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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000063330-04-000050.txt : 20041101
<SEC-HEADER>0000063330-04-000050.hdr.sgml : 20041101
<ACCEPTANCE-DATETIME>20041101132704
ACCESSION NUMBER:		0000063330-04-000050
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20041101
ITEM INFORMATION:		Termination of a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041101
DATE AS OF CHANGE:		20041101

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-06510
		FILM NUMBER:		041109100

	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>8-K
<SEQUENCE>1
<FILENAME>form8kgottlieb.txt
<DESCRIPTION>MAUI LAND & PINEAPPLE COMPANY, INC'S FORM 8-K DATED NOVEMBER 1, 2004
<TEXT>








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



                            FORM 8-K

                         CURRENT REPORT
            Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 1, 2004
(October 29, 2004)


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


     HAWAII                      0-6510          99-0107542
(State or other jurisdiction  (Commission     (I.R.S. Employer
    of incorporation or       File Number)   Identification No.)
       organization)


120 Kane Street, P.O. Box 187, Kahului, Maui, Hawaii   96733-6687
   (Address of Principal Executive Offices)            (Zip Code)


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

                              NONE
  Former Name or Former Address, if Changed Since Last Report


Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))

[    ]  Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))








ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

          Effective as of June 15, 2004, Maui Land & Pineapple
          Company, Inc. (the "Company") and Thomas M. Gottlieb, a
          member of the Company's Board of Directors agreed that
          Mr. Gottlieb would provide resort development consulting
          services to the Company.  Pursuant to the agreement,
          Mr. Gottlieb was granted an option to purchase thirty
          thousand (30,000) shares of Maui Land & Pineapple
          Company, Inc. common stock at $31.75 per share (the
          closing price of such common stock on June 15, 2004).
          On October 29, 2004, the Company and Mr. Gottlieb entered
          into an agreement to terminate the consulting arrangement
          and to cancel options to purchase 27,500 of the 30,000
          shares.  A copy of the termination agreement is filed as
          an Exhibit to this Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (c)  Exhibits

          (10) Material Contracts
               (A)  Cancellation of Consulting Agreement between
                    the Company and Thomas M. Gottlieb, entered
                    into on October 29, 2004, and effective as of
                    September 15, 2004.












                           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.



November 1, 2004           /S/ FRED W. RICKERT
Date                           Fred W. Rickert
                               Vice President/Chief Financial Officer
                               (Principal Financial Officer)




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>gottlieb.txt
<DESCRIPTION>CANELLATION OF CONSULTING AGREEMENT BETWEEN THE COMPANY AND THOMAS M. GOTTLIEB
<TEXT>
            Cancellation of Consulting Agreement


     This Agreement (the "Agreement") is entered into
between Maui Land & Pineapple Company, Inc. (the "Company")
and Thomas M. Gottlieb ("Gottlieb") on October 29, 2004.

     WHEREAS, the Company and Gottlieb entered into an
arrangement effective as of June 15, 2004 (the "Consulting
Arrangement"), whereby Gottlieb agreed to provide resort
development consulting services to the Company, including:

     -    Participating in the process of optimizing the
          timing, marketing, pricing and product mix of the
          residential units to be developed by the Company
          and/or its partners within the Kapalua Resort Area;

     -    Providing input for the design, development,
          programming and operation for the Miraval project
          at KapaluaMauka;

     -    Providing input for the design, development,
          programming and operation for the Amenity core/beach
          club to be built adjacent to the KBH site;

     -    Participating in the process of optimizing the
          structure of Company's legal, financial and operating
          relationships with its key strategic partners in
          Kapalua - Miraval, Marriott/Ritz, Exclusive Resorts;

     -    Facilitating other Company corporate development
          projects related to greater Kapalua.

     WHEREAS, pursuant to the Consulting Arrangement, the
Company granted Gottlieb an option (the "Option") to
purchase 30,000 shares of the Company's common stock at an
exercise price of $31.75 per share and entered into
discussions to execute a consulting agreement containing
these terms and conditions;

     WHEREAS, the Company and Gottlieb hereby desire to
terminate the Consulting Arrangement and, except as
specifically stated below, to cancel all of Gottlieb's
rights pursuant to the Option without any consideration
payable by either party.

     NOW, THEREFORE, the parties hereto hereby agree as
follows:

     1.  The grant to Gottlieb under the Option for the
purchase of 2,500 shares of the Company's common stock at
$31.75 per share shall vest on the date hereof and shall be
exercisable through June 15, 2014 (i.e., 10th anniversary of
the date the options were granted).

     2.  Except for the option to purchase 2,500 shares of
the Company's common stock as stated in #1 above, all of the
Company's and Gottlieb's rights, covenants and obligations
pursuant to the Consulting Arrangement and the Option,
whether arising prior to the date hereof or that would
otherwise arise in the future, are hereby terminated and
cancelled as of September 15, 2004.

     3.  This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof, and
supersedes all prior understandings with respect to the
subject matter hereof.  No extension, change, modification,
addition or termination of this Agreement shall be
enforceable unless in writing and signed by each party
hereto.

     4.  This Agreement may be executed in two or more
counterparts, each of which shall be an original, but all of
which together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties have signed this
Agreement effective as of the date first set forth above.


COMPANY:                 MAUI LAND & PINEAPPLE
                         COMPANY, INC.

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

GOTTLIEB:                    /S/ THOMAS M. GOTTLIEB
                                 Thomas M. Gottlieb

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