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<SEC-DOCUMENT>0000063330-04-000027.txt : 20040511
<SEC-HEADER>0000063330-04-000027.hdr.sgml : 20040511
<ACCEPTANCE-DATETIME>20040511165835
ACCESSION NUMBER:		0000063330-04-000027
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20040331
FILED AS OF DATE:		20040511

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:		04796959

	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>first10q.txt
<DESCRIPTION>MAUI LAND & PINEAPPLE COMPANY, INC.'S FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2004
<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       MARCH 31, 2004
                                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 May 4, 2004
Common Stock, no par value              7,295,800 shares









              MAUI LAND & PINEAPPLE COMPANY, INC.
                        AND SUBSIDIARIES




                        TABLE OF CONTENTS

                                                             Page

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

Condensed Balance Sheets,
  March 31, 2004 (Unaudited) and December 31, 2003              3

Condensed Statements of Operations and Retained Earnings,
  Three Months Ended March 31, 2004 and 2003 (Unaudited)        4

Condensed Statements of Comprehensive Income (Loss)
  Three Months Ended March 31, 2004 and 2003 (Unaudited)        5

Condensed Statements of Cash Flows,
  Three Months Ended March 31, 2004 and 2003 (Unaudited)        6

Notes to Condensed Financial Statements (Unaudited)             7

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

Item 3.  Quantitative and Qualitative Disclosures About
  Market Risk                                                  18

Item 4.  Controls and Procedures                               18

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings                                     18

Item 6.  Exhibits and Reports on Form 8-K                      18

Signatures                                                     19









PART I    FINANCIAL INFORMATION
Item 1.   Financial Statements

      MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
                    CONDENSED BALANCE SHEETS
                                                 Unaudited
                                                  3/31/04     12/31/03
                                                 (Dollars in Thousands)
                                ASSETS
Current Assets
  Cash and cash equivalents                      $ 10,852    $   7,863
  Accounts and notes receivable                    11,973       24,141
  Inventories                                      11,917       13,263
  Other current assets                              4,554        6,021
    Total current assets                           39,296       51,288

Property                                          253,888      249,038
  Accumulated depreciation                       (156,528)    (153,990)
    Property - net                                 97,360       95,048

Other Assets                                       13,735       15,344
Total                                             150,391      161,680

                 LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Current portion of long-term debt and
    capital lease obligations                       4,074        3,850
  Trade accounts payable                           10,255       12,434
  Other current liabilities                        11,120       11,437
    Total current liabilities                      25,449       27,721

Long-Term Liabilities
  Long-term debt and capital lease obligations     16,256       22,996
  Accrued retirement benefits                      30,162       30,168
  Other long-term liabilities                       4,123        3,921
    Total long-term liabilities                    50,541       57,085

Minority Interest in Subsidiary                       910        5,330

Stockholders' Equity
  Common stock, no par value - 8,000,000 shares
    authorized, 7,195,800 issued and outstanding   12,455       12,455
  Paid-in-capital                                     513          195
  Retained earnings                                62,872       61,354
  Accumulated other comprehensive loss             (2,349)      (2,460)
    Stockholders' equity                           73,491       71,544
Total                                            $150,391    $ 161,680

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
                                         3/31/04      3/31/03
                                         (Dollars in Thousands
                                         Except Share Amounts)
Revenues
  Net sales                              $30,257      $24,610
  Operating revenues                      10,242        9,678
  Other revenues                              67          123

Total Revenues                            40,566       34,411

Costs and Expenses
  Cost of goods sold                      17,295       15,851
  Operating expenses                       8,798        8,277
  Shipping and marketing                   4,510        4,569
  General and administrative               7,383        6,306
  Interest                                   377          600
  Equity in losses of joint ventures           5          263

Total Costs and Expenses                  38,368       35,866

Income (Loss) From Continuing Operations
  Before Income Taxes                      2,198       (1,455)
Income Tax Expense (Benefit)                 740         (481)

Income (Loss) From Continuing Operations   1,458         (974)
Income From Discontinued Operations (net
  of income tax expense of $73 and $172)      60          348

Net Income (Loss)                          1,518         (626)

Retained Earnings, Beginning of Period    61,354       55,357

Retained Earnings, End of Period          62,872       54,731

Earnings Per Common Share - Basic and Diluted
  Continuing Operations                      .20         (.14)
  Discontinued Operations                    .01          .05
  Net Income (Loss)                      $   .21       $ (.09)


See accompanying Notes to Condensed Financial Statements.







