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<SEC-DOCUMENT>0000063330-03-000019.txt : 20030814
<SEC-HEADER>0000063330-03-000019.hdr.sgml : 20030814
<ACCEPTANCE-DATETIME>20030813133751
ACCESSION NUMBER:		0000063330-03-000019
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20030630
FILED AS OF DATE:		20030813

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-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-06510
		FILM NUMBER:		03840243

	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:			96733
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>sec10q03.txt
<DESCRIPTION>MAUI LAND & PINEAPPLE COMPANY, INC. 2ND QUARTER 10-Q
<TEXT>



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

                            FORM 10-Q


(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended       JUNE 30, 2003
                                OR
[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

                Commission file number  0-6510

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

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

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

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

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

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

                      Yes  [x]No  [  ]

Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act).
                 Yes  [  ]    No  [x]

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

        Class                    Outstanding at August 4, 2003
Common Stock, no par value              7,195,800 shares







              MAUI LAND & PINEAPPLE COMPANY, INC.
                        AND SUBSIDIARIES


                        TABLE OF CONTENTS

                                                             Page

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

Condensed Balance Sheets,
  June 30, 2003 (Unaudited) and December 31, 2002               3

Condensed Statements of Operations and Retained Earnings,
  Three Months Ended June 30, 2003 and 2002 (Unaudited)         4

Condensed Statements of Operations and Retained Earnings,
   Six Months Ended June 30, 2003 and 2002 (Unaudited)          5

Condensed Statements of Comprehensive Income
   Three Months Ended June 30, 2003 and 2002 (Unaudited)        6

Condensed Statements of Comprehensive Income
   Six Months Ended June 30, 2003 and 2002 (Unaudited)          6

Condensed Statements of Cash Flows,
  Six Months Ended June 30, 2003 and 2002 (Unaudited)           7

Notes to Condensed Financial Statements (Unaudited)             8

Item 2.  Management's Discussion and Analysis of Financial
Condition and Results of Operations                            12

Item 3.  Quantitative and Qualitative Disclosures About Market
Risk                                                           17

Item 4.  Controls and Procedures                               17

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings                                     18

Item 4.  Submission of Matters to a Vote of Security-Holders   18

Item 6.  Exhibits and Reports on Form 8-K                      19

Signatures                                                     20







PART I    FINANCIAL INFORMATION
Item 1.   Financial Statements

      MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
                    CONDENSED BALANCE SHEETS
                                                 Unaudited
                                                  6/30/03     12/31/02
                                                 (Dollars in Thousands)
                                ASSETS
Current Assets
  Cash and cash equivalents                      $  1,023    $     658
  Accounts and notes receivable                    18,836       22,315
  Inventories                                      27,177       23,365
  Other current assets                             11,065        8,385
    Total current assets                           58,101       54,723

Property                                          258,148      264,647
  Accumulated depreciation                       (153,060)    (152,449)
    Property - net                                105,088      112,198

Other Assets                                       16,608       17,274
Total                                             179,797      184,195


                 LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Current portion of long-term debt and
    capital lease obligations                       6,450        6,846
  Trade accounts payable                           10,279       13,057
  Other current liabilities                         9,773        9,318
    Total current liabilities                      26,502       29,221

Long-Term Liabilities
  Long-term debt and capital lease obligations     44,054       43,252
  Accrued retirement benefits                      34,221       33,089
  Equity in losses of joint venture                13,564       12,840
  Other long-term liabilities                       1,451        1,867
    Total long-term liabilities                    93,290       91,048

Minority Interest in Subsidiary                     1,935        1,187

Stockholders' Equity
  Common stock, no par value - 7,200,000 shares
    authorized, 7,195,800 issued and outstanding   12,455       12,455
  Retained earnings                                50,699       55,357
  Accumulated other comprehensive loss             (5,084)      (5,073)
    Stockholders' equity                           58,070       62,739
Total                                            $179,797    $ 184,195

See accompanying Notes to Condensed Financial Statements.






      MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
    CONDENSED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                          (UNAUDITED)

                                          Three Months Ended
                                         6/30/03      6/30/02
                                         (Dollars in Thousands
                                         Except Share Amounts)

Revenues
  Net sales                              $26,591      $25,227
  Operating income                         8,660        8,092
  Other income                             1,239          242

Total Revenues                            36,490       33,561

Costs and Expenses
  Cost of goods sold                      17,885       16,814
  Operating expenses                       8,723        8,316
  Shipping and marketing                   5,038        4,761
  General and administrative               8,933        5,767
  Interest                                   655          572
  Equity in losses of joint ventures         452          388

Total Costs and Expenses                  41,686       36,618

Loss Before Income Taxes and
 Minority Interest                        (5,196)      (3,057)

Income tax benefit                         1,432        1,054

Minority interest in income of
  consolidated subsidiary                   (268)         (63)

Net Loss                                  (4,032)      (2,066)

Retained Earnings, Beginning of Period    54,731       61,842

Retained Earnings, End of Period          50,699       59,776

Per Common Share
    Net Loss                             $  (.56)      $ (.29)


See accompanying Notes to Condensed Financial Statements.





     MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
    CONDENSED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                          (UNAUDITED)

                                           Six Months Ended
                                         6/30/03      6/30/02
                                         (Dollars in Thousands
                                         Except Share Amounts)
Revenues
  Net sales                              $53,746      $50,337
  Operating income                        18,618       18,451
  Other income                             1,399        1,058

Total Revenues                            73,763       69,846

Costs and Expenses
  Cost of goods sold                      34,747       32,870
  Operating expenses                      17,094       16,660
  Shipping and marketing                  10,114        9,509
  General and administrative              15,514       10,834
  Interest                                 1,289        1,153
  Equity in losses of joint ventures         708          628

Total Costs and Expenses                  79,466       71,654

Loss Before Income Taxes and
  Minority Interest                       (5,703)      (1,808)

Income tax benefit                         1,741          637

Minority interest in income of
  consolidated subsidiary                   (696)        (119)

Net Loss                                  (4,658)      (1,290)

Retained Earnings, Beginning of Period    55,357       61,066

Retained Earnings, End of Period          50,699       59,776

Per Common Share
    Net Loss                             $  (.65)      $ (.18)



See accompanying Notes to Condensed Financial Statements.





      MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
          CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
                           (UNAUDITED)



                                           Three Months Ended
                                          6/30/03       6/30/02
                                          (Dollars in Thousands)


Net Loss                                 $(4,032)      $ (2,066)

Other Comprehensive Loss - Foreign
  Currency Translation Adjustment            (13)            (8)

Comprehensive Loss                       $(4,045)      $ (2,074)



                                            Six Months Ended
                                          6/30/03       6/30/02
                                          (Dollars in Thousands)


Net Loss                                 $(4,658)      $ (1,290)

Other Comprehensive Income (Loss) -
  Foreign Currency Translation
  Adjustment                                 (11)            16

Comprehensive Loss                       $(4,669)      $ (1,274)


See accompanying Notes to Condensed Financial Statements.





       MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
               CONDENSED STATEMENTS OF CASH FLOWS
                           (UNAUDITED)



                                            Six Months Ended
                                         6/30/03       6/30/02
                                         (Dollars in Thousands)


Net Cash Provided by (Used in)
  Operating Activities                  $  3,742       $ (2,217)

Investing Activities
  Purchases of property                   (3,959)        (5,416)
  Proceeds from disposal of property          30            630
  Increases in other assets                 (602)          (996)

Net Cash Used in Investing Activities     (4,531)        (5,782)

Financing Activities
  Payments of long-term debt and capital
    lease obligations                    (11,974)        (8,823)
  Proceeds from long-term debt            12,847         14,389
  Proceeds from (payment of)
    short-term debt                         (320)         1,000
  Other                                      601            168

Net Cash Provided by Financing Activities  1,154          6,734

Net Increase (Decrease) in Cash              365         (1,265)

Cash and Cash Equivalents
  at Beginning of Period                     658          2,173

Cash and Cash Equivalents
  at End of Period                       $ 1,023        $   908

Supplemental Disclosures of Cash Flow Information - Interest (net
of amounts capitalized) of $1,321,000 and $1,137,000 was paid
during the six months ended June 30, 2003 and 2002, respectively.
Income taxes of $(288,000) and $1,483,000 were (received) paid
during the six months ended June 30, 2003 and 2002, respectively.

See accompanying Notes to Condensed Financial Statements.







      MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
             NOTES TO CONDENSED FINANCIAL STATEMENTS
                           (UNAUDITED)


1.  In the opinion of management, the accompanying condensed
    financial statements contain all normal and recurring
    adjustments necessary to fairly present the statement of
    financial position, results of operations and cash flows for
    the interim periods ended June 30, 2003 and 2002.

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

3.  The effective tax rate for 2003 and 2002 differs from the
    statutory federal rate of 34% primarily because of the state
    tax provision and refundable state tax credits.

4.  Accounts and notes receivable are reflected net of allowance
    for doubtful accounts of $1,040,000 and $572,000 at
    June 30, 2003 and December 31, 2002, respectively.

5.  Inventories as of June 30, 2003 and December 31, 2002 were
    as follows (in thousands):

                                           6/30/03    12/31/02

    Pineapple products
      Finished goods                       $ 9,384     $11,829
      Work in progress                       4,214         963
      Raw materials                          3,234       1,696
    Real estate held for sale                4,434       2,134
    Merchandise, materials and supplies      5,911       6,743

    Total Inventories                      $27,177     $23,365


6.  Business Segment Information (in thousands):


                          Three Months Ended       Six Months Ended
                                June 30                 June 30
                             2003      2002          2003     2002
Revenues
  Pineapple               $23,876   $22,163        $44,774   $41,505
  Resort                   10,529    10,309         23,824    25,529
  Commercial & Property     2,105     1,088          5,184     2,811
  Other                       (20)        1            (19)        1
Total Revenues             36,490    33,561         73,763    69,846

Operating Profit (Loss)
  Pineapple                (2,879)   (1,322)        (4,416)   (2,463)
  Resort                   (1,028)     (400)           266     2,556
  Commercial & Property      (139)     (458)           210      (139)
  Other                      (763)     (368)        (1,170)     (728)
Total Operating Loss       (4,809)   (2,548)        (5,110)     (774)
Interest Expense             (655)     (572)        (1,289)   (1,153)
Income Tax Benefit          1,432     1,054          1,741       637

Net Loss                  $(4,032)  $(2,066)       $(4,658)  $(1,290)

7. In June 2003, the Company entered into an agreement to sell
   the Napili Plaza and in July 2003, the Company, as managing
   member for Kaahumanu Center Associates, signed an agreement to
   sell Queen Kaahumanu Center.  At June 30, 2003, the Napili
   Plaza property, plant and equipment (net of accumulated
   depreciation of $4,373,000) has been classified as Real Estate
   Held for Sale.

   On August 1, 2003, the sale of Napili Plaza was concluded and
   the Company's $4.5 million mortgage loan on the on the property
   was repaid.  The Company will report a pretax gain of
   approximately $2 million in the third quarter of 2003.

   The sale of Queen Kaahumanu Center is expected to close before
   the end of third quarter 2003.

8. Average common shares outstanding for the interim periods
   ended June 30, 2003 and 2002 were 7,195,800.  The Company has
   no securities outstanding that would potentially dilute common
   shares outstanding.

9. At June 30, 2003 and 2002, the Company did not hold
   derivative instruments and did not enter into hedging
   transactions.

10.On January 1, 2003, the Company adopted Statement of Financial
   Accounting Standard No. 146, Accounting for Costs Associated
   with Exit or Disposal Activities ("SFAS No. 146").  SFAS No.
   146 requires that a liability for a cost associated with an
   exit or disposal activity be recognized when the liability is
   incurred, and not at the date of an entity's commitment to an
   exit plan, as was previously required.  The adoption of SFAS
   No. 146 did not have a material effect on the Company's
   financial statements.

   On January 1, 2003, the Company adopted Financial Accounting
   Standards Board Interpretation No. 45, Guarantor's Accounting
   and Disclosure Requirements for Guarantees, Including Indirect
   Guarantees of Indebtedness of Others ("FIN No. 45").  FIN No.
   45 requires an entity to disclose in its financial statement
   footnotes many of the guarantees or indemnification agreements
   that it issues.  In addition, under certain circumstances, an
   entity will have to recognize a liability at the time it enters
   into the guarantee.  The adoption of FIN No. 45 did not have a
   material impact on the Company's financial statements.

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

12.Contingencies
   Pursuant to a 1999 settlement agreement resulting from a
   lawsuit filed by the County of Maui, the Company and several
   chemical manufacturers have agreed that until December 1, 2039,
   they will pay for 90% of the capital cost to install filtration
   systems in any future water wells if the presence of a
   nematocide commonly known as DBCP exceeds specified levels, and
   for the ongoing maintenance and operating cost for filtration
   systems on existing and future wells.  To secure its
   obligations the Company and the other defendants in the lawsuit
   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 through
   June 30, 2003, did not have a material effect on the Company's
   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 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.  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.

   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.

   In addition to the matters noted above, there are various other
   claims and legal actions pending against the Company.  In the
   opinion of management, after consultation with legal counsel,
   the resolution of these other 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.  Both lines expire on
   August 31, 2003.

   The Company, as a partner in various partnerships, may under
   particular circumstances be called upon to make additional
   capital contributions.

   The Company has guaranteed the payment of up to $10 million of
   the $57 million mortgage loan of Kaahumanu Center Associates, a
   limited partnership of which the Company is the general
   partner.  Upon closing of the sale of Queen Kaahumanu Center,
   the mortgage loan will be repaid and the guarantee will be
   released (see Note 7 to Condensed Financial Statements).

   At June 30, 2003, the Company had purchase commitments under
   signed contacts totaling $6.1 million, which relate primarily
   to pineapple purchases for its Costa Rican operations and to
   real estate projects on Maui.



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

RESULTS OF OPERATIONS

Consolidated

The Company reported a net loss of $4,032,000 ($.56 per share)
for the second quarter of 2003 compared to a net loss of
$2,066,000 ($.29 per share) for the second quarter of 2002.
Consolidated revenues for the second quarter of 2003 were $36.5
million compared to $33.6 million for the second quarter of 2002.

For the first half of 2003, the Company had a net loss of
$4,658,000 ($.65 per share) compared to a net loss of $1,290,000
($.18 per share) for the first half of 2002.  Consolidated
revenues for the first half of 2003 were $73.8 million compared
to $69.8 million for the same period in 2002.

Increased losses for the second quarter and first half of 2003
were due to lower net results from the Company's major business
segments, Pineapple and Resort, and increased general and
administrative expenses.  The Commercial & Property segment
produced improved results for the second quarter and first half
of 2003.

Consolidated general and administrative expenses increased by 57%
and 45% for the second quarter and first half of 2003,
respectively, compared to the same periods in 2002.  General and
administrative expenses are incurred at the segment level and at
the corporate level.  Approximately 70% of the general and
administrative expenses incurred at the corporate level were
allocated to the business segments in 2003 and 2002.  Operating
profit (loss) reported for the business segment is after
allocation of corporate general and administrative expense, but
before interest expense and income taxes.  Charges related to
management changes and employee layoffs in the Pineapple segment
accounted for approximately 49% and 33% of the increased
consolidated general and administrative expense for the second
quarter and first half of 2003, respectively.  Litigation costs
incurred in the Pineapple segment, other consultant fees, higher
depreciation expense and increased pension expense were
responsible for approximately 47% and 57% of the increased
general and administrative expense for the second quarter and
first half of 2003, respectively.

Consolidated pension expense for the year 2003 is expected to be
$2.7 million, an increase of about 100% over 2002.  This increase
reflects the decline in pension asset values in 2002 and a
decrease in assumed discount rate as of December 31, 2002.  While
pension asset values have improved in the first six months of
2003, fixed long-term interest rates have continued to decline.
At year-end 2003, the Company could be required to recognize an
additional minimum liability as prescribed by SFAS No. 87,
Employers' Accounting for Pensions.  The liability would not
affect net income, but would be recorded as a reduction of equity
through a non-cash charge to accumulated other comprehensive
income.

Interest expense was higher in the second quarter and first half
of 2003 compared to the same periods in 2002 because of higher
average borrowings.  Borrowings were higher in 2003 because cash
flows from operating activities were insufficient to reduce debt.
See Liquidity, Capital Resources and Other for further discussion
of cash flows.  The Company's average interest rates were lower
in the second quarter and first half of 2003 compared to the same
periods in 2002.

