SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                               FORM 10-Q


     [ X ] Quarterly Report Pursuant to Section 13 or 15(d)
                of the Securities Exchange Act of 1934


           For the Quarterly Period Ended September 30, 2008

                                  or

     [   ] Transition Report Pursuant to Section 13 or 15(d)
                of the Securities Exchange Act of 1934

             For the transition period from _____ to _____


                       Commission file #0-50273


                          KAANAPALI LAND, LLC
        (Exact name of registrant as specified in its charter)


       Delaware                           01-0731997
(State of organization)        (IRS Employer Identification No.)


  900 N. Michigan Ave., Chicago, IL                   60611
(Address of principal executive office)             (Zip Code)


Registrant's telephone number, including area code 312/915-1987

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 (the "Exchange Act") 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 by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer.  See definition of
accredited filer and large accelerated filer in Rule 12b-2 of the Exchange
Act.

     Large accelerated filer      [   ]      Accelerated filer [   ]
     Non-accelerated filer        [ X ]

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).  Yes  [   ]   No [ X ]

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.  Yes [ X ]  No [   ]

As of October 31, 2008, the registrant had 1,792,613 shares of common stock
and 26,000 Class C shares outstanding.


<PAGE>


                           TABLE OF CONTENTS




PART I     FINANCIAL INFORMATION

Item 1.    Condensed Consolidated Financial Statements. . . .     3

Item 2.    Management's Discussion and Analysis of
           Financial Condition and Results of
           Operations . . . . . . . . . . . . . . . . . . . .    19

Item 4.    Controls and Procedures. . . . . . . . . . . . . .    23



PART II    OTHER INFORMATION

Item 1.    Legal Proceedings. . . . . . . . . . . . . . . . .    24

Item 1A.   Risk Factors . . . . . . . . . . . . . . . . . . .    24

Item 6.    Exhibits and Reports on Form 8-K . . . . . . . . .    24


SIGNATURE   . . . . . . . . . . . . . . . . . . . . . . . . .    25



<PAGE>


PART I  FINANCIAL INFORMATION

     ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                          KAANAPALI LAND, LLC

                 Condensed Consolidated Balance Sheets

               September 30, 2008 and December 31, 2007
               (Dollars in Thousands, except share data)
                              (Unaudited)


                              A S S E T S
                              -----------

                                        September 30,    December 31,
                                            2008            2007
                                        ------------     -----------

Cash and cash equivalents . . . . . . .     $ 23,262          24,050
Receivables, net. . . . . . . . . . . .           40             104
Property, net . . . . . . . . . . . . .       96,083         118,485
Assets held for sale. . . . . . . . . .       21,233           --
Pension Plan Assets . . . . . . . . . .       35,143          33,346
Other assets. . . . . . . . . . . . . .        6,167          10,304
                                            --------        --------
                                            $181,928         186,289
                                            ========        ========


                         L I A B I L I T I E S
                         ---------------------

Accounts payable and accrued expenses .     $  4,182           5,093
Deferred income taxes . . . . . . . . .       25,607          30,888
Accrued benefit obligation. . . . . . .        2,250           2,181
Other liabilities . . . . . . . . . . .       24,151          25,092
Non-refundable deposits . . . . . . . .        3,750           --
Liabilities associated with assets
  held for sale . . . . . . . . . . . .          161           --
                                            --------        --------
        Total liabilities . . . . . . .       60,101          63,254

Commitments and contingencies


                 S T O C K H O L D E R S'  E Q U I T Y
                 -------------------------------------

Common stock, at 6/30/08 and
  12/31/07 non par value
  (shares authorized - 4,500,000,
  Class C shares 52,000; shares issued
  and outstanding - common shares
  1,792,613 and Class C shares
  26,000) . . . . . . . . . . . . . . .        --              --
Additional paid-in capital. . . . . . .        5,419           5,357
Accumulated other comprehensive
  income, net of tax. . . . . . . . . .        1,875           1,650
Accumulated earnings. . . . . . . . . .      114,533         116,028
                                            --------        --------
        Total stockholders' equity. .        121,827         123,035
                                            --------        --------
                                            $181,928         186,289
                                            ========        ========

              The accompanying notes are an integral part
          of the condensed consolidated financial statements.


<PAGE>


                          KAANAPALI LAND, LLC

            Condensed Consolidated Statements of Operations

        Three and Nine Months Ended September 30, 2008 and 2007
                              (Unaudited)
             (Dollars in Thousands, except per share data)




                            THREE MONTHS ENDED    NINE MONTHS ENDED
                                SEPTEMBER 30,       SEPTEMBER 30,
                            -------------------  -------------------
                               2008      2007      2008       2007
                             --------  --------  --------   --------
Revenues:
  Sales . . . . . . . . . .  $    336     2,453     1,622      5,002
  Interest and
    other income. . . . . .       125       406       578      1,551
                             --------  --------  --------   --------
                                  461     2,859     2,200      6,553
                             --------  --------  --------   --------

Cost and expenses:
  Cost of sales . . . . . .       566     1,461     1,833      3,156
  Selling, general and
    administrative. . . . .       873     1,172     3,395      4,294
  Depreciation and
    amortization. . . . . .        56        50       164        147
                             --------  --------  --------   --------
                                1,495     2,683     5,392      7,597
                             --------  --------  --------   --------

  Operating income (loss)
    from continuing
    operations before
    income taxes and
    income (loss) from
    discontinued
    operations. . . . . . .    (1,034)      176    (3,192)    (1,044)

