           $(12,014,620)  $19,011,274  $ 6,996,654


See notes to financial statements.







KAAHUMANU CENTER ASSOCIATES

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

                                   2001         2000         1999

OPERATING ACTIVITIES:
 Net loss                     $(2,906,397)  $(1,942,086)  $(1,800,270)
 Adjustments to reconcile net
   loss to net cash provided
   by operating activities:
 Depreciation and amortization  3,693,930     3,685,323     3,539,544
 Loss on property disposals       364,646         -            88,074
 Decrease (increase) in
   accounts receivable  	  394,206      (474,932)      (60,628)
 Decrease (increase) in
   noncurrent accounts
   receivable                     288,927      (146,295)     (285,546)
 (Decrease) increase in
   accounts payable   	          (39,768)     (702,026)      609,583
 Net change in other operating
   assets and liabilities         (11,026)       11,165        30,747

     Net cash provided by
       operating activities     1,784,518       431,149     2,121,504

INVESTING ACTIVITIES:
 Purchases of property         (1,099,123)     (460,224)   (1,831,275)
 Decrease in restricted cash        -             -           758,398

     Net cash used in
       investing activities    (1,099,123)     (460,224)   (1,072,877)

FINANCING ACTIVITIES:
 Payments of long-term debt    (1,126,674)   (1,018,774)     (948,603)
 Proceeds from Partner
   Advances, net of repayments    482,298       536,078          -
 (Decrease) increase in bank
   overdraft       		  (39,637)       39,637          -

     Net cash used in financing
       activities 		 (684,013)     (443,059)     (948,603)

NET INCREASE (DECREASE) IN CASH     1,382      (472,134)      100,024

CASH, BEGINNING OF YEAR            32,578       504,712       404,688

CASH, END OF YEAR                $ 33,960     $  32,578     $ 504,712


SUPPLEMENTAL DISCLOSURE OF CASH
 FLOW INFORMATION -  Cash paid
  during the year for interest $5,242,000    $5,328,000    $5,369,000


SUPPLEMENTAL INFORMATION RELATING TO NONCASH INVESTING ACTIVITIES
 - Amounts included in accounts payable for additions to property
 totaled $8,000, $11,000, and $75,000 at December 31, 2001, 2000,
 and 1999, respectively.


See notes to financial statements.







KAAHUMANU CENTER ASSOCIATES

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999


1. ORGANIZATION

   Kaahumanu Center Associates (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 Queen
   Ka'ahumanu Center (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 accounting principles generally accepted in
   the United States of America 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, 2001 and
   2000.

   Property - Property that 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.

   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.

   Reclassifications - Certain amounts in the 1999 and 2000
   financial statements have been reclassified to conform to the
   2001 presentation.

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, 2001 were $15.7 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 2001,
   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 2001, 2000 and 1999, ML&P
   charged the Partnership $251,000, $279,000 and $268,000,
   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).  Partner Advances totaled $1,018,000 and
   $536,000 at December 31, 2001 and 2000, respectively.
   Interest expense on the advances at 9.57% totaled $54,000 and
   $34,000 for 2001 and 2000, respectively.

   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 2001, 2000 and 1999,
   ML&P charged the Partnership $2,634,000, $2,637,000, and
   $2,417,000, respectively, for payroll and other costs and
   expenses.

   ML&P generates the majority of the electricity that is used by
   the Center.  In 2001, 2000 and 1999, ML&P charged the
   Partnership $2,952,000, $3,049,000 and $2,263,000,
   respectively, for electricity.

   Amounts due to ML&P for management fees, electricity, Partner
   Advances, and reimbursable costs were $1,667,000 and
   $1,216,000 as of December 31, 2001 and 2000, respectively.

5. OTHER ASSETS

   Other assets at December 31, 2001 and 2000 consisted of the
   following:

                                              2001        2000

    Deferred costs                          $435,033    $582,010
    Noncurrent accounts receivable           839,194   1,128,121

    Total other assets                    $1,274,227  $1,710,131

   Deferred costs are primarily leasing consultation costs and
   are net of accumulated amortization of $1,130,000 and
   $983,000, respectively, at December 31, 2001 and 2000.

   Noncurrent accounts receivable represents the excess of
   minimum rental income recognized on a straight-line basis,
   over the life of the lease, 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 four years from
   2002 through 2005 are as follows:  $1,228,000, $1,339,000,
   $1,446,000, and $55,126,000, 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 $44,213,000
   and is receivable during the next five years (2002 through
   2006) as follows:  $5,975,000, $5,764,000, $5,024,000,
   $3,666,000, $2,980,000, respectively, and $20,804,000
   thereafter.