Pineapple

Pineapple operations produced an operating loss of $2.9 million
for the second quarter of 2003 compared to an operating loss of
$1.3 million for the second quarter of 2002.  For the first half
of 2003 the operating loss from Pineapple was $4.4 million
compared to $2.5 million for the first half of 2002.  Revenues
for the second quarter and first half of 2003 were $23.9 million
and $44.8 million, respectively, an increase of approximately 8%
for both the quarter and six-month period versus the comparable
periods in 2002.

Increased revenues for the second quarter and the first six
months of 2003 were due primarily to higher volume and prices of
pineapple sales from Costa Rica by the Company's 100% owned
subsidiary, Royal Coast Tropical Fruit Company, Inc. and
increased sales volume of Hawaiian GoldTM, fresh whole pineapple
grown on Maui.  Increased revenues for the first six months of
2003 also reflected higher average sales prices for the Company's
canned pineapple products.  Sales volume of the Company's canned
pineapple products was lower in the second quarter and first half
of 2003 compared to 2002 and currently represents approximately
65% of the Pineapple segment net sales compared to approximately
75% of the segment's net sales a year ago.  Revenues for the
second quarter of 2003 include $850,000 from a non-recurring cash
receipt in April 2003.

Cost of sales as a percentage of sales was lower in the second
quarter and first half of 2003 compared to 2002 primarily because
of the larger proportion of fresh pineapple sales, which
generally have a higher profit margin compared to canned sales,
and because of lower production cost (primarily at the
plantations) in 2003.

The increased operating loss for the Pineapple segment for the
second quarter and first half of 2003 was primarily due to
increased general and administrative expenses as discussed above.
General and administrative expense for the Pineapple segment
increased by $2.1 million and $3.4 million in the second quarter
and first half of 2003, respectively, compared to the same
periods in 2002.  Significant litigation cost to defend the
Company's right to grow certain hybrid pineapple varieties were
incurred in the first half of 2003, but the expense is not
expected to continue after August 2003.  Higher depreciation
charged to Pineapple general and administrative expense is
attributable to the integrated accounting system that was fully
placed in service as of January 2003.  This depreciation expense
currently is expected to be approximately $1.9 million per year
in 2003 through 2006.

Production costs are expected to be lower in 2003 because of a
reduction in the number of acres that will be planted as compared
to 2002.  In accordance with Hawaii industry practice, the
Company's policy is to charge the costs of growing pineapple to
production in the year incurred rather than deferring these costs
until the year of harvest.  This reduction in acres to be planted
in 2003 as compared to 2002 is expected to reduce cost of sales
for the year 2003 by approximately $1.0 million.

The Company's canned pineapple is sold in competition with
product produced in foreign countries; thus, the volume of
imports of canned pineapple and the average unit value declared
on these imports influences the competitive environment of the
market for the Company's products.  The effect on the marketplace
of a change in the volume or average unit value is not
necessarily immediate, and other factors also influence the
market, but the import statistics may be indicative of future
market condition.  For the first five months of 2003, the volume
of imports of canned pineapple into the United States increased
by 14% and the average unit value increased by 8%.

Antidumping duties ranging from less than 1% up to 51% have been
in effect on canned pineapple fruit imported from Thailand since
mid-1995.  At the request of either the Company or a Thai
producer, the amount of duties on pineapple imports from Thailand
is subject to annual administrative reviews by the U. S.
Department of Commerce.  Based on the preliminary results of the
seventh annual administrative review announced in June 2003,
three Thai importers have dumping margins that are considered "de
minimis."  A determination of a de minimis dumping margin for
three consecutive years will result in an importer being exempt
from the anti-dumping duty order.  In 2001, the Company had
appealed a determination that one large Thai producers' dumping
margin was de minimis, and in April 2003, the margin was
recomputed to an amount in excess of the de minimis threshold.

Over the last several years, the Company has been reducing the
acreage planted in Champaka pineapple (primarily a canning
variety) and increasing the acreage in Hawaiian GoldTM pineapple
(primarily sold as fresh whole fruit), resulting in a net
reduction in the total planted acreage.  This reduction in
planted acreage has resulted in a gradual reduction in the need
for seasonal labor as well as reductions in the full-time labor
force.  The first six months of 2003 includes approximately
$400,000 of employment severance charges.  Acceleration of the
reduction in canned pineapple production will result in further
decreases to the size of the workforce.  The Company's labor
force needs are being evaluated and additional charges for
severance and termination benefits may be necessary in future
periods.  The Company is also evaluating the fixed assets used in
its Pineapple operations in an effort to determine the most
efficient usage of its assets based on an overall reduction in
canned pineapple production.  This evaluation may result in
additional depreciation or impairment charges.

Resort

Kapalua Resort reported an operating loss for the second quarter
of 2003 of $1,028,000 compared to an operating loss of $400,000
for the second quarter of 2002. For the first half of 2003
Kapalua produced an operating profit of $266,000 compared to an
operating profit of $2,556,000 for the first half of 2002.
Revenues for the second quarter of 2003 were 2% higher than the
second quarter of 2002.  For the first half of 2003, revenues of
$23.8 million were 7% lower than the same period in 2002.

Increased revenues for the second quarter of 2003 compared to the
second quarter of 2002 were attributable to increased hotel and
villa room occupancies at Kapalua, an increased number of paid
rounds of golf, higher green fees and to improved merchandise
sales.  For the first half of 2003, the overall room occupancy at
the Resort and paid rounds of golf were lower than the first half
of 2002.  The increase in merchandise sales in the second quarter
and first half of 2003 compared to the same periods in 2002
primarily reflects an increase in Company-operated retail space
at Kapalua Resort.

The increased operating loss for the second quarter of 2003 and
the reduction in operating profit for the first half of 2003 was
due to fewer sales of new real estate product in 2003, higher
operating costs and higher direct and allocated general and
administrative expenses as explained above.  Operating cost
increases were primarily due to labor related costs.

Operating profit attributable to real estate development
decreased by $400,000 and $1.5 million in the second quarter of
2003 and first half of 2003, respectively, compared to the same
periods in 2002, reflecting lower inventory of new real estate
product available for sale.  There were no sales of new real
estate product in the second quarter of 2003, while the second
quarter of 2002 included one Pineapple Hill Estates lot sale.
The first half of 2003 included the sale of one lot at Pineapple
Hill Estates compared to the first half of 2002, which included
the sale of two lots at Pineapple Hill Estates and two lots at
Plantation Estates.

A house on a lot at Pineapple Hill Estates that the Company
constructed through a joint venture was completed in March 2003
and is available for sale.  The Company presently has a 6.5-acre
oceanfront parcel at Kapalua in escrow.  This sale is expected to
close after the State Department of Land & Natural Resources
approves the buyers' construction plans for a home on this
conservation-zoned parcel.  The next phase of Plantation Estates
at Kapalua may be available for sale before year-end 2003, but
revenues from this subdivision would be recognized as subdivision
improvements are completed, so revenues probably will not be
recognized until 2004.

Resort real estate sales are cyclical and depend on a number of
factors.  Results of real estate sales activity for the second
quarter and first half of 2003 are not necessarily indicative of
future performance trends for this segment.

Hotel and condominium room occupancies for the first six months
of 2003 compared to the same period in 2002, increased slightly
for the State of Hawaii and for the island of Maui, room
occupancies increased by approximately 3%.  Room occupancies at
the Kapalua Resort decreased by almost 3% for the first six
months of 2003 compared to the same period in 2002.  Part of the
decreased occupancy at Kapalua is due to a greater number of
units available in The Kapalua Villas, the Company's short-term
condominium rental program.  In addition, a portion of the
accommodations at the Kapalua Resort is dependent on group
business, which was lower in 2003 compared to 2002.  Advanced
bookings for the second half of 2003 indicate that Kapalua Resort
occupancies for the remainder of 2003 and the full year 2003 may
exceed 2002.

Commercial & Property

Commercial & Property operations produced an operating loss of
$139,000 for the second quarter of 2003 compared to an operating
loss of $458,000 for the second quarter of 2002.  For the first
half of 2003 the Commercial & Property operating profit was
$210,000 compared to an operating loss of $139,000 for the first
half of 2002.  Revenues from these operations was $2,105,000 for
the second quarter of 2003 compared to $1,088,000 for the second
quarter of 2002; and $5,184,000 for the first half of 2003
compared to $2,811,000 for the first half of 2002.


Higher revenues and improved net operating results for the second
quarter and first half of 2003 were primarily due to the closing
of lot sales at the Kapua Village employee subdivision.  The
second quarter and first half of 2003 included ten and 31 lot
closings, respectively.  The closing of lot sales in this
subdivision began in December 2002 and one lot remained in
inventory at June 30, 2003.  The final lot was sold in July 2003.
Revenues and operating profit for the first half of 2002 included
a $624,000 gain on the sale of a land parcel.