  Income tax benefit
    (expense) . . . . . . .    (2,276)      (62)    4,088        225
                             --------  --------  --------   --------

  Income (loss) before
    income (loss) from
    discontinued
    operations. . . . . . .    (3,310)      114       896       (819)

  Income (loss) from
    discontinued
    operations, net of
    income taxes. . . . . .     1,484       (51)   (2,391)       (92)
                             --------  --------  --------   --------

      Net income (loss) . .  $ (1,826)       63    (1,495)      (911)
                             ========  ========  ========   ========










<PAGE>


                          KAANAPALI LAND, LLC

      Condensed Consolidated Statements of Operations - Continued

        Three and Nine Months Ended September 30, 2008 and 2007
                              (Unaudited)
             (Dollars in Thousands, except per share data)




                            THREE MONTHS ENDED    NINE MONTHS ENDED
                                SEPTEMBER 30,       SEPTEMBER 30,
                            -------------------  -------------------
                               2008      2007      2008       2007
                             --------  --------  --------   --------

Earnings per share - basic:
  Income (loss) before
    income (loss) from
    discontinued
    operations. . . . . . .  $  (1.82)      .06       .50       (.45)
  Income (loss) from
    discontinued
    operations, net of
    income taxes. . . . . .       .82      (.03)    (1.33)      (.05)
                             --------  --------  --------   --------
  Net income (loss) . . . .  $  (1.00)      .03      (.83)      (.50)
                             ========  ========  ========   ========


Earnings per share - diluted:
  Income (loss) before
    income (loss) from
    discontinued
    operations. . . . . . .  $  (1.82)      .06       .48       (.45)
  Income (loss) from
    discontinued
    operations, net of
    income taxes. . . . . .       .82      (.03)    (1.32)      (.05)
                             --------  --------  --------   --------
  Net income (loss) . . . .  $  (1.00)      .03      (.84)      (.50)
                             ========  ========  ========   ========
























              The accompanying notes are an integral part
          of the condensed consolidated financial statements.


<PAGE>


                          KAANAPALI LAND, LLC

            Condensed Consolidated Statements of Cash Flows

             Nine Months Ended September 30, 2008 and 2007
                              (Unaudited)
                        (Dollars in Thousands)




                                               2008          2007
                                             --------      --------

Net cash provided by (used in)
  operating activities. . . . . . . . .      $  2,401         4,041

Cash flows from investing activities:
  Property additions. . . . . . . . . .        (3,189)      (15,040)
                                             --------      --------

        Net increase (decrease) in
          cash and cash equivalents . .          (788)      (10,999)
        Cash and cash equivalents
          at beginning of period. . . .        24,050        39,624
                                             --------      --------
        Cash and cash equivalents
          at end of period  . . . . . .      $ 23,262        28,625
                                             ========      ========






































              The accompanying notes are an integral part
          of the condensed consolidated financial statements.


<PAGE>


                          KAANAPALI LAND, LLC

         Notes to Condensed Consolidated Financial Statements

                              (Unaudited)
                        (Dollars in Thousands)


     The accompanying unaudited condensed consolidated financial
statements are prepared in accordance with accounting principles generally
accepted in the United States for interim financial information and with
the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States
for complete financial statements, and therefore, should be read in
conjunction with the Company's Annual Report on Form 10-K (File No. 0-
50273) for the year ended December 31, 2007.  Capitalized terms used but
not defined in this quarterly report have the same meanings as the
Company's 2007 Annual Report on Form 10-K.


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION AND BASIS OF ACCOUNTING

     Kaanapali Land, LLC ("Kaanapali Land"), a Delaware limited liability
company, is the reorganized entity resulting from the Joint Plan of
Reorganization of Amfac Hawaii, LLC (now known as KLC Land Company, LLC
("KLC Land")), certain of its subsidiaries (together with KLC Land, the
"KLC Debtors") and FHT Corporation ("FHTC" and, together with the KLC
Debtors, the "Debtors") under Chapter 11 of the Bankruptcy Code, dated
June 11, 2002 (as amended, the "Plan").

     The Company's continuing operations are in two business segments -
Agriculture and Property. The Agriculture segment grows seed corn and
soybeans under contract and leases or provides harvesting rights to a third
party on certain lands currently cultivated in or used for the processing
of coffee, while maintaining additional coffee acreage for possible future
use.  The Property segment primarily develops land for sale and negotiates
bulk sales of undeveloped land.  The Golf segment, which is responsible for
the management and operation of the Waikele Golf Course has been
reclassified as held for sale, and therefore, reported as discontinued
operations.  The assets and operations of the Waikele Golf Course represent
all of the golf segment for purposes of business segment information.  The
Property and Agriculture segments operate exclusively in the State of
Hawaii.

     PROPERTY

     The Company's principal property holdings are on the island of Maui.
The Company has determined, based on its current projections for the
development and/or disposition of its property holdings on the island of
Maui, that these property holdings are not currently recorded in an amount
in excess of proceeds that the Company expects that it will ultimately
obtain from the disposition thereof.

     On April 8, 2008, the Company executed a contract (as subsequently
amended) to sell its Waikele Golf Course for a purchase price of $23,290
(less commissions and closing costs).  The sale closed on November 12, 2008
with total cash received, including previous non-refundable deposits,
aggregating $10,040.  The balance of the purchase price is represented by a
$13,250 promissory note secured by the property along with corporate and
personal guarantees from the purchaser and an affiliate.  The note requires
monthly interest only payments of 7% per annum and is due May 12, 2009.
Certain seller representations and warranties exist for one year after the
date of sale.