8. CONTINGENCIES AND COMMITMENTS

   The Partnership had commitments under signed contracts
   totaling $305,000 at December 31, 2001.

                             ******

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>8
<FILENAME>kcgauditreport.txt
<DESCRIPTION>2001 KAPALUA COCONUT GROVE FINANCIAL STATEMENTS
<TEXT>



Kapalua Coconut
Grove LLC

Financial Statements for the Years
Ended December 31, 2001, 2000 and 1999
and Independent Accountants' Report













 INDEPENDENT ACCOUNTANTS' REPORT


To the Owners of Kapalua Coconut Grove LLC:

We have audited the accompanying statement of financial
position of Kapalua Coconut Grove LLC as of December 31, 2001,
and the related statements of operations, changes in members'
equity, and cash flows for the year then ended.  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 audit.

We conducted our audit 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 audit provides a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in
all material respects, the financial position of Kapalua
Coconut Grove LLC at December 31, 2001, and the results of its
operations and its cash flows for the year then ended in
conformity with accounting principles generally accepted in the
United States of America.

The accompanying statement of financial position of Kapalua
Coconut Grove LLC as of December 31, 2000, and the related
statements of operations, changes in members' equity, and cash
flows for each of the two years in the period ended December
31, 2000 were not audited by us and, accordingly, we do not
express an opinion on them.


/S/DELOITTE & TOUCHE LLP
Honolulu, Hawaii
February 12, 2002







KAPALUA COCONUT GROVE LLC

STATEMENTS OF FINANCIAL POSITION
DECEMBER 31, 2001 AND 2000


ASSETS                     2001       	    2000
                                  	(Unaudited)
CASH AND CASH
 EQUIVALENTS           $1,559,250      $    24,691

ACCOUNTS RECEIVABLE   		           237,141

WORK IN PROGRESS           	        35,405,234


TOTAL                  $1,559,250      $35,667,066




LIABILITIES AND
MEMBERS' EQUITY		  2001  	     2000
					 (Unaudited)

LIABILITIES:
 Customer deposits                      $14,617,028
 Notes payable             	          3,313,865
 Accounts payable and
 accrued liabilities   $  787,113	  5,320,618
Contractors' retention
 payable		  753,243	  1,682,981

Total liabilities       1,540,356        24,934,492

MEMBERS' EQUITY            18,894  	 10,732,574

TOTAL		       $1,559,250 	$35,667,066



See notes to financial statements.







KAPALUA COCONUT GROVE LLC

STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

                                  2001         2000        1999
                                           (Unaudited) (Unaudited)

REVENUES:
 Real estate sales           $70,250,191
 Other                            15,222    $ 237,236    $ 4,532

   Total revenues             70,265,413      237,236      4,532

COSTS AND EXPENSES:
 Cost of real estate sales    54,419,251
 Selling and marketing         1,756,750
 General and administrative      103,092      361,622    349,992

   Total costs and expenses   56,279,093      361,622    349,992

NET INCOME (LOSS)            $13,986,320    $(124,386) $(345,460)


See notes to financial statements.






KAPALUA COCONUT GROVE LLC

STATEMENTS OF CHANGES IN MEMBERS' EQUITY
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

                                 Kapalua     YCP Site
                                 Land Co.    29, Inc.      Total

BALANCE, JANUARY 1, 1999
  (Unaudited)    	      $ 5,026,210   $ 5,026,21  $10,052,420

 Net loss                        (172,730)    (172,730)    (345,460)

 Cash contributions               575,000      575,000    1,150,000

BALANCE, DECEMBER 31, 1999
  (Unaudited)		        5,428,480    5,428,480   10,856,960

 Net loss                         (62,193)     (62,193)    (124,386)

BALANCE, DECEMBER 31, 2000
  (Unaudited)		        5,366,287    5,366,287   10,732,574

 Net income                     6,993,160    6,993,160   13,986,320

 Cash distributions           (12,350,000) (12,350,000) (24,700,000)

BALANCE, DECEMBER 31, 2001    $     9,447  $     9,447  $    18,894


See notes to financial statements.