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



                                           Three Months Ended
                                          3/31/04       3/31/03
                                          (Dollars in Thousands)


Net Income (Loss)                        $ 1,518       $   (626)

Other Comprehensive Income - Foreign
  Currency Translation Adjustment            111              2

Comprehensive Income (Loss)              $ 1,629       $   (624)



See accompanying Notes to Condensed Financial Statements.












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



                                           Three Months Ended
                                          3/31/04       3/31/03
                                         (Dollars in Thousands)


Net Cash Provided by (Used in)
  Operating Activities                  $ 14,154      $  (1,063)

Investing Activities
  Purchases of property                   (5,744)        (2,206)
  Proceeds from disposals of property      2.638             36
  Other                                     (776)          (304)

Net Cash Provided by (Used in)
  Investing Activities                    (3,882)        (2,474)

Financing Activities
  Payments of long-term debt and capital
    lease obligations                    (10,943)        (4,986)
  Proceeds from long-term debt             4,500          8,848
  Distributions to minority interest        (767)            --
  Payment of short-term debt                  --           (920)
  Other                                      (73)           283

Net Cash Provided by (Used in)
  Financing Activities                    (7,283)         3,225

Net Increase (Decrease) in Cash            2,989           (312)

Cash and Cash Equivalents
  at Beginning of Period                   7,863            658

Cash and Cash Equivalents
  at End of Period                       $10,852       $    346

Supplemental Disclosures of Cash Flow Information - Interest (net
of amounts capitalized) of $398,000 and $634,000 was paid during
the three months ended March 31, 2004 and 2003, respectively.
Income taxes of $990,000 and $(291,000) were paid (received) during
the three months ended March 31, 2004 and 2003, 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 March 31, 2004 and 2003.

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 2004 and 2003 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 $955,000 and $994,000 at March 31, 2004
     and December 31, 2003, respectively.

5.   Inventories as of March 31, 2004 and December 31, 2003 were
     as follows (in thousands):

                                            3/31/04    12/31/03

     Pineapple products
        Finished goods                      $ 4,025     $ 6,199
        Work in progress                        858         755
        Raw materials                           996         299
     Real estate held for sale                1,050          --
     Merchandise, materials and supplies      4,988       6,010

     Total Inventories                      $11,917     $13,263


6.   Business Segment Information (in thousands):

                                       Three Months Ended March 31
                                             2004         2003
  Revenues
    Pineapple                             $ 21,772      $ 18,329
    Resort                                  14,387        12,630
    Development                              4,391         2,687
    Commercial & Property                       16           764
    Other                                       --             1
  Total Revenues                            40,566        34,411

  Operating Profit (Loss)
    Pineapple                               (1,419)       (1,999)
    Resort                                   1,172         1,152
    Development                              3,458           636
    Commercial & Property                        8          (220)
    Other (primarily unallocated
      corporate expense)                      (644)         (424)
  Total Operating Profit (Loss)              2,575          (855)
  Interest Expense                            (377)         (600)
  Income Tax (Expense) Benefit                (740)          481
  Income (Loss) - Continuing Operations      1,458          (974)

  Income - Discontinued Operations              60           348

  Net Income (Loss)                       $  1,518       $  (626)

     In 2004, the Company reorganized its reportable business
  segments and prior year amounts were restated for
  comparability.  The new Development segment is primarily
  comprised of all of the Company's real estate entitlement,
  development, construction and sales activity.  These
  activities were previously reported as part of the Resort or
  the Commercial & Property segment.

     The Resort segment now includes the operation of recreation
  and retail facilities, utility companies, and property management
  activities at the Kapalua Resort.

     Revenues and operating profit (loss) reported in the table
  above for Commercial & Property represent the Company's equity
  in the income (loss) from Kaahumanu Center Associates (KCA)
  and other revenues and expenses related to the Company's
  investment in KCA.  In September 2003, Queen Ka`ahumanu Center
  was sold and in accordance with the partnership agreement, KCA
  was dissolved.  The Company as managing partner is winding up
  the affairs of KCA.  In 2003, the Napili Plaza, the other
  primary asset of the Commercial & Property, was sold and was
  classified as a part of discontinued operations.  The
  remaining activities of the Commercial & Property segment,
  which consisted of land entitlement and management activities,
  and non-resort land sales and development are now being
  accounted for and reported in the Development segment.