<PAGE>


     The Company reclassified the Waikele Golf Course as held for sale as
of April 8, 2008.  The Company recorded a $3,900 asset impairment charge
(before taxes) related to its write-down of the carrying value of the
Waikele Golf Course during the second quarter ending June 30, 2008.
Following the guidance in SFAS No. 144, the carrying value of the Waikele
Golf Course was written down to its estimated fair value.  As the Waikele
Golf Course is deemed held for sale, the operations including the
impairment charge have been classified on the statement of operations as
discontinued operations for all periods presented.  Depreciation on these
assets ceased upon classification as held for sale.

     USE OF ESTIMATES

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes.  Actual results could differ
from those estimates.

     In the opinion of management, all adjustments necessary for a fair
presentation of the statement of financial position and results of
operations for the interim periods presented have been included in these
financial statements and are of a normal and recurring nature.

     Operating results for the three and nine months ended September 30,
2008 are not necessarily indicative of the results that may be achieved in
future periods.

     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     The Company adopted the provisions of FIN 48 on January 1, 2007.
FIN 48 prescribes a recognition threshold and measurement attribute for the
financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. This Interpretation also provides
guidance on derecognition, classification, interest and penalties,
accounting in interim periods, disclosure and transition. As a result of
the adoption, the Company recorded a cumulative effect adjustment of
approximately $700 through a reduction in January 1, 2007 accumulated
earnings.

     The Company's gross unrecognized tax benefits total approximately
$2,800 at September 30, 2008.  The Company is no longer subject to U.S.
federal, state and local income tax examinations by tax authorities for
years before 2006.  The Company's continuing practice is to recognize
interest and penalties related to income tax matters in income tax expense.

The Company had approximately $180 accrued for interest and no accrual for
penalties at September 30, 2008.

     The Company adopted SFAS No. 158 effective January 1, 2007.  This
statement requires an employer to recognize the over funded or under funded
status of a defined benefit postretirement plan as an asset or liability in
its statement of financial position and to recognize changes in that funded
status in the year in which the changes occur through comprehensive
income.  As a result of the adoption, the Company has recorded accumulated
other comprehensive income of approximately $1,650 at December 31, 2007 and
increased prepaid pension cost to the funded status of the Plan.

     On September 15, 2006, the FASB issued SFAS No. 157 which defines
fair value, establishes guidelines for measuring fair value, and expands
disclosures regarding fair value measurements.  SFAS No. 157 does not
require any new fair value measurements but rather eliminates
inconsistencies in guidance found in various prior accounting
pronouncements.  The Company adopted SFAS No. 157 effective January 1,
2008.


<PAGE>


(2)  LAND DEVELOPMENT

     During the first quarter of 2006, the Company received final
subdivision approval on an approximate 336 acre parcel in the region
"mauka" (toward the mountains) from the main Kaanapali 2020 area.  This
project, called Kaanapali Coffee Farms, consists of 51 agricultural lots,
which are currently being offered to individual buyers.  It is anticipated
that the land improvements will be completed by the end of 2008.  In
conjunction with the final approval, the Company was required to obtain two
subdivision bonds in the amounts of approximately $18,600 and $4,700 and
was required to secure those bonds with a cash deposit of $8,300 into an
interest bearing collateral account.  During the first quarter 2007, one of
the bonds was reduced from $18,600 to $11,300 and the collateral was
reduced to $5,900, which is reported in Other Assets in the consolidated
balance sheet.  During February 2008, the $11,300 bond was released and the
collateral account was further reduced to $1,700.  During November 2008 the
remaining $1,700 was released.  During July and early August 2006 the
Company closed on the sale of three lots at Kaanapali Coffee Farms.  The
Company closed on the sale of three additional lots in 2007, one each in
January, August and October.  In conjunction with the sales of the lots
that closed in August and October 2007, in addition to cash proceeds, the
Company received promissory notes for $737 and $692, respectively.  The
promissory notes are due July 2009 and October 2009.


(3)  MORTGAGE AND OTHER NOTES PAYABLE

     A subsidiary of Kaanapali Land ("Holder") holds a mortgage note
secured by Waikele Golf Course.  The mortgage loan was amended March 31,
2006 upon which the accrued interest was added to principal and the Holder
agreed to make future advances under the note in an amount not to exceed
$3,000 for purposes of funding the golf course improvements.  Interest on
the principal balance accrues at an adjustable rate of prime plus 1%.  The
principal and accrued interest, which are prepayable, are due March 1,
2015.  As of September 30, 2008, the note had an outstanding principal and
accrued interest balance of $9,896.  The note has been eliminated in the
consolidated financial statements because the obligor and maker are
consolidated subsidiaries of Kaanapali Land.  The note was released
pursuant to the sale on November 12, 2008.

     Certain subsidiaries of Kaanapali Land are jointly indebted to
Kaanapali Land pursuant to a certain Secured Promissory Note in the
principal amount of $70,000 dated November 14, 2002.  Such note matures on
October 31, 2011, had an outstanding balance of principal and accrued
interest as of September 30, 2008 of approximately $78,500 and carries an
interest rate of 3.04% compounded semi-annually.  The note, which is
prepayable, is secured by substantially all of the remaining real property
owned by such subsidiaries, pursuant to a certain Mortgage, Security
Agreement and Financing Statement, dated as of November 14, 2002 and placed
on record in December 2002.  The note has been eliminated in the
consolidated financial statements because the obligors are consolidated
subsidiaries of Kaanapali Land.