KAPALUA COCONUT GROVE LLC

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

                                    2001        2000        1999
                                            (Unaudited) (Unaudited)

OPERATING ACTIVITIES:
 Net income (loss)             $13,986,320   $(124,386)  $(345,460)
 Adjustments to reconcile net
  income (loss) to net cash
  provided by (used in)
  operating activities:
  Changes in assets and liabilities:
   Accounts receivable             237,141    (237,141)
   Work in progress             35,405,234 (23,135,748) (2,439,303)
   Customer deposits           (14,617,028) 14,617,028
   Accounts payable, accrued
    liabilities and
    retentions payable          (5,463,243)  6,133,831     830,644

     Net cash provided by
      (used in) operating
      activities                29,548,424  (2,746,416) (1,954,119)

FINANCING ACTIVITIES:
 Repayments on notes payable   (33,889,817)
 Borrowings on notes payable    30,575,952   2,747,711     566,155
 Contributions from owners                               1,150,000
 Distributions to owners       (24,700,000)

     Net cash provided by
      (used in) financing
      activities               (28,013,865)  2,747,711   1,716,155

NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                1,534,559       1,295    (237,964)

CASH AND CASH EQUIVALENTS,
 BEGINNING OF YEAR                  24,691      23,396     261,360

CASH AND CASH EQUIVALENTS,
 END OF YEAR                    $1,559,250  $   24,691   $  23,396


See notes to financial statements.







KAPALUA COCONUT GROVE LLC

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001, 2000 (UNAUDITED) AND 1999
(UNAUDITED)


1. ORGANIZATION

   Kapalua Coconut Grove LLC ("KCG") is a Hawaii limited
   liability company whose members are Kapalua Land Company,
   Ltd., a subsidiary of Maui Land & Pineapple Company, Inc., and
   YCP Site 29, Inc.  KCG was formed in June 1997 to own,
   develop, and sell luxury condominiums on the 12-acre parcel of
   beachfront property adjacent to the Kapalua Bay Hotel.  Each
   member has a 50% interest in KCG.  Kapalua Land Company, Ltd.
   previously owned the land and sold 50% of the parcel at fair
   market value to YCP Site 29, Inc.  Each member contributed to
   the company its 50% interest in the land parcel for a total of
   $9.0 million and $1.1 million in cash.

   Neither member is personally liable for any debt, obligation
   or liability of KCG.  The KCG operating agreement expires on
   December 31, 2095, unless sooner dissolved as allowed for in
   the agreement.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Cash and Cash Equivalents - KCG considers all highly liquid
   investments with maturities of three months or less at the
   date of purchase to be cash equivalents.

   Work in Progress - Work in progress is stated at the lower of
   cost or fair value, and includes all direct and indirect
   development costs and interest charges.

   Income Taxes - The net income of KCG for federal and state
   income tax purposes is reported by the members in their
   separate tax returns; accordingly, the KCG financial
   statements do not include any provision for income taxes.

   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.  Actual amounts could differ from those estimates.

3. WORK IN PROGRESS

   Work in progress as of December 31, 2000 consisted of:

    Site construction                              $22,086,000
    Land                                             9,000,000
    Project management and administration            1,997,000
    Design, engineering, and planning                1,440,000
    Financing                                          464,000
    Marketing                                          418,000

    Total                                          $35,405,000

4. NOTES PAYABLE

   The $33,000,000 revolving construction loan was collateralized
   by the land and improvements, and interest was at the bank's
   base rate.  At December 31, 2000, the balance outstanding was
   $3,314,000, and the notes were paid in full during 2001.

5. REAL ESTATE SALES

   Presales of the 36 luxury, residential condominiums
   constructed on the parcel began in 1999 and construction of
   all units were completed during the year ended December 31,
   2001.  As of December 31, 2001, sales of all units have been
   closed, title has been delivered to the buyers, and proceeds
   have been received by KCG.

6. COST OF REAL ESTATE SALES

   Cost of real estate sales for the year ended December 31, 2001
   includes all costs related to the project as follows:

    Site construction                               $39,447,000
    Land                                              9,000,000
    Project management and administration             2,692,000
    Design, engineering, and planning                 1,496,000
    Financing                                         1,103,000
    Marketing                                           681,000

    Total                                           $54,419,000

7. RELATED PARTY TRANSACTIONS

   Kapalua Land Company, Ltd. was the managing member of KCG and
   provided services at $10,000 per month from July 1997 through
   June 2001, which was capitalized to the project.

   Kapalua Realty Company, Ltd., an affiliate of Kapalua Land
   Company, Ltd., provided real estate services and was paid
   $1,334,000 in sales commissions for the year ended December
   31, 2001.  Such amounts have been included in selling and
   marketing expenses in the statements of operations.

                             ******

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