7.   Discontinued Operations
     In August 2003, the Company sold its Napili Plaza shopping
  center in West Maui.  In December 2003, the Company entered
  into an agreement to sell substantially all of the assets of
  its 51% owned Costa Rican pineapple subsidiary, and title to
  all but two parcels of land in Costa Rica was transferred to
  the buyer.  In February 2004, title to one of the remaining
  parcels was transferred to the buyer and $2.7 million of the
  previously withheld sales price was paid to the Company's
  subsidiary.  The Company's pre-tax share of the gain was
  approximately $700,000, which was offset by operating losses of
  $560,000.  The results of these operations prior to the sales
  and the gains and other revenues and expenses realized after
  the sale are being reported as discontinued operations, with
  prior period amounts restated for comparability.

                                        Three Months Ended March 31
                                              2004          2003
                                           (Dollars in Thousands)
  Revenues
      Napili Plaza                         $     --      $    293
      Pineapple subsidiary                    1,837         2,576
      Total                                   1,837         2,869

  Operating Profit
      Napili Plaza                               --            17
      Pineapple subsidiary                      135           535
      Total                                $    135      $    552


8.   Average Common Shares Outstanding
                                         Three Months Ended March 31
                                               2004         2003

   Basic                                    7,195,800     7,195,800
   Diluted                                  7,395,928     7,195,800

      Diluted earnings per share is computed on the assumption
  that potentially dilutive common shares from stock-based
  compensation arrangements had been issued.

9.    At March 31, 2004 and 2003, the Company did not hold
  derivative instruments and did not enter into hedging
  transactions.

10.  Components of Net Periodic Benefit Cost

                            Pension Benefits    Other Benefits
                             2004      2003        2004     2003
                                    (Dollars in Thousands)

 Service cost             $    501  $    457   $     98  $   100
 Interest cost                 726       688        225      236
 Expected return on plan
  assets                      (745)     (714)        --       --
 Amortization of prior
  service cost                  11        11        (33)     (32)
 Amortization of transition
  liability                      6         6         --       --
 Special termination benefits  106        --         55       --
 Recognized actuarial
  (gain) loss                   98       156        (75)     (93)

 Net periodic benefit cost $   703  $    604    $   270  $   211

     The Company expects to contribute $1,400,000 to its
  defined benefit pension plans in September 2004.  Special
  termination benefits as a result of management changes
  increased the 2004 net periodic cost for pension benefits and
  other benefits by $106,000 and $55,000, respectively.  In
  December 2003, the Medicare Prescription Drug, Improvement and
  Modernization Act of 2003 was signed into law.  The net
  periodic cost for postretirement health plans does not reflect
  any amount associated with a subsidy pursuant to this act
  because there is insufficient information to determine whether
  the Company's plans are actuarially equivalent to Medicare Part
  D under the Act.

11. 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.  Adjustments to the reserve thereto through March 31,
  2004 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.

     A private water company on Maui detected the presence of
  DBCP and 1-2-3-trichloropropane in the water from wells located
  on Company property that it is licensed to use.  The chemicals
  are believed to have come from agricultural chemicals that the
  Company used on pineapple fields in the area.  In pre-
  litigation mediation in January 2004, the private water
  company, ML&P and a certain chemical manufacturing company
  executed a memorandum of understanding that outlined terms of a
  settlement and release of all claims.  The memorandum of
  understanding is subject to documentation in a formal, binding
  settlement agreement and to court approval.  Based on the
  present understanding between the parties, the financial impact
  to the Company is not expected to be material and no provision
  has been made in the Company's financial statements.

     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 co-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 $250,000 line of
  credit used for working capital purposes.  Both lines expire on
  August 31, 2004.

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

     At March 31, 2004, the Company had purchase commitments
  under signed contracts totaling $1,037,000, which primarily
  related to real estate projects on Maui.