(4)  EMPLOYEE BENEFIT PLANS

     (a)   PENSION PLANS

     The Company participates in a defined benefit pension plan that
covers substantially all its eligible employees.  The Plan is sponsored and
maintained by Kaanapali Land in conjunction with other plans providing
benefits to employees of Kaanapali Land and its affiliates.



<PAGE>


     The components of the net periodic pension benefit (credit), included
in selling, general and administrative in the consolidated statements of
operations for the three and nine months ended September 30, 2008 and 2007
are as follows:

                           THREE MONTHS ENDED     NINE MONTHS ENDED
                              SEPTEMBER 30,         SEPTEMBER 30,
                           -------------------   -------------------
                             2008       2007       2008       2007
                           --------   --------   --------   --------

Service cost. . . . . . .  $      5          5         15         15
Interest cost . . . . . .       632        650      1,896      1,950
Expected return on
  plan assets . . . . . .    (1,258)    (1,215)    (3,774)    (3,645)
Recognized net
  actuarial (gain) loss .       121        160        363        480
                           --------   --------   --------   --------
Net periodic
  pension credit. . . . .  $   (500)      (400)    (1,500)    (1,200)
                           ========   ========   ========   ========

     As of September 30, 2008, the Plan assets have declined approximately
14% and it appears unlikely that the Plan will recover its losses in the
fourth quarter of 2008.

     (b)   RETIREE HEALTH AND LIFE INSURANCE BENEFITS

     In addition to providing pension benefits, a subsidiary of KLC Land
currently provides certain healthcare and life insurance benefits to
certain eligible retired employees.  The postretirement healthcare plan is
contributory and contains cost-sharing features such as deductibles and
copayments.  The postretirement life insurance plan is non-contributory.

     Net periodic postretirement benefit cost for the three and nine
months ended September 30, 2008 and 2007 includes the following components:

                           THREE MONTHS ENDED     NINE MONTHS ENDED
                              SEPTEMBER 30,         SEPTEMBER 30,
                           -------------------   -------------------
                             2008       2007       2008       2007
                           --------   --------   --------   --------

Interest cost . . . . . .  $     29         31         87         93
Amortization of
  net gain. . . . . . . .        (3)        (2)        (9)        (6)
                           --------   --------   --------   --------
Net periodic postretire-
  ment benefit cost . . .  $     26         29         78         87
                           ========   ========   ========   ========

     The calculation of the accumulated postretirement benefit cost or the
net periodic postretirement benefit cost does not reflect the effects of
the Medicare Prescription Drug Improvement and Modernization Act of 2003
(the "Act").

     The Company maintains a nonqualified deferred compensation
arrangement (the "Rabbi Trust") which provides certain former directors of
Amfac and their spouses with pension benefits.  The Rabbi Trust invests in
marketable securities and cash equivalents.  The deferred compensation
liability represented in the Rabbi Trust and assets funding such deferred
compensation liability are consolidated in the Company's balance sheet.


<PAGE>


(5)  STOCK-BASED COMPENSATION

     On April 15, 2008, the Company entered into an agreement with Stephen
Lovelette ("Lovelette"), an executive vice president of the Company in
charge of the Company's development activities, whereby the Company agreed
to issue up to 52,000 shares of a new class of common shares (the "Class C
Shares") in consideration for his services to the Company.  The Class C
Shares have the same rights as the Shares except that the Class C Shares
will not participate in any distributions until the holders of the Shares
have received aggregate distributions equal to $19 per Share, subject to
customary antidilution adjustments.  The Class C Shares became 50% vested
on April 15, 2008, an additional 25% will vest on December 31, 2008 if
Lovelette remains employed by the Company through that date and the
remaining 25% will vest on December 31, 2009 if Lovelette remains employed
by the Company through that date.  The Company recognized compensation
expense of approximately $83 for stock based compensation for the three and
nine months ended September 30, 2008.


(6)  INCOME TAXES

     Federal tax return examinations have been completed for all years
through 2005.  In January 2008, the Company received notice from the IRS
that their 2005 tax return has been selected for audit.  The audit was
completed with no changes to reported tax.  The statutes of limitations
with respect to the Company's taxes for 2006 and subsequent years remain
open.  The Company believes adequate provisions for income tax have been
recorded for all years, although there can be no assurance that such
provisions will be adequate.  To the extent that there is a shortfall, any
such shortfall for which the Company could be liable could be material.

     Tax benefits in 2008 result from the potential sale of the Waikele
Golf Course due to expected taxable income that would allow the realization
of certain previously reserved net operating loss carryforwards.


(7)  COMMITMENTS AND CONTINGENCIES

     As security for performance of certain development obligations, the
Company is contingently liable under two subdivision bonds for
approximately $5,000.

     At September 30, 2008, the Company's principal contractual
obligations are approximately $3,124 for the completion of land
improvements in conjunction with Phase I of the Kaanapali Coffee Farms
project.

     Material legal proceedings of the Company are described below.
Unless otherwise noted, the parties adverse to the Company in the legal
proceedings described below have not made a claim for damages in a
liquidated amount and/or the Company believes that it would be speculative
to attempt to determine the Company's exposure relative thereto, and as a
consequence believes that an estimate of the range of potential loss cannot
be made.