LIQUIDITY, CAPITAL RESOURCES AND OTHER


At June 30, 2003, total debt, including capital leases was $50.5
million, an increase of $400,000 from December 31, 2002.
Typically, the increase in the Company's debt level from the
prior year-end to the end of the second quarter would be
significantly greater because cash requirements increase as the
seasonal pineapple canning activity begins. However, the
Company's debt level at the end of 2002 was relatively high
because certain pineapple sales made late in 2002 were not
collected before year-end.  The debt was reduced to a more normal
year-end level when the receivables were collected in early 2003.
Cash flows from operating activities was $3.7 million for the
first half of 2003 compared to a negative $2.2 million for the
same period in 2002.

The seasonal pineapple canning activity of the summer months will
increase the Company's cash requirements.  However, the Company's
overall debt level is expected to be lower by the end of the
third quarter as compared to June 30, 2003, primarily because the
mortgage loan on Napili Plaza was repaid on August 1, 2003 (see
Note 7 to Condensed Financial Statements).  At June 30, 2003,
unused short- and long-term lines of credit totaled $7.1 million.
It is anticipated that cash flows from operating activities
together with the credit lines currently available to the Company
will be sufficient to cover the Company's peak cash requirements
in 2003.  Should additional credit become necessary the Company
would seek additional credit from its lenders.

In January 2003, the sales, manufacturing and payroll modules of
the integrated accounting system, which the Company began
implementing in August 2000, "went live."  Through approximately
early April 2003, the Pineapple Sales Division experienced
significant backlogs in invoicing because of previously
unforeseen issues in the new system.  At June 30, 2003, the
backlog in invoicing was at acceptable levels.

The Company's capital expenditures and expenditures for general
planning and land entitlements are expected to be approximately
$9.3 million in 2003.  Approximately $3.4 million is estimated to
be for replacement of existing equipment and facilities.  Some of
these expenditures may be funded with capital leases or new
equipment financing loans.

In August 2003, the Company expects to receive a non-recurring
cash payment of $2 million as a result of resolution of
litigation that will be recorded as Other Income in the Pineapple
segment.

This report contains forward-looking statements, within the
meaning of Private Securities Litigation Reform Act of 1995,
which are provided in an effort to assist in the understanding of
certain aspects of the Company's anticipated future financial
performance.  The words "estimate," "project," "intend,"
"expect," "believe" and similar expressions are intended to
identify forward-looking statements.  Among other things, the
forward-looking statements in this report address the Company's
belief regarding the effect of imports on canned pineapple
pricing; the Company's expectations as to depreciation expense,
pineapple production costs and capital expenditures; the
Company's expectations as to the closing of the sale on the 6.5
acre land parcel at Kapalua and the closing of the sale of Queen
Kaahumanu Center; the possibility that the next phase of
Plantation Estates at Kapalua may be available for sale before
year-end 2003; the Company's expectations as to Resort room
occupancies; expectations regarding certain non-recurring cash
receipts; and the Company's expectations regarding the adequacy
of credit facilities and operating cash flows.  Forward-looking
statements contained in this report or otherwise made by the
Company are subject to significant risks and uncertainties, many
of which are outside of the Company's control.  Although the
Company believes that the assumptions underlying its forward-
looking statements are reasonable, any assumption could prove to
be inaccurate and that could cause actual results to differ
materially from those in the forward-looking statements.
Potential risks and uncertainties include, but are not limited
to, those risks and uncertainties as disclosed in the Company's
Annual Report to Shareholders and Form 10-K filing with the
Securities and Exchange Commission.  Unless expressly stated, the
Company does not undertake and specifically disclaims any
obligation to update any forward-looking statements to reflect
events or circumstances after the date of such statements.

Item 3.   Quantitative and Qualitative Disclosures about Market
Risk

The Company's primary market risk exposure with regard to
financial instruments is to changes in interest rates.  The
Company attempts to manage this risk by monitoring interest rates
and future cash requirements, and evaluating opportunities to
refinance borrowings at various maturities and interest rates.
There were no material changes to the Company's market risk
exposure during the first six months of 2003.

Item 4.   Controls and Procedures

(a) Evaluation of disclosure controls and procedures.  The
    Company's principal executive officer and principal financial
    officer evaluated the effectiveness of the Company's disclosure
    controls and procedures as of June 30, 2003.  Based on this
    evaluation, it was concluded that the Company's disclosure
    controls and procedures are effective in timely identifying
    material information that should be disclosed in this report.

(b) Changes in internal controls.  There were no changes in the
    Company's internal control over financial reporting that occurred
    during the Company's last fiscal quarter that have materially
    affected, or are reasonably likely to materially affect, the
    Company's internal control over financial reporting.


PART II   OTHER INFORMATION

Item 1.   Legal Proceedings

On August 5, 2003 a settlement agreement was signed, which
resolved all claims, counterclaims, and/or contentions on terms
satisfactory to all parties, with regard to 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) and 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).

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

On May 27, 2003, the annual meeting of the Company's shareholders
was held.  Proxies for the meeting were solicited pursuant to
Regulation 14A under the Securities Exchange Act of 1934.  The
number of outstanding shares as of March 20, 2003, the record
date of the annual meeting, was 7,195,800.

The results of the voting were as follows:

Election of Class one Directors for a three-year term:

                        Shares Voted For         Shares Withheld

Randolph G. Moore           6,563,378                152,799
Fred E. Trotter III         6,543,375                172,802

Election of the firm Deloitte & Touche LLP as auditor of the
Company for the fiscal year 2003:

Shares voted for:           6,572,776
Shares voted against:         135,273
Shares abstained:               8,128

There were no broker non-votes on any matter voted upon at the
meeting.


Item 6.     Exhibits and Reports on Form 8-K

(a)  Exhibits

     (4)  Instruments Defining the Rights of Security
               Holders
          4.1(x)   Third Loan Modification Agreement, dated as
                   of August 11, 2003 (Filed Herewith)
          4.2(vii) Sixth Amendment to Term Loan Agreement,
                   entered into on July 30, 2003, and effective
                   as of June 29, 2003 (Filed Herewith)

     (10) Material Contracts
          10.3(x)  Employment Separation Agreement (Gary L.
                   Gifford, President/CEO), dated April 15, 2003

     (31) Rule 13a - 14(a) Certifications

     (32) Section 1350 Certifications

(b)  Reports on Form 8-K
     (1)  A report on Form 8-K dated and filed on May 6, 2003,
        included Item 7, Financial Statements, Pro Forma Financial
        Information and Exhibits and Item 9, Regulation FD Disclosure
        and no financial statements.

     (2)  A report on Form 8-K dated and filed on June 10, 2003,
        included Item 9, Regulation FD Disclosure and no financial
        statements.








                            SIGNATURE



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





                         MAUI LAND & PINEAPPLE COMPANY, INC.





  August 13, 2003            /S/ PAUL J MEYER
       Date                      Paul J. Meyer
                                 Executive Vice President/Finance
                                 (Principal Financial Officer)


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>rtlmodification.txt
<DESCRIPTION>THIRD LOAN MODIFICATION AGREEMENT DATED AS OF AUGUST 11, 2003
<TEXT>

                    THIRD LOAN MODIFICATION AGREEMENT


          THIS THIRD LOAN MODIFICATION AGREEMENT ("Agreement") is
dated as of August 11, 2003, by and among MAUI LAND & PINEAPPLE
COMPANY, INC., a Hawaii corporation, hereinafter called the
"Borrower", and BANK OF HAWAII, a Hawaii banking corporation
("BOH"), FIRST HAWAIIAN BANK, a Hawaii banking corporation
("FHB"), CENTRAL PACIFIC BANK, a Hawaii banking corporation
("CPB"), and 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 are 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 (in such
capacity, the "Agent"), and KAPALUA LAND COMPANY, LTD., a Hawaii
corporation (the "Accommodation Party").

Recitals:

          A.   The Lenders (i) have made available to the
Borrower Revolving Loans in the aggregate principal amount of
up to $25,000,000 at any one time outstanding, and (ii) shall
make available to the Borrower Term Loans in an amount up to the
aggregate principal amount of the Revolving Loans outstanding
upon expiration of the Revolving Loan Period, but not to exceed
$15,000,000, all as more particularly described in that certain
Amended and Third Restated Revolving Credit and Term Loan
Agreement dated December 31, 2001, made by and among the
Borrower, Lenders and Agent, as amended by a Loan Modification
Agreement effective as of December 31, 2002 and a Second Loan
Modification Agreement dated as of March 21, 2003 (as amended,
the "Loan Agreement").