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


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

     In the first quarter of 2004, some of the Company's
significant events and agreements were as follows:

  -    The adoption of a new vision and supporting values for the
     Company and communication of same to all employees through a
     comprehensive campaign of meetings and publications.
  -    A series of public meetings or design charrettes were held
     to allow the public to participate in developing the concept of a
     new community to be developed by the Company on its lands in West
     Maui called "Pulelehua."
  -    An agreement was signed with Maui Preparatory Academy
     whereby the Company will provide approximately 15 acres of land
     in West Maui for a non-profit college preparatory high school and
     grade school.
  -    The Company purchased approximately ten acres of land at
     Napilihau adjacent to the Company's West Maui pineapple
     plantation for $4.4 million.  The property is expected to be the
     location of the Company's future headquarters.


RESULTS OF OPERATIONS

CONSOLIDATED

Overview

     Net income for the first quarter of 2004 was $1.5 million or
$.21 per share compared to a net loss of $626,000 ($.09 per
share) for the first quarter of 2003.  The closing of the sale of
a 6.5-acre conservation-zoned parcel at Kapalua in March
contributed $2.5 million (after income tax effect) to net income
for the first quarter 2004.
     Revenues increased by $6.2 million (18%) to $40.6 million
for the first quarter of 2004, compared to $34.4 million for the
first quarter of 2003.  The Pineapple, Resort and Development
segments all contributed to the increase in revenues.  Revenues
from Commercial & Property operations decreased by $748,000 for
the first quarter of 2004 compared to the same period in 2003
because of the sale of the Napili Plaza and the Queen Ka`ahumanu
Center in 2003 and the reorganization of the Company's business
segments in 2004 (see Notes 6 and 7 to Condensed Financial
Statements).

General and Administrative

     Consolidated general and administrative expenses increased
by $1.1 million (17%) to $7.4 million for the first quarter of
2004 compared to the first quarter of 2003.

The major components of the increase were as follows ($ in
millions):

     Increased employee severance expense     $  1.2
     Decreased professional services            (0.6)
     Other (net)                                 0.5
     Total                                    $  1.1

     Increase in employee severance costs is primarily due to
management changes at the corporate level and the continued
reduction in force in the Pineapple segment.  The decrease in
professional services largely reflects expense incurred in 2003
for legal fees and consultant costs related to lawsuits in the
Pineapple segment, partially offset by increased costs in 2004
for outside consultants primarily related to the Company's
restructuring efforts.  The Pineapple segment lawsuits were
settled in 2003.  Medical insurance premiums increased
significantly during the first quarter of 2004 and are included
in "other (net)" above.

     General and administrative expense is incurred at the
corporate level and in the operating segments.  In the first
quarter of 2004 and 2003, 80% and 71%, respectively, of corporate
general and administrative expense was allocated to the operating
segments.

Interest Expense

     Interest expense decreased by $223,000 (37%) to $377,000 for
the first quarter of 2004 compared to $600,000 for the first
quarter of 2003.  The decrease is due to lower average borrowings
in 2004; average interest rates were about the same for both
periods.  Lower average borrowings in the first quarter of 2004
compared to the first quarter of 2003 were due to (1) the debt
level at the beginning of 2004 was lower by 46% compared to the
beginning of 2003; and (2) positive cash flows in the first
quarter of 2004 from operations (see Liquidity and Capital
Resources, below).

PINEAPPLE

Overview

     The Pineapple operating segment includes growing, canning
and marketing of canned and fresh pineapple.  The fruit grown by
the Company principally consists of three types of pineapple,
Champaka (largely used for canning), Hawaiian GoldTM (usually
sold as fresh, whole fruit) and organic pineapple, a new and
expanding product sold as fresh whole fruit.

     The Pineapple segment produced an operating loss from
continuing operations of $1.4 million in the first quarter of
2004 compared to an operating loss of $2.0 million in the first
quarter of 2003.  Revenues from Pineapple operations increased by
$3.4 million (19%) to $21.8 million for the first quarter of 2004
compared to $18.3 million for the first quarter of 2003.

Canned and Fresh Operations

     The volume of canned pineapple sales increased by
approximately 4% and the average sales price increased by
approximately 11% in the first quarter of 2004 compared to the
first quarter of 2003.  These increases were largely attributed
to price increases made by the Company and an increase in sales
volume to the U.S. government.

     The volume of fresh whole pineapple sales increased by 37%
in the first quarter of 2004 compared to the first quarter of
2003, while the average sales price was about the same for both
periods.  The increased sales volume is attributed to improved
operating procedures, which contributed to a more shelf stable
and reliable supply of fresh whole pineapple and improved
marketing efforts.

     Pineapple cost of sales increased by 20% in the first
quarter of 2004 compared to the first quarter of 2003 because of
increased costs incurred at the plantations, higher per unit
cannery costs, and higher sales volumes.  In 2004, the Company is
increasing the number of acres planted in Hawaiian GoldTM and
organic pineapple.  The Company is also increasing emphasis on
crop maintenance in order to improve the quality of its products.
These costs being incurred at the plantations in 2004 are
reflected currently as increased cost of sales even though
benefit will be received in future periods because, in accordance
with Hawaii industry practice, the Company's costs of growing
pineapple are charged to production in the year incurred rather
than deferred until the year of harvest.  The Company's plan for
2004 includes packing a reduced number of cases of pineapple as
compared to 2003, which is the principal reason for higher per
unit cannery costs in 2004.

     In the first quarter of 2004, the Company shipped 30% more
Hawaiian GoldTM and Champaka fresh pineapple to the U.S. mainland
by surface rather than by air.  This was possible because of
extended shelf life of the fruit due to improved post-harvest
practices, and is a key reason for the 4% decrease in Pineapple
segment shipping and marketing cost in the first quarter of 2004
compared to the first quarter of 2003.

     Rainfall at the Company's pineapple plantations was higher
by approximately 100% to 300% as compared to the average for the
last five years.  This has resulted in a delay in the Company's
pineapple planting schedule and this setback may increase the
Pineapple segment's cost for 2004 as scheduling and tonnage are
adjusted.

RESORT

Overview

     The Resort segment consists of ongoing operations at the
Kapalua Resort.  These operations include three championship golf
courses, a tennis facility, a vacation rental program (The
Kapalua Villas), a 22,000 square foot shopping center, a real
estate sales office (Kapalua Realty), ten retail outlets and
Public Utilities Commission regulated water and sewage
transmission operations.  The Resort segment also includes the
management of several leases, including the ground leases for the
land underlying the Kapalua Bay Hotel and the Kapalua, Ritz-
Carlton Hotel.

     The Resort segment produced an operating profit of $1.2
million for the first quarters of both 2004 and 2003.  Revenues
from the Resort segment increased by $1.8 million (14%) to $14.4
million for the first quarter of 2004 compared to $12.6 million
for the first quarter of 2003.  Increased operating costs and
higher allocated general and administrative expenses offset
higher revenues in the first quarter of 2004.  Rainfall at the
Resort during the first quarter of 2004 was up to 300% higher
than the average for the prior five years and negatively affected
the Resort segment's operating results.

     Operating expense was higher in the first quarter of 2004
largely because of higher wages and higher operating supply
expenses.  In the second quarter of 2003, a collective bargaining
settlement was reached and resulted in increased labor costs to
the Company; staffing levels for the Resort operations were
generally consistent in the first quarters of 2004 and 2003.
Expense for maintenance supplies increased in the first quarter
of 2004 because of increased emphasis on the repair and
maintenance of facilities.  The cost of guest supplies was higher
in the first quarter of 2004 primarily because of increased
resort activity.

Golf, Villas, and Merchandise Operations

     Revenues from golf operations increased by 8% in the first
quarter of 2004 compared to 2003, reflecting a 4% increase in the
number of paid rounds and a 4% increase in the average green fee.
Merchandise sales increased by 21% due to an increase in the
number of visitors to Kapalua and to additional retail floor
space with the opening of the Kapalua Collections store at the
end of the first quarter of 2003.  Revenues from the Kapalua
Villas increased by 4%, reflecting a 3-percentage point increase
in occupancy coupled with a 2% increase in the average room
rates.

     Hotel and condominium room occupancies at Kapalua Resort
increased by 14% in the first quarter of 2004 compared to the
first quarter of 2003.  Occupancies for the same periods for the
island of Maui increased by 6% and for the State of Hawaii by 8%.
An increase in occupancies at the Resort, and to a lesser extent
for Maui in general, largely drives the increase in resort
activity as reflected by increased golf play, merchandise sales
and increased lease revenues from the hotel ground leases.

DEVELOPMENT

Overview

     The Development segment primarily includes the Company's
real estate entitlement, development, construction and sales
activities.  The Company has approximately 1,500 acres of land
that are at various stages in the land entitlement process.  Land
must be appropriately entitled if development or construction is
the intended use.  Securing proper land entitlement is a process
that requires obtaining county, state and federal approvals,
which can take several years to complete.

     In May 2004, the Company received final subdivision approval
from the County of Maui for the next phase of Plantation Estates
at Kapalua, and is now in the process of registering the project
with the State of Hawaii Department of Commerce and Consumer
Affairs so that sales can begin.  The Company expects that sales
and construction of the project will begin in 2004.

     In March 2004, the sale of the custom home at Pineapple Hill
Estates that the Company constructed as part of a joint venture
was placed in escrow.  The sale is expected to close in May 2004.

     The Development segment reported an operating profit of $3.5
million for the first quarter of 2004 compared to an operating
profit of $636,000 for the first quarter of 2003.  Revenues from
this segment were $4.4 million for the first quarter of 2004
compared to $2.7 million for the first quarter of 2003.

Real Estate Sales

     In the first quarter of 2004, the sale of a 6.5-acre
conservation parcel at Kapalua closed escrow and the Development
segment recorded operating profit of $3.9 million from this
transaction.

     The first quarter of 2003 includes the closing of the sale
of 21 lots in the Company's Kapua Village employee subdivision.
Kapua Village is a 45-lot employee subdivision developed by the
Company.  Sales began in December 2002 and were completed in the
third quarter of 2003.  The first quarter of 2003 also includes
the sale of one lot in the Pineapple Hill Estates subdivision at
Kapalua.  Operating profit for the first quarter of 2003 includes
$969,000 and revenues include $2.6 million from these real estate
sales.

LIQUIDITY, CAPITAL RESOURCES AND OTHER

Debt Reduction

     At March 31, 2004, the Company's total debt including
capital leases was $20.3 million, a reduction of $6.5 million
from December 31, 2003.  In the first quarter of 2004, the
following were significant contributors to the reduction of debt:

  -    A reduction in the Pineapple segment's trade accounts
     receivable by $12 million due to sales late in 2003, and because
     of increased emphasis on timely billing and collection efforts.
  -    Cash distributions to the Company from the Costa Rican
     subsidiary of $2.2 million as a result of the sale of
     substantially all of the foreign subsidiary's assets in 2003 and
     2004.
  -    Net cash proceeds to the Company of $4.0 million from the
     sale of the 6.5-acre land parcel at Kapalua.

Future Cash Outflows

     Capital expenditures in 2004 are expected to be $20.5
million, of which $4.8 million is for the replacement of existing
equipment and facilities.  In addition, the Company expects to
incur approximately $1.9 million for land development planning
activities and $1.8 million for highway improvements related to
subdivision projects sold in prior years.  Contributions to the
Company's defined benefit pension plans are expected to be $1.4
million in September 2004.  The Company believes that the cash
flows from operations and its existing lines of credit will be
sufficient to fund these expenditures.  At March 31, 2004, the
Company had unused short- and long-term credit lines of $21.4
million.

     Construction and sale of the next phase of Plantation
Estates at Kapalua is expected to begin in 2004.  To the extent
that expenditures for construction precedes the receipt of sales
proceeds, the Company estimates that its existing lines of credit
will be adequate to fund the construction.

     Typically, during the second and third quarters of the year
the Company has increased seasonal cash requirements for its
Pineapple operations.  On a full-year basis, the Company's
Pineapple, Resort and Development operations typically produce
net positive cash flows.  The Company expects that seasonal cash
requirements in 2004 will be funded by existing credit lines.

     This report contains forward-looking statements, within the
meaning of Private Securities Litigation Reform Act of 1995,
which are provided 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 sale and construction of subdivision improvements for
     the next phase of Plantation Estates at Kapalua;
  -    the cost to remediate certain soils; and
  -    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 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 three months of 2004.

Item 4.   Controls and Procedures

(a)  Evaluation of disclosure controls and procedures.  The
    effectiveness of the Company's disclosure controls and procedures
    were evaluated as of
    March 31, 2004.  Based on this evaluation, the Company's
    principal executive officer and principal financial officer
    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 has materially
    affected, or is reasonably likely to materially affect, the
    Company's internal control over financial reporting.

PART II   OTHER INFORMATION

Item 1.   Legal Proceedings

     There are no known material pending legal proceedings to
which the Company or any of its subsidiaries is a party or to
which any of their property is subject.  Certain of the Company's
subsidiaries are involved in ordinary routine litigation
incidental to their respective businesses.

Item 6.   Exhibits and Reports on Form 8-K

(a)  Exhibits
     (10) Material Contracts
          A.   Employment Separation Agreement (Paul J. Meyer) dated
               February 13, 2004.

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

     (32) Section 1350 Certifications

(b)  Reports on Form 8-K

     (1)  A report on Form 8-K dated February 12, 2004, and filed on
      February 18, 2004, included Item 7, Financial Statements, Pro
      Forma Financial Information and Exhibits and Item 12, Results of
      Operations.







                            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.





    May 11, 2004            /S/ PAUL J. MEYER
Date                     Paul J. Meyer
                         Executive Vice President/Finance
                         (Principal Financial Officer)





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>meyersev.txt
<DESCRIPTION>EMPLOYMENT SEPARATION AGREEMENT (PAUL J. MEYER), DATED FEBRUARY 13, 2004
<TEXT>









                        February 13, 2004

Mr. Paul J. Meyer
240 Hoopalua Drive
Pukalani, HI 96768

               Re:  Employment Separation Agreement

Dear Paul:

     Based on our discussions, this letter sets forth the terms
and conditions regarding your separation from Maui Land &
Pineapple Company, Inc. ("MLP"). Upon review and execution by you
this letter will become a legally enforceable agreement between
you and MLP on the terms and conditions described below. Since
this Agreement will supersede and replace all other agreements
between you and MLP regarding your employment or separation from
employment with MLP, please first review it carefully with your
attorney.

     1.   Separation of Employment

     Your at-will employment with MLP will terminate upon your
resignation effective as of the close of business on June 30,
2004 unless terminated sooner by MLP (the "Separation Date").
Between (i) March 31, 2004 or the accurate and timely completion
of all required financial reports, whichever last occurs, and
(ii) the Separation Date, MLP understands that in addition to
completing your regular MLP assignments you will also be pursuing
other gainful employment for after the Separation Date. During
such time period MLP will make a good faith effort to accommodate
your reasonable pursuit of such post Separation Date gainful
employment. You will be paid your regular salary and your unused
vested and accumulated vacation pay through the Separation Date
at the time of your separation. MLP will withhold from your final
salary payment all required payroll and other currently
authorized withholdings and deductions and from your final vested
and accumulated vacation payment only the applicable payroll
taxes.  After the Separation Date MLP understands and you agree
that you will not be providing any employment services to  MLP
and you also understand and agree that you will not be provided
or eligible for any employee compensation or employee benefits
from MLP except as may be described in separate plan documents or
as described in Paragraph 2 below.

      2.   Separation Benefits.

     In consideration of the Additional Separation Benefits
described in Subparagraph 2b. below, you will receive, in lieu of
all other compensation and employee benefits, the salary and
vacation payments described in Paragraph 1 above and the payments
and benefits described in this Paragraph 2.

          a.   Existing Employment Benefits.

               From and after the Separation Date, you will
receive when due the following existing employee benefits only 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, as follows:

          (1)  As provided in Paragraph 1 above, your unused,
               accumulated and prorated vacation pay benefit
               through the Separation Date;

          (2)  Your Employee Stock Ownership Plan benefit;

          (3)  The terminated Unfunded Executive Deferred
               Compensation Plan benefit totaling $403,651.00
               payable in equal monthly installments over a
               maximum of ten years. Payments to commence during
               the month of July, 2004 and continuing each month
               thereafter in accordance with MLP's normal payroll
               payment schedule;

           (4) The Unfunded Executive Severance Plan benefit in
               the amount of $399,000.00 paid in equal
               installments according to MLP's regular payroll
               schedule between July 1, 2004 and December 31,
               2005;