     On or about July 19, 2007, at the request of the Hawaii Department of
Health and as a result of a report of vandalism and spilled transformer
fluid at a former transformer site, an inspection of various former
transformer sites on Maui was conducted.  As a result of the inspection,
oil was tested for possible contaminants, drained from various
transformers, and disposed of in accordance with requirements of law.  At
one site, there was spillage of transformer fluid that required
remediation.  The Company is in the process of remediating the spilled
transformer fluid and is undertaking steps to complete the remediation in
accordance with law.



<PAGE>


     As a result of an administrative order issued to Oahu Sugar by the
HDOH, Order No. CH 98-001, dated January 27, 1998, Oahu Sugar engaged in
environmental site assessment of lands it leased from the U.S. Navy and
located on the Waipio Peninsula.  Oahu Sugar submitted a Remedial
Investigation Report to the HDOH.  The HDOH provided comments that
indicated that additional testing may be required.  Oahu Sugar responded to
these comments with additional information.  On January 9, 2004, EPA issued
a request to Oahu Sugar seeking information related to the actual or
threatened release of hazardous substances, pollutants and contaminants at
the Waipio Peninsula portion of the Pearl Harbor Naval Complex National
Priorities List Superfund Site.  The request sought, among other things,
information relating to the ability of Oahu Sugar to pay for or perform a
clean up of the land formerly occupied by Oahu Sugar.  Oahu Sugar responded
to the information requests and notified both the Navy and the EPA that
while it had some modest remaining cash that it could contribute to further
investigation and remediation efforts in connection with an overall
settlement of the outstanding claims, Oahu Sugar was substantially without
assets and would be unable to make a significant contribution to such an
effort.  Attempts at negotiating such a settlement were fruitless and Oahu
Sugar received an order from EPA in March 2005 that purported to require
certain testing and remediation of the site.  As Oahu Sugar was
substantially without assets, the pursuit of any action, informational,
enforcement, or otherwise, would have had a material adverse effect on the
financial condition of Oahu Sugar.

     Therefore, as a result of the pursuit of further action by the HDOH
and EPA as described above and the immediate material adverse effect that
the actions had on the financial condition of Oahu Sugar, Oahu Sugar filed
with the United States Bankruptcy Court, Northern District of Illinois,
Eastern Division its voluntary petition for liquidation under Chapter 7 of
Title 11, United States Bankruptcy Code.  Such filing was not expected to
have a material adverse effect on the Company as Oahu Sugar was
substantially without assets at the time of the filing.  While it is not
believed that any other affiliates have any responsibility for the debts of
Oahu Sugar, the EPA has indicated that it intends to make a claim against
Kaanapali Land as further described below, and therefore, there can be no
assurance that the Company will not incur significant costs in connection
with such claim.

     The deadline for filing proofs of claim against Oahu Sugar with the
bankruptcy court passed in April 2006.  Prior to the deadline, Kaanapali
Land, on behalf of itself and certain subsidiaries, filed claims that
aggregated approximately $224,000, primarily relating to unpaid guarantee
obligations made by Oahu Sugar that were assigned to Kaanapali Land
pursuant to the Plan on the Plan Effective Date.  In addition, the EPA and
the U.S. Navy filed a joint proof of claim that seeks to recover certain
environmental response costs relative to the Waipio Peninsula site
discussed above.  The proof of claim contained a demand for previously
spent costs in the amount of approximately $260, and additional anticipated
response costs of between approximately $2,760 and $11,450.  No specific
justification of these costs, or what they are purported to represent, was
included in the EPA/Navy proof of claim.  Due to the insignificant amount
of assets remaining in the debtor's estate, it is unclear whether the
United States Trustee who has taken control of Oahu Sugar will take any
action to contest the EPA/Navy claim, or how it will reconcile such claim
for the purpose of distributing any remaining assets of Oahu Sugar.



<PAGE>


     EPA has sent three requests for information to Kaanapali Land
regarding, among other things, Kaanapali Land's organization and
relationship, if any, to entities that may have, historically, operated on
the site and with respect to operations conducted on the site.  Kaanapali
Land responded to these requests for information.  By letter dated
February 7, 2007, pursuant to an allegation that Kaanapali Land is a
successor to Oahu Sugar Company, Limited, a company that operated at the
site prior to 1961 ("Old Oahu"), EPA advised Kaanapali that it believes it
is authorized by CERCLA to amend the existing Unilateral Administrative
Order against Oahu Sugar Company, LLC, for the clean up of the site to
include Kaanapali Land as an additional respondent. The purported basis for
the EPA's position is that Kaanapali Land, by virtue of certain corporate
actions, is jointly and severally responsible for the performance of the
response actions, including, without limitation, clean-up at the site.  No
such amendment has taken place as of the date hereof. Instead, the EPA's
letter invited Kaanapali Land to engage in settlement discussions with the
EPA to attempt to resolve Kaanapali Land's alleged liability. While
Kaanapali Land believes that it has defenses to the EPA's position,
Kaanapali Land is nevertheless continuing to engage in settlement
discussions with EPA to determine if the matter can be resolved on
reasonable terms. Even if Kaanapali Land were found to be the successor to
Old Oahu, Kaanapali Land believes that its liabilities, if any, should
relate solely to a portion of the period of operation of Old Oahu at the
site. Moreover, Kaanapali Land believes that any settlement should involve
substantial participation of the U.S. Navy, which has owned the site
throughout the entire relevant period, both as landlord under its various
leases with Oahu Sugar and Old Oahu and by operating and intensively
utilizing the site directly during a period when no lease was in force.
Discussions with the Navy are continuing.  There can be no assurances that
the matter can be resolved on terms acceptable to Kaanapali Land or that
this matter will not ultimately have a material adverse effect on the
Company.