          B.   Capitalized terms used, but not defined in this
Agreement, shall have the meanings given them in the Loan
Agreement.
          C.   The performance of the Borrower under the Loan
Documents is secured by the following (as amended and confirmed,
collectively, the "Mortgages") made in favor of the Lenders:

               (1)  Mortgage and Security Agreement dated
March 1, 1993, made by the Borrower, as Mortgagor, recorded in
the Bureau of Conveyances of the State of Hawaii (the "Bureau")
as Document No. 93-036896;

               (2)  Mortgage and Security Agreement dated
March 1, 1993, made by the Borrower, as Mortgagor, recorded in
the Bureau as Document No. 93-036898; and

               (3)  Additional Security Mortgage and Security
Agreement dated March 1, 1993, made by the Accommodation Party,
recorded in the Bureau as Document No. 93-036900.

          D.   The Borrower has requested certain modifications
of the Loan Documents and the Lenders are willing to agree to
such modifications under the terms and conditions of this
Agreement.


Agreements:

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

          1.   Amendment to the Loan Agreement:  Effective as
of June 30, 2003, Section 5.10(c) of the Loan Agreement is
amended as follows:

               (c)  A Net Worth of not less than $57,500,000,
          plus 50% of cumulative Net Profits (but not the net
          losses) generated after June 30, 2003.

          2.   Amendment Fee and Costs:  In consideration of,
and as a condition to, the amendment herein contained, the
Borrower shall pay the Agent, on demand, for distribution to
the Lenders on a pro rata basis, a $10,000 amendment fee.  The
Borrower shall also promptly reimburse the Agent for all costs
and expenses, including reasonable attorney's fees, incurred by
the Agent in connection with this transaction.

          3.   Modification:  This Agreement is a modification
only and not a novation.  In all other respects, the terms and
conditions of the Loan Documents, as hereby modified, are
hereby ratified and confirmed and shall remain in full force
and effect.

          4.   Reaffirmation and Enlargement:  The Borrower
confirms and reaffirms all of its representations, warranties
and covenants in the Loan Documents.  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.  All references
in the Loan Documents to the Loan Agreement are hereby enlarged
and expanded to mean and include the Loan Agreement as hereby
modified.

          5.   Mortgagors:  The Borrower and the Accommodation
Party confirm the grant, pledge and mortgage of the properties
encumbered by the Mortgages, as and for continuing security for
the obligations of the Borrower under the Loan Documents.  The
Borrower and the Accommodation Party warrant that the properties
encumbered by the Mortgages are subject to no liens or
encumbrances other than those set forth in the Mortgages.

          6.   No Offsets:  The Borrower and the 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 the 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.

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

          8.   Counterparts:  This Agreement may be executed in
any number of counterparts, each of which shall be deemed an
original and all of which taken together shall constitute one and
the same document, 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.








           [The following page is the signature page.]

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

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


By       /S/ PAUL J. MEYER      By        /S/JAMES C. POLK
      Name:  Paul J. Meyer             Name: James C. Polk
      Title: EVP/Finance            Title:   Senior Vice
                                             President

By        /S/Don Young
      Name:  Don Young           FIRST HAWAIIAN BANK
      Title: President

                    Borrower     By       /S/NEILL CHAR
                                       Name: Neill Char
                                       Title:Vice President
KAPALUA LAND COMPANY, LTD.

                                 CENTRAL PACIFIC BANK
By       /S/ PAUL J. MEYER
      Name:  Paul J. Meyer
      Title: EVP/Finance      By         /S/ ROBERT D. MURAKAMI
                                       Name: Robert D. Murakami
                                       Title:Vice President
By       /S/ DON YOUNG
      Name:  Don Young
      Title: President           AMERICAN AGCREDIT, PCA

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

                                                       Lenders




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>agcreditamend.txt
<DESCRIPTION>SIXTH AMENDMENT TO TERM LOAN AGREEMENT EFFECTIVE AS OF JUNE 30, 2003
<TEXT>

                     SIXTH AMENDMENT TO
                     TERM LOAN AGREEMENT


This Amendment to Term Loan Agreement ("Amendment") is
entered into this 30th day of July, 2003, and is effective
as of June 29, 2003, by and between American AgCredit, FLCA
successor in interest to Pacific Coast Farm Credit Services,
ACA ("Lender") and Maui Land & Pineapple Company, Inc., a
Hawaii corporation (the "Borrower").


                          RECITALS

  A. Borrower and Lender executed a Term Loan Agreement
dated June 1, 1999 ( the "Agreement") which was amended on
February 16, 2000, May 16, 2000, March 23, 2001, December
31, 2001 and March 18, 2002.

  B. Borrower and Lender now wish to amend the Agreement to
revise the provisions relating to the Tangible Net Worth.


ACCORDINGLY THE PARTIES AGREE AS FOLLOWS:


1.   Definitions; References; Interpretation.

     (a)  Unless otherwise specifically defined herein, each
term used herein (including the Recitals hereof) which is
defined in the Agreement shall have the meaning assigned to
such term in the Agreement.

     (b)  Each reference to "this Amendment", "hereof",
"hereunder", "herein" and "hereby" and each other similar
reference contained in the Agreement and each reference to
"the Agreement" or "the Term Loan Agreement" and each other
similar reference in the other Loan Documents, shall from
and after the date of this Amendment refer to the Agreement
as amended hereby.

     (c)  The rules of interpretation set forth in Section
1(b) of the Agreement shall be applicable to this Amendment.

2.  Amendment to Term Loan Agreement.  Subject to the terms
and conditions hereof, Section 12(i)(1) of the Agreement is
amended and restated to read as follows:

          "(1)  Minimum Tangible Net Worth.  Borrower shall
not permit its Consolidated Tangible Net Worth, as of the
last day of the Fiscal Quarter ending June 30, 2003 to be
less than the sum of Fifty Five Million Eight Hundred
Thousand Dollars ($55,800,000.00) and for each Fiscal
Quarter thereafter, commencing with the Fiscal Quarter
ending September 30, 2003, to be less than the sum of (i)
Fifty Six Million Dollars ($56,000,000.00), plus (ii) fifty
percent (50%) of the aggregate amount of Borrower's
Consolidated Net Income, to the extent positive, for Fiscal
Year 2003 and each Fiscal Year thereafter (on a cumulative
basis).  In the event of the Borrower's sale of its interest
in the KCA Partnership, or the KCA Partnership's sale of the
Queen Kaahumanu Center, the Borrower's Minimum Tangible Net
Worth shall be adjusted upward by the amount of the net
after tax gain such that the sale will have no impact on the
difference between the then current Consolidated Tangible
Net Worth requirement and the increase in actual
Consolidated Tangible Net Worth resulting from such sale."


3.   Conditions of Effectiveness.   The effectiveness of
this Amendment shall be subject to the satisfaction of each
of the following conditions precedent:

     (a)  Lender shall have received from Borrower a duly
executed original of this Amendment.

     (b)  Borrower shall have paid to Lender an amendment
fee in the sum of $6,000.00.

4.   Borrower's Representations and Warranties.   Borrower
represents and warrants that as of the date hereof and after
giving effect hereto:

     (a)  The execution and delivery of this Amendment by
the Borrower is within the corporate powers of the Borrower
and does not violate any provisions or terms of any order or
any court or governmental agency and will not conflict with
or constitute a default under the Borrower's Articles or
Bylaws or any agreement or instrument to which the Borrower
is a party.

     (b)  The execution and delivery of this Amendment has
been duly authorized by proper corporate action on the part
of the Borrower and that this Amendment and the Agreement
constitute the legal, valid and binding obligations of the
Borrower.

     (c)  No default or Event of Default exists under the
Agreement.

     (d)  It has disclosed the terms and conditions of this
Amendment to its auditors for their use in preparing any
quarterly or annual reports on the condition of the
Borrower.

5.   Continuing Validity.     Except as expressly modified
or changed by this Amendment, the terms of the original
Agreement and all other related loan documents remain
unchanged and in full force and effect.  Consent by the
Lender to the changes described herein does not waive
Lender's right to strict performance of the terms and
conditions contained in the Agreement as amended.  Nothing
in this Amendment will constitute a satisfaction of the
Indebtedness.  It is the Lender's intention to retain as
liable parties all makers, guarantors, endorsers of the
original Indebtedness, unless such party is expressly
released by Lender in writing.

6.  Miscellaneous.

     (a)  The Borrower acknowledges and agrees that the
execution and delivery by the Lender of this Amendment shall
not be deemed to create a course of dealing or an obligation
to execute similar amendments or waivers under the same or
similar circumstances in the future.

     (b)  This Amendment shall be binding upon and inure to
the benefit of the Borrower and the Lender and their
respective successors and assigns.

     (c)  This Amendment shall be governed by and construed
in accordance with the laws of the State of California,
provided that the Lender shall retain all rights arising
under federal law.

     (d)  This Amendment may be executed in counterparts,
each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same
instrument.  Each of the parties hereto understands and
agrees that this document may be delivered by any party
thereto either in the form of an executed original or an
executed original sent by facsimile transmission to be
followed promptly by mailing of a hard copy original, and
that receipt by the Lender of a facsimile transmitted
document purportedly bearing the signature of the Borrower
shall bind the Borrower with the same force and effect as
the delivery of a hard copy original.  Any failure of the
Lender to receive the hard copy executed original of such
document shall not diminish the binding effect of receipt of
the facsimile transmitted executed original of such document
of the party whose hard copy page was not received by the
Lender.

     (e)  This Amendment contains the entire agreement of
the parties hereto with reference to the matters discussed
herein.

     (f)  If any term or provision of this Amendment shall
be deemed prohibited or invalid under any applicable law,
such provision shall be invalidated without affecting the
remaining provisions of this Amendment or the Loan
Documents.

IN WITNESS WHEREOF the parties have signed this Amendment as
of the date first above written.

Borrower:

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


By: /S/ PAUL J. MEYER

Title:  Executive Vice President/Finance


By: /S/ DON YOUNG

Title:  Acting President


Lender:

AMERICAN AGCREDIT, FLCA

By: /S/ GARY VAN SCHUYVER

Title:  Vice President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>sepagreemt.txt
<DESCRIPTION>EMPLOYMENT SEPARATION AGREEMENT
<TEXT>


                             (Date)

Mr. Gary Gifford
3145 Waiea Place
Kihei, Maui, HI  96753


               Re:  Employment Separation Agreement

Dear Gary:

     Thank you for meeting with me to discuss your separation

from Maui Land & Pineapple Company, Inc. ("MLP").  Based on our

discussion, this letter sets forth the terms and conditions

regarding your separation from MLP, which we have agreed to

subject to approval by MLP's Board of Directors.  Upon review and

execution by you and approval by MLP's Board of Directors, this

letter will become a legally enforceable agreement between you

and MLP on the terms and conditions described below, so please

first review it carefully with your attorney.


     1.   Separation of Employment


     To be consistent with MLP's payroll periods, your separation

from employment with MLP will be effective as of 5:00 p.m., on

June 8, 2003 provided that we agree your last day of work at MLP

shall be May 27, 2003.  You will be paid your regular salary and

your unused vested and accumulated vacation pay through June 8,

2003 on or before June 8, 2003.  MLP will withhold from your

regular salary payments all required payroll and other currently

authorized withholdings and deductions and from your vested and

accumulated vacation payments only the applicable payroll taxes.

After the effective date of your separation MLP understands and

agrees that you will not be providing any employment services to

MLP and you understand and agree that you will not be provided or

eligible for any compensation or employee benefits from MLP

except as described in Paragraph 2 below.


     2.   Separation Benefits.


          a.   Existing Employment Benefits.


               You will continue to receive all existing employee

benefits to which you have vested under MLP's current employee

benefit plans and policies, less applicable payroll taxes, in

accordance with the terms and conditions of those benefit plans

and any applicable Summary Plan Descriptions, which will control

in the event of any conflict with this letter, (except for Sub-

paragraphs 2.a.(3) and (6)), as follows:


          (1)  Vested and accumulated vacation pay benefit

               through June 8, 2003 in the amount of $49,038:


          (2)  Employee Stock Ownership Plan Benefit;


          (3)  Terminated Unfunded Executive Deferred

               Compensation Plan benefit totaling $347,954

               payable in equal monthly installments over a

               maximum of ten years. Payments to commence

               immediately following your separation from

               employment in accordance with MLP's normal payroll

               payment schedule;


          (4)  2003 Unfunded Incentive Plan Benefit with a pro-

               rata share of 42% of any award, should a plan be

               in place and business results trigger payouts. Any

               award payment would be calculated and paid in

               accordance with the terms of the Plan documents;


          (5)  Unfunded Long term Incentive Plan awards payable

               as follows:


               2001 Cycle: Pro-rata share of 81% of any award

                    payable in 2004


               2002 Cycle: Pro-rata share of 47% of any award

                    payable in 2005


               2003 Cycle: Pro-rata share of 14% of any award,

                    should a plan be in place, payable in

                    2006


               Any award under the Plan would be paid following

               the end of the three year performance cycle in

               accordance with the terms of the plan documents


          (6)  Unfunded Executive Severance Plan benefit in the

               amount of $566,667 payable as a lump sum upon

               separation from employment;


          (7)  Medical Premium payments payable in equal monthly

               amounts for sixteen (16) months from June 1, 2003

               through September 30, 2004 in accordance with the

               terms and conditions applicable to salaried

               employees of MLP;


          (8)  Dental Premium payments payable in equal monthly

               amounts for sixteen (16) months from June 1, 2003

               through September 30, 2004 in accordance with the

               terms and conditions applicable to salaried

               employees of MLP;


          (9)  Qualified Group Life Insurance Plan with an

               insurance benefit of $350,000 subject to reduction

               and payment in accordance with the terms and

               conditions of the Plan;


          (10) Other Employees Plans. Any and all other MLP

               employee benefit plans and policies including but

               not limited to MLP golf privileges shall apply to

               you on the same terms and conditions that such

               plans and privileges are provided to salaried

               employees generally, as amended from time to time.


          b.   Additional Separation Benefits.


               In addition to the vested employment benefits

described in Paragraph 2.a. above, and in consideration of your

release, indemnification and promises described below, MLP will

provide the following additional separation benefits:


          (1)  Defined Benefit Plan and SERP Target Benefit

     Enhancements:


               MLP will increase the age and or service credit

     for your Defined Benefit Plan Single Life Annuity and your

     Unfunded SERP Target Benefit Single Life Annuity so that

     your combined single life annuity annual benefit under your

     Defined Benefit Plan Single Life Annuity and your SERP

     Target Benefit Single Life Annuity is increased to a total

     amount of $152,094.24.  If you select a joint and survivor

     benefit, the foregoing benefit amount will be adjusted in

     accordance with the terms of the Plans.  The amount of the

     benefit in excess of the amount paid from the Defined

     Benefit Plan will be paid from MLP's general assets under

     the terms of the SERP Plan.


          (2)  Health Care Benefit Enhancements


               (a)  The monthly Medical Premium Payments made by

          MLP described in Paragraph 2.a.(7) above shall be

          extended for two (2) months through November 30, 2004

          on the same terms and conditions applicable to salaried

          employees of MLP.


               (b)  The monthly Dental Premium Payments made by

          MLP described in  Paragraph 2 a.(8) above shall be

          extended by two (2) months through November 30, 2004 on

          the same terms and conditions applicable to salaried

          employees of MLP.


               (c)  Retiree Medical Benefits


                    You will be credited with four (4) additional

          years of service to qualify for retiree medical

          benefits based on twenty (20) years of service in order

          to provide you and your spouse with lifetime medical,

          drug and vision benefits on the following terms and

          conditions:


               (i) MLP agrees to provide you and your spouse with

          pre-Medicare medical, drug and vision plan benefits as

          available under MLP's medical plans and to pay seventy-

          five (75%) of the premium cost of MLP's base medical

          plan provided you timely pay the remaining premium cost

          of such medical plan coverage as you elect; and,


               (ii) At such time as you and your spouse each

          first become eligible for a Medicare Supplement Plan

          ("MSP"), then the Pre-Medicare plan coverage will cease

          and instead MLP will pay seventy-five percent (75%) of

          the premium cost of its base MSP coverage for you and

          your spouse for the duration of your lifetime provided

          that you and your spouse cooperate with the application

          for MSP coverage and timely pay the balance of the

          premium cost of the MSP coverage you elect.


               (iii) During any time after your separation from

          MLP you or your spouse become eligible for comparable

          medical, drug and vision benefit coverage at no greater

          cost to you from another employing entity MLP will be

          relieved from its obligations under this Sub-Paragraph

          2.b.(2)(c) during the period that you or your spouse

          are receiving such  benefits coverage from another

          employing entity.


               (iv) If after you or your spouse becomes eligible

          for a MSP, MLP's base MSP no longer exists, MLP agrees

          to pay seventy-five percent (75%) of the premium cost

          for a Medicare supplement plan with medical, drug and

          vision benefits comparable to MLP's base MSP on the

          same terms as are stated in Subparagraph

          2.b.(2)(c)(ii), should you elect such coverage.


          (3)  Unfunded Executive Severance Plan


               You will also be credited with an additional four

     (4) months of severance benefits for an additional $141,667

     payable in a lump sum at termination.


     You and MLP agree that MLP's breach of any of MLP's

agreements in this Paragraph 2 would be a material breach which

will relieve you, but not MLP, of any further obligations under

this Agreement and to such remedies as you may be entitled, if

any, at law or equity.


     3.   MLP Property.


     Any MLP documents, information and property should be

returned to MLP on or before June 6, 2003, including and without

limitation confidential business or customer reports, maps,

files, memoranda, records, phones, software, credit cards, door

and automobile and file keys, computers and computer access

codes, disks and instruction manuals and vehicles.


     4.   Confidentiality, Cooperation, and Trade Secrets.


     In order to assure a cooperative and harmonious separation

and recognizing the importance of your and MLP's reputations and

business operations, we are further agreeing as follows:


          a.   Neither you nor MLP will make or encourage any

disparaging comments about each other or MLP's owners, directors,

officers, employees or business operations.  You have also agreed

to MLP's prior public statement of your separation from MLP.


          b.   You and MLP also agree to keep confidential the

terms and amount of this Agreement to the extent not disclosed

publicly by MLP either directly or by a filing of such

information with a government agency, provided that you may

discuss this Agreement with your attorney(s), accountant(s),

financial advisor(s) and/or immediate family once they have also

agreed to keep the fact and contents of this Agreement

confidential and not disclose such information to others.  MLP

may likewise disclose the terms and amount of this Agreement to

(i) its directors, officers, employees, attorneys, auditors and

accountants once they have agreed to keep the fact and contents

of this Agreement confidential and not to disclose such

information to others, and (ii) to government agencies or other

private entities as may be required or prudent for its business

operations.


          c.   You and MLP agree that you will comply with HRS

Chapter 482B and the common law requirements described in

Restatement (Second) Of The Law - Agency, Section 396 which will

continue in effect after your separation.  You and MLP also agree

that any and all information obtained by you or disclosed to you

during your employment with MLP which is not already known to the

general public, including but not limited to MLP's confidential

financial and business information, strategic plans, projects,

customers, programs, methods of operation, processes, practices,

policies and procedures, are strictly confidential and

proprietary to trade secrets of MLP and shall not be disclosed or

discussed, or revealed by you to any person, entities or

organizations at any time unless compelled by law.


          d.   You and MLP also agree that if you are needed to

assist MLP to prepare for or to testify on behalf of MLP in any

litigation after the effective date of your separation, that you

will do so provided that if such preparation or testimony

requires you to travel by airplane or requires more than two days

of your time at any one time, MLP will reimburse you for any

required air travel based on an advanced purchase coach airfare

and any hotel accommodations and meals while you are away from

home.


          e.   You understand and acknowledge that the provisions

in this Paragraph 4 are a material inducement for MLP to enter

into this Agreement and to provide the additional separation

benefits described in Paragraph 2.b. above.  Therefore you and

MLP agree that your breach of any of your agreements in this

Paragraph 4 would be a material breach which will relieve MLP,

but not you, of any further obligations under this Agreement and

in addition to any other remedies available to MLP at law or

equity shall entitle MLP to recover any of the Additional

Separation Benefits (or if not available, the cost to MLP of said

benefits) already provided to you.


     5.   Mutual Release, Indemnification and Promise Not To Sue.


          a.   Release. As a material inducement to you and MLP

to enter into this Agreement and to provide you the Additional

Separation Benefits describe in Paragraph 2.b. above and to

provide MLP with the promises described in Paragraph 4 above, you

and MLP hereby irrevocably and unconditionally release, acquit,

and forever discharge each other from any and all claims,

liabilities, and expenses (including attorneys' fees and costs

actually incurred) of any nature whatsoever, statutory or common

law, known or unknown, suspected or unsuspected including, but

not limited to any constitutional, statutory or common law claims

arising out of or under any (i) express or implied contract of

employment; (ii) federal, state or common law prohibition of age

or other forms of employment discrimination, retaliation,

wrongful discharge, or public policy; (iii) your recruitment for,

employment with, or separation from employment with MLP and, (iv)

any employee benefit plan or law applicable to employee benefit

plans against each other based on any act of omission from the

beginning of time through the effective date of your separation

from employment with MLP (collectively called "Claims").


     The foregoing release shall not apply to any claim by you to

any vested employee benefit described in Paragraph 2.a. above or

any claim by you or MLP to enforce your or MLP's express

obligations under this Agreement or for benefits under any

federal or Hawaii law that cannot be waived or discharged by

agreement.  Moreover, except to the extent permitted by law,

nothing in this Agreement shall interfere with the enforcement

authority of any federal or state agency or your right to

cooperate with any investigation by such an agency.  You are,

however, waiving your right to recover any monetary award based

on any such agency action whether or not it is initiated by you.


          b.   Indemnification.


               As a further material inducement to you and MLP to

enter into this Agreement and to pay to you the Additional

Separation Benefits described in Paragraph 2.b. above and to

provide MLP with the promises described in Paragraph 4 above, you

and MLP hereby agree to indemnify and hold each other harmless

from and against any and all losses, costs, damages, or expenses,

including, without limitation, attorneys' fees incurred by you or

MLP arising out of any breach of the agreement by you and MLP not

to initiate or file any claim or lawsuit against each other over

any Claims released in Paragraph 5.a. above.  You and MLP

expressly understand and acknowledge that this Agreement may be

pleaded as a defense to and may be used as the basis for an

attempted injunction against any action, suit, administrative or

other proceeding which may be instituted, prosecuted or attempted

as a result of an alleged breach of this agreement by you or MLP.


          c.   Promise Not to Sue.


          You and MLP also agree not to file or initiate any

claim or lawsuit against each other with any agency or court

based on any Claims covered by the release set forth in Paragraph

5.a. other than to enforce this Agreement or to obtain a benefit

that by law cannot be waived.  If either you or MLP file any

administrative claim or lawsuit(s) against the other based on any

Claims waived or released by this Agreement, then in addition to

all other remedies provided by law or equity, the filing or

initiating party agrees to pay the defending party for all costs,

including reasonable attorneys fees, incurred by the party

defending against the waived or released Claims.  If MLP is the

defending party and you ultimately prevail, MLP may credit any

amounts paid under this Agreement against any recovery obtained

by you.


     6.   Review and Revocation Rights


     Because this Agreement includes a waiver and release of your

right to file a claim for age discrimination under the Federal

Age Discrimination In Employment Act ("ADEA"), you understand and

acknowledge that you have up to twenty-one (21) days to decide

whether to sign this Agreement and that you should consult with

an attorney.  In addition, you understand that within seven (7)

days after signing this Agreement, you may revoke in writing your

waiver and release of any claim under the ADEA, but not any other

Claims you have waived or released by either delivering the

written notice of revocation to Mr. David Heenan at 900 Fort

Street, Suite 1450, Honolulu, Hawaii, 96813, or by mailing the

notice to the foregoing address on or before the end of the

seven (7) day revocation period provided the mailing is post

marked no later than the seventh day of the revocation period

and is sent by United States Mail, certified mail, return receipt

requested, to Mr. David Heenan at the address shown above.  If

the seventh day falls on a Saturday, Sunday or holiday, the next

regular business day will be considered the seventh day.  If you

elect in a timely manner to revoke the release of any Federal

ADEA claim, the release will still remain in effect for all

other Claims but the Additional Separation Benefits described in

paragraph 2.b above shall be reduced by twenty-five percent (25%)

of their value.


     You and MLP understand and agree that unless otherwise

agreed in another writing by the parties, the terms of this

agreement will not be effective until the later of the separation

of your employment with MLP or the expiration of the seven (7)

day revocation period described above.  If you execute and

deliver this Agreement but then timely revoke your release of any

federal age discrimination claim, this Agreement and release of

all other Claims will remain in full force and effect as modified

above.


     7.   Arbitration.


     Because of the delay, expense and publicity which results

from the use of the State and Federal court systems, you and MLP

agree to submit to final and binding arbitration any claims and

disputes arising out of or related to the interpretation,

application and/or enforcement of this Agreement or between you

and MLP, including but not limited to any constitutional,

statutory, or common law claims rather than to use such court

system.  In any such arbitration, the then existing American

Arbitration Association ("AAA") rules for resolving employment

disputes shall govern the arbitration, subject to the Federal

Arbitration Act, if applicable, or if not applicable then the

Hawaii Uniform Arbitration Act, H.R.S. Chapter 658A  then in

effect.  To the extent such AAA rules include any provisions that

would render this agreement to arbitrate unenforceable, they

shall be modified to conform to the law or if they cannot be

modified they shall be deemed null and void.


     8.   Voluntary Mutual Agreement


     You understand your right to discuss and have discussed all

aspects of this Agreement with your attorney and represent to MLP

that you have carefully read, fully understand all of the

provisions of this Agreement and based on the advice of your

attorney voluntarily enter into this Agreement.  The parties each

represent and acknowledge that they are entering into this

Agreement to effect an amicable and positive separation of your

employment with MLP and not as an admission that either party has

violated any law or other legal obligations such as those

described in Paragraph 5 above.  This Agreement represents an

amicable compromise and settlement of all the parties' rights,

claims and benefits.


     9.   Entire Agreement


     You represent and acknowledge that in executing this

Agreement you do not rely, and have not relied, upon any

representation or statement by MLP or any representative of MLP

not set forth in this Agreement regarding the subjects of this

Agreement or your recruitment for, employment with, or separation

from employment with MLP.


     This Agreement sets forth the entire agreement between you

and MLP with regard to the conditions of your separation from

employment with MLP and supersedes any prior promise or

agreement.  This Agreement shall be binding upon and inure to the

benefit of the parties, their successors and assigns.  You agree

to keep MLP informed of your address to ensure your receipt of

all communications and required government forms, such as W-4s

and so forth.


     PLEASE READ CAREFULLY.  THIS EMPLOYMENT SEPARATION AGREEMENT

INCLUDES A RELEASE OF ALL CLAIMS.



                                MAUI LAND & PINEAPPLE COMPANY, INC.



/S/ GARY L. GIFFORD           By:  /S/ DAVID HEENAN
    GARY GIFFORD                       DAVID HEENAN
                                       Its Director

Date:   4/15/03                 Date:   4/20/03




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>6
<FILENAME>cert302.txt
<DESCRIPTION>RULE 13A - 14(A) CERTIFICATIONS
<TEXT>
Exhibit 31


CERTIFICATION

I, Donald A. Young, certify that:

  1.  I have reviewed this Form 10-Q of Maui Land & Pineapple
      Company, Inc.;

  2.  Based on my knowledge, this report does not contain any
      untrue statement of a material fact or omit to state a
      material fact necessary to make the statements made, in
      light of the circumstances under which such statements were
      made, not misleading with respect to the period covered by
      this report;

  3.  Based on my knowledge, the financial statements, and
      other financial information included in this report, fairly
      present in all material respects the financial condition,
      results of operations and cash flows of the registrant as
      of, and for, the periods presented in this report;

  4.  The registrant's other certifying officer and I are
      responsible for establishing and maintaining disclosure
      controls and procedures (as defined in Exchange Act Rules
      13a-15(e) and 15d-15(e) for the registrant and have:

          (a)  Designed such disclosure controls and
          procedures, or caused such disclosure controls and
          procedures to be designed under our supervision,
          to ensure that material information relating to
          the registrant, including its consolidated
          subsidiaries, is made known to us by others within
          those entities, particularly during the period in
          which this report is being prepared;

          (b)  [This paragraph is intentionally left blank.]

          (c)  Evaluated the effectiveness of the registrant's
          disclosure controls and procedures and presented in this
          report our conclusions about the effectiveness of the
          disclosure controls and procedures, as of the end of the
          period covered by this report based on such evaluation; and

          (d)  Disclosed in this report any change in the registrant's
          internal control over financial reporting that occurred
          during the registrant's most recent fiscal quarter (the
          registrant's fourth fiscal quarter in the case of an annual
          report) that has materially affected, or is reasonably
          likely to materially affect, the registrant's internal
          control over financial reporting; and

  5.  The registrant's other certifying officer(s) and I have
      disclosed, based on our most recent evaluation of internal
      control over financial reporting, to the registrant's
      auditors and the audit committee of the registrant's board
      of directors:

          (a)  All significant deficiencies and material weaknesses in
          the design or operation of internal control over financial
          reporting which are reasonably likely to adversely affect
          the registrant's ability to record, process, summarize and
          report financial information; and

          (b)  Any fraud, whether or not material, that involves
          management or other employees who have a significant role in
          the registrant's internal control over financial reporting.


Date:  August 13, 2003

                              /S/ DON YOUNG
                           Name:  Donald A. Young
                           Title: President & Chief
                                  Executive Officer
CERTIFICATION

I, Paul J. Meyer, certify that:

  1.  I have reviewed this Form 10-Q of Maui Land & Pineapple
      Company, Inc.;

  2.  Based on my knowledge, this report does not contain any
      untrue statement of a material fact or omit to state a
      material fact necessary to make the statements made, in
      light of the circumstances under which such statements were
      made, not misleading with respect to the period covered by
      this report;

  3.  Based on my knowledge, the financial statements, and
      other financial information included in this report, fairly
      present in all material respects the financial condition,
      results of operations and cash flows of the registrant as
      of, and for, the periods presented in this report;

  4.  The registrant's other certifying officer and I are
      responsible for establishing and maintaining disclosure
      controls and procedures (as defined in Exchange Act Rules
      13a-15(e) and 15d-15(e) for the registrant and have:

          (a)  Designed such disclosure controls and
          procedures, or caused such disclosure controls and
          procedures to be designed under our supervision,
          to ensure that material information relating to
          the registrant, including its consolidated
          subsidiaries, is made known to us by others within
          those entities, particularly during the period in
          which this report is being prepared;

          (b)  [This paragraph is intentionally left blank.]

          (c)  Evaluated the effectiveness of the
          registrant's disclosure controls and procedures
          and presented in this report our conclusions about
          the effectiveness of the disclosure controls and
          procedures, as of the end of the period covered by
          this report based on such evaluation; and

          (d)  Disclosed in this report any change in the
          registrant's internal control over financial
          reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's
          fourth fiscal quarter in the case of an annual
          report) that has materially affected, or is
          reasonably likely to materially affect, the
          registrant's internal control over financial
          reporting; and

  (5)  The registrant's other certifying officer(s) and I have
       disclosed, based on our most recent evaluation of internal
       control over financial reporting, to the registrant's
       auditors and the audit committee of the registrant's board
       of directors:

          (a)  All significant deficiencies and material
          weaknesses in the design or operation of internal
          control over financial reporting which are
          reasonably likely to adversely affect the
          registrant's ability to record, process, summarize
          and report financial information; and

          (b)  Any fraud, whether or not material, that
          involves management or other employees who have a
          significant role in the registrant's internal
          control over financial reporting.


Date:  August 13, 2003

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



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>7
<FILENAME>cert906.txt
<DESCRIPTION>SECTION 1350 CERTIFICATIONS
<TEXT>
Exhibit 32


                    CERTIFICATION PURSUANT TO
                     18 U.S.C. SECTION 1350,



In connection with the Quarterly Report of Maui Land & Pineapple
Company, Inc. (the "Company") on Form 10-Q for the period ended
June 30, 2003 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), we, Donald A. Young
and Paul J. Meyer, respectively, the President & Chief Executive
Officer and Executive vice President/Finance of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and

     (2) The information contained in the Report fairly presents,
in all material respects, the financial condition and results of
operations of the Company.



/S/ DON YOUNG
Donald A. Young
President & Chief Executive Officer



/S/ PAUL J. MEYER
Paul J. Meyer
Executive Vice President/Finance
(Chief Financial Officer)


August 13, 2003
date




A signed original of this written statement required by Section
906 has been provided to the Company and will be retained by the
Company and furnished the Securities and Exchange Commission or
its staff upon request.

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