          (5)  Medical, dental, vision and prescription drug
               benefits coverage from July 1, 2004 through
               December 31, 2005 ( the "Covered Period") under
               the MLP health care plan (hereafter referred to as
               the MLP Health Care Plan) if C.O.B.R.A.
               continuation coverage is elected. The premium cost
               of such coverage shall be paid for by MLP and you
               in monthly amounts with the same premium cost
               sharing split applied each month to active
               salaried employees during the Covered Period;

          (6)  Your voluntary deferrals into the Maui Land
               and Pineapple Company, Inc. Retirement Savings
               Plan (the "401 k Plan") and the Executive Deferred
               Compensation Plan, and any award for a cycle in
               which you are a named participant in the Long Term
               Incentive Plan in accordance with the terms of
               such Plans' documents;

          (7)  Any Qualified Retiree Group Life Insurance
               Plan benefits subject to reduction and payment in
               accordance with the terms of the Plan documents.

          b.   Additional Separation Benefits.

               In addition to the employment benefits described
in Paragraph 2.a. above, and subject to your timely and accurate
completion of all required job duties and financial reports
within the customary calendar of financial reporting events, 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 $76,651.80 as of July 1, 2004.  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

               Coverage for you, your spouse and eligible
          children under MLP's Plan 2 of the Non-Bargaining Unit
          Retiree Medical Benefit Plan (the "Plan") commencing
          January 1, 2006 and continuing thereafter for so long
          as MLP elects in its sole discretion to continue the
          Plan and you continue to timely pay your share of the
          premium. MLP will pay fifty percent (50%) of the
          premium cost and you will pay fifty percent (50%) of
          the premium cost unless and until MLP elects to adjust
          the premium cost allocation for all Plan participants.

     3.   MLP Property.

     Any MLP documents, information and property should be
returned to MLP's Vice President, Human Resources on or before
the Separation Date, or as soon thereafter as is possible,
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
its 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  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 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 Subparagraph 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 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 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(collectively called "Released 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 receive or recover any payment or
employee benefit not expressly identified in Paragraph 2 above
and 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 Subparagraph 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 Subparagraph 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
Subparagraph 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
Released Claims you have waived or released by either delivering
a written notice of revocation to Ms. J. Susan Corley, Vice
President, Human Resources at  120 Kane Street, Kahalui Hawaii
96733, or by mailing the notice to such individual at P.O. Box
187, Kahalui, Hawaii 96733 on or before the end of the seven (7)
day revocation period provided. If the written notice is given by
mail it will be deemed timely if the mailing is properly
addressed, 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 Ms. J. Susan Corley 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, your release will
still remain in effect for all other Released 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 signed by and MLP, the terms of this
agreement and any payments or benefits provided for hereunder
will not be effective or due 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
Released 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 agreement between
you and MLP.  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/ PAUL J. MEYER               By: /S/ DAVID COLE
    PAUL J. MEYER                       DAVID COLE
                                        Its President and
                                        Chief Executive Officer

Date:  2/16/04                  Date:   3/10/04


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>3
<FILENAME>cert302.txt
<DESCRIPTION>RULE 13A - 14(A) CERTIFICATIONS
<TEXT>
Exhibit 31

CERTIFICATION

I, David C. Cole, certify that:

  1.     I have reviewed this Quarterly Report on 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 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:  May 11, 2004

                               /S/ DAVID C. COLE
                             Name: David C. Cole
                            Title: Chairman, President & Chief
                                   Executive Officer





CERTIFICATION

I, Paul J. Meyer, certify that:

  1.   I have reviewed this Quarterly Report on 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 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:  May 11, 2004
                              /S/ PAUL J. MEYER
                            Name: Paul J. Meyer
                           Title: Executive Vice
                                  President/Finance

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>4
<FILENAME>cert906.txt
<DESCRIPTION>SECTION 1350 CERTIFICATIONS
<TEXT>
Exhibit 32


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



In connection with the Annual Report of Maui Land & Pineapple
Company, Inc. (the "Company") on Form 10-Q for the quarter ended
March 31, 2004 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), we, David C. Cole
and Paul J. Meyer, respectively, the Chairman, 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/ DAVID C. COLE
David C. Cole
Chairman, President & Chief Executive Officer



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


  May 11, 2004
Date





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