     Federal tax return examinations have been completed for all years
through 2005.  In January 2008, the Company received notice from the IRS
that their 2005 tax return has been selected for audit.  The audit was
completed with no changes to reported taxes.  The statutes of limitations
with respect to the Company's tax returns for 2006 and subsequent years
remain open.  The Company believes adequate provisions for income taxes
have been recorded for all years, although there can be no assurance that
such provisions will be adequate.  To the extent that there is a shortfall,
any such shortfall for which the Company could be liable could be material.

     Kaanapali Land, as successor by merger to other entities, and D/C, a
subsidiary of Kaanapali Land, have been named as defendants in personal
injury actions allegedly based on exposure to asbestos.  While there are
only a few such cases that name Kaanapali Land, there are a substantial
number of cases that are pending against D/C on the U.S. mainland
(primarily in California).  Cases against Kaanapali Land are allegedly
based on its prior business operations in Hawaii and cases against D/C are
allegedly based on D/C's prior distribution business operations primarily
in California.  Each entity defending these cases believes that it has
meritorious defenses against these actions, but can give no assurances as
to the ultimate outcome of these cases.  The defense of these cases has had
a material adverse effect on the financial condition of D/C as it has been
forced to file a voluntary petition for liquidation as discussed below.
Kaanapali Land does not believe that it has liability, directly or
indirectly, for D/C's obligations in those cases.  Kaanapali Land does not
presently believe that the cases in which it is named will result in any
material liability to Kaanapali Land; however, there can be no assurance in
this regard.



<PAGE>


     On February 15, 2005, D/C was served with a lawsuit entitled American
& Foreign Insurance Company v. D/C Distribution and Amfac Corporation, Case
No. 04433669 filed in the Superior Court of the State of California for the
County of San Francisco, Central Justice Center.  No other purported party
was served.  In the eight-count complaint for declaratory relief,
reimbursement and recoupment of unspecified amounts, costs and for such
other relief as the court might grant, plaintiff alleged that it is an
insurance company to whom D/C tendered for defense and indemnity various
personal injury lawsuits allegedly based on exposure to asbestos containing
products.  Plaintiff alleged that because none of the parties have been
able to produce a copy of the policy or policies in question, a judicial
determination of the material terms of the missing policy or policies is
needed.  Plaintiff sought, among other things, a declaration:  of the
material terms, rights, and obligations of the parties under the terms of
the policy or policies; that the policies were exhausted; that plaintiff
was not obligated to reimburse D/C for its attorneys' fees in that the
amounts of attorneys' fees incurred by D/C have been incurred unreasonably;
that plaintiff was entitled to recoupment and reimbursement of some or all
of the amounts it has paid for defense and/or indemnity; and that D/C
breached its obligation of cooperation with plaintiff.  D/C filed an answer
and an amended cross-claim.  D/C believed that it had meritorious defenses
and positions, and intended to vigorously defend.  In addition, D/C
believed that it was entitled to amounts from plaintiffs for reimbursement
and recoupment of amounts expended by D/C on the lawsuits previously
tendered.  In order to fund such action and its other ongoing obligations
while such lawsuit continued, D/C entered into a Loan Agreement and
Security Agreement with Kaanapali Land, in August 2006, whereby Kaanapali
Land provided certain advances against a promissory note delivered by D/C
in return for a security interest in any D/C insurance policy at issue in
this lawsuit.  In June 2007, the parties settled this lawsuit with payment
by plaintiffs in the amount of $1,618.  Such settlement amount was paid to
Kaanapali Land in partial satisfaction of the secured indebtedness noted
above.

     Because D/C was substantially without assets and was unable to obtain
additional sources of capital to satisfy its liabilities, D/C filed with
the United States Bankruptcy Court, Northern District of Illinois, its
voluntary petition for liquidation under Chapter 7 of Title 11, United
States Bankruptcy Code during July 2007, Case No. 07-12776.  Such filing is
not expected to have a material adverse effect on the Company as D/C was
substantially without assets at the time of the filing.  The deadline for
filing proofs of claim against D/C with the bankruptcy court passed in
October 2008.  Prior to the deadline, Kaanapali Land filed claims that
aggregated approximately $26,800, relating to both secured and unsecured
intercompany debts owed by D/C to Kaanapali Land.  In addition, a personal
injury law firm based in San Francisco that represents clients with
asbestos-related claims, filed proofs of claim on behalf of approximately
700 claimants.  While it is not likely that a significant number of these
claimants have a claim against D/C that could withstand a vigorous defense,
it is unknown how the trustee will deal with these claims.  It is not
expected, however, that the Company will receive any material additional
amounts in the liquidation of D/C.

     The Company received notice from the Hawaii Department of Land and
Natural Resources ("DLNR") that it would inspect all significant dams and
reservoirs in Hawaii, including those maintained by the Company on Maui in
connection with its agricultural operations.  Inspections were performed in
April and October 2006 and again in March 2008.  To date, the DLNR has
cited certain maintenance deficiencies concerning two of the Company's
reservoirs, consisting primarily of overgrowth of vegetation that makes
inspection difficult and could degrade the integrity of reservoir slopes
and impact drainage.  The DLNR has required the vegetation clean-up as well
as the Company's plan for future maintenance, inspections and emergency
response.  Revised versions of the required plans were submitted to DLNR in
December 2006.



<PAGE>


     On October 15, 2006, a significant earthquake occurred that was felt
in most parts of the state.  As a consequence of such earthquake, the DLNR,
in conjunction with the U.S. Army Corps of Engineers, has inspected each
reservoir and identified certain minor damage.  In addition, Company
personnel have inspected various portions of its Maui water source and
transmission assets to determine if any other damage of significance has
occurred, but has so far found no material damage.  While the damage to the
smaller reservoir cited by the recent DLNR inspection will not require any
immediate action, it is unclear at this time whether the DLNR will require
any work on the larger reservoir even though the damage is located in a
portion of the reservoir that is presently unused.  There can be no
assurance that the expense of doing such required work will not be
material.

     In September 2007, the Company received further correspondence from
DLNR that it preliminarily intended to categorize each of the reservoirs as
"high hazard" under a new statute recently passed by the State of Hawaii
concerning dam and reservoir safety.  This classification, which bears upon
future government oversight and reporting requirements, may increase the
future cost of managing and maintaining these reservoirs in a material
manner.  The Company does not believe that this classification is warranted
for either of these reservoirs and has initiated a dialogue with DLNR in
that regard.  At this time, it is unknown what the final classification
assigned to these reservoirs will be or to what extent such classification
will impact the future use and maintenance cost of these assets.  In April
2008 the Company received further correspondence from DLNR that included
the assessment by their consultants of the potential losses that result
from the failure of these reservoirs.  The Company has commenced a review
of those reports and will formulate a response.

     During the second quarter of 2007, the Company commenced portions of
the required remedial work on these reservoirs.  Some of this work was
commenced in connection with improvements made to one of the reservoirs in
order to construct the new non-potable water system servicing the Kaanapali
Coffee Farms development.  Such work has been substantially completed,
however certain portions of the remedial work that are not associated with
such improvements have not been commenced.  The Company expects to address
the remaining portions of such work during 2009.

     On April 9, 2007, the Company entered into a Plan and Agreement of
Merger to merge KLLLC Mergerco, LLC ("KLLLC") with and into the Company
(the "Merger Agreement"), which provided, subject to the terms and
conditions of the Merger Agreement, that upon the effective time of the
merger, each Class A Share would have been converted into the right to
receive $43.25 in cash per share.  Among the conditions to the Merger
Agreement was that there would be no pending or threatened litigation that
could reasonably be expected (a) to have a material adverse effect on the
business, financial condition or results of operations of the Company or
KLLLC or (b) to increase the costs of the merger in any material respect.

     On May 10, 2007, John G. Brant, P.C. Pension Trust and John G. Brant
filed a suit in the Court of Chancery in the State of Delaware against the
Company, Pacific Trail Holdings, LLC, Pacific Trail Holdings, Inc., KLLLC,
and certain officers and directors of the entity defendants.  Among other
things, the complaint alleged that the price to be paid for each Class A
Share pursuant to the Merger Agreement was unfair and undervalued the
Company.  While neither the Company nor KLLLC believed that the plaintiffs'
claims were meritorious, because the cost of defending and/or settling the
lawsuit could reasonably have been expected to be material, KLLLC
terminated the Merger Agreement pursuant to Article Twelfth of the Merger
Agreement.  As a result, the holders of Class A Shares will remain as
shareholders of the Company and the Company will continue to operate under
its current structure.  Accordingly, the merger transaction contemplated in
the Company's Schedule 13E-3 previously filed with the Securities and
Exchange Commission on April 9, 2007 was terminated.  On or about August 8,
2007, the plaintiff in the Brant litigation filed a petition for attorneys'


<PAGE>


fees seeking an award of attorneys' fees in the amount of $1,000 and
reimbursement of costs and expenses in an amount not to exceed $50.  On
February 28, 2008, the Court entered an order dismissing the case with
prejudice and ordering the Company to pay plaintiff $250 in fees and costs.

The payment was made.

     Other than as described above, the Company is not involved in any
material pending legal proceedings, other than ordinary routine litigation
incidental to its business. The Company and/or certain of its affiliates
have been named as defendants in several pending lawsuits. While it is
impossible to predict the outcome of such routine litigation that is now
pending (or threatened) and for which the potential liability is not
covered by insurance, the Company is of the opinion that the ultimate
liability from any of this litigation will not materially adversely affect
the Company's consolidated results of operations or its financial
condition.


(8)  CALCULATION OF NET INCOME PER SHARE

     The following tables set forth the computation of net income (loss)
per share - basic and diluted:

                           THREE MONTHS ENDED     NINE MONTHS ENDED
                              SEPTEMBER 30,         SEPTEMBER 30,
                           -------------------   -------------------
                             2008       2007       2008       2007
                           --------   --------   --------   --------
                      (Amounts in thousands except per share amounts)

NUMERATOR:
Income (loss) before
  income (loss) from
  discontinued
  operations. . . . . . .  $ (3,310)       114        896       (819)
Income (loss) from
  discontinued
  operations. . . . . . .     1,484        (51)    (2,391)       (92)
                           --------   --------   --------   --------
Net income (loss) . . . .  $ (1,826)        63     (1,495)      (911)
                           ========   ========   ========   ========

DENOMINATOR:
Number of weighted
  average shares
  outstanding - basic . .     1,819      1,793      1,804      1,793
Effect of dilutive shares:
  Number of weighted
    average Class C
    Shares (a). . . . . .     --         --            11      --
                           --------   --------   --------   --------
Number of weighted
  average shares
  outstanding - diluted .     1,819      1,793      1,815      1,793
                           ========   ========   ========   ========



<PAGE>


                           THREE MONTHS ENDED     NINE MONTHS ENDED
                              SEPTEMBER 30,         SEPTEMBER 30,
                           -------------------   -------------------
                             2008       2007       2008       2007
                           --------   --------   --------   --------
                      (Amounts in thousands except per share amounts)

Net income (loss) per
 share - basic:
  Income (loss) before
    income (loss) from
    discontinued
    operations. . . . . .  $  (1.82)       .06        .50       (.45)
  Income (loss) from
    discontinued
    operations. . . . . .       .82       (.03)     (1.33)      (.05)
                           --------   --------   --------   --------
Net income (loss) per
 share - basic. . . . . .  $  (1.00)       .03       (.83)      (.50)
                           ========   ========   ========   ========

Net income (loss) per
 share - diluted:
  Income (loss) before
    income (loss) from
    discontinued
    operations. . . . . .  $  (1.82)       .06        .48       (.45)
  Income (loss) from
    discontinued
    operations. . . . . .       .82       (.03)     (1.32)      (.05)
                           --------   --------   --------   --------
Net income (loss) per
 share - diluted. . . . .  $  (1.00)       .03       (.84)      (.50)
                           ========   ========   ========   ========

   (a)     As the Company reported a loss from continuing operations for
the three months ended September 30, 2008, the Company has excluded the
Class C shares from the corresponding earnings per share calculations for
this period as the effect would be anti-dilutive.


(9)  BUSINESS SEGMENT INFORMATION

     As described in Note 1, the Company operates in two business
segments.  As noted in Note 1, the Golf segment is now reported as
discontinued operations.  Total revenues and operating profit by business
segment are presented in the tables below.

     Total revenues by business segment includes primarily (i) sales, all
of which are from unaffiliated customers and (ii) interest income that is
earned from outside sources on assets which are included in the individual
industry segment's identifiable assets, as well as corporate assets.



<PAGE>


     Operating income (loss) is comprised of total revenue less operating
expenses.  In computing operating income (loss), none of the following
items have been added or deducted:  general corporate revenues and
expenses, interest expense and income taxes.

                           THREE MONTHS ENDED     NINE MONTHS ENDED
                              SEPTEMBER 30,         SEPTEMBER 30,
                           -------------------   -------------------
                             2008       2007       2008       2007
                           --------   --------   --------   --------
Revenues:
  Property. . . . . . . .  $    232      2,188        797      4,584
  Agriculture . . . . . .       198        506      1,273      1,521
  Corporate . . . . . . .        31        165        130        448
                           --------   --------   --------   --------
                           $    461      2,859      2,200      6,553
                           ========   ========   ========   ========
Operating income (loss):
  Property. . . . . . . .  $   (430)       391     (1,079)       468
  Agriculture . . . . . .      (388)       224       (472)       287
                           --------   --------   --------   --------
Operating income (loss) .      (818)       615     (1,551)       755

Corporate . . . . . . . .      (216)      (439)    (1,641)    (1,799)
                           --------   --------   --------   --------
Operating income (loss)
  from continuing opera-
  tions before income
  taxes and income (loss)
  from discontinued
  operations. . . . . . .  $ (1,034)       176     (3,192)    (1,044)
                           ========   ========   ========   ========





<PAGE>


PART I.  FINANCIAL INFORMATION

     ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

General

     In addition to historical information, this Report contains forward-
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995.  These statements are based on management's current
expectations about its businesses and the markets in which the Company
operates.  Such forward-looking statements are not guarantees of future
performance and involve known and unknown risks, uncertainties or other
factors which may cause actual results, performance or achievements of the
Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
Actual operating results may be affected by various factors including,
without limitation, changes in international, national and Hawaiian
economic conditions, competitive market conditions, uncertainties and costs
related to the imposition of conditions on receipt of governmental
approvals and costs of material and labor, and actual versus projected
timing of events all of which may cause such actual results to differ
materially from what is expressed or forecast in this report.

     On April 9, 2007, the Company entered into a Plan and Agreement of
Merger to merge KLLLC Mergerco, LLC ("KLLLC") with and into the Company
(the "Merger Agreement"), which provided, subject to the terms and
conditions of the Merger Agreement, that upon the effective time of the
merger, each Class A Share would have been converted into the right to
receive $43.25 in cash per share.  Among the conditions to the Merger
Agreement was that there shall be no pending or threatened litigation that
could reasonably be expected (a) to have a material adverse effect on the
business, financial condition or results of operations of the Company or
KLLLC or (b) to increase the costs of the merger in any material respect.

     On May 10, 2007, John G. Brant, P.C. Pension Trust and John G. Brant
filed a suit in the Court of Chancery in the State of Delaware against the
Company, Pacific Trail Holdings, LLC, Pacific Trail Holdings, Inc., KLLLC,
and certain officers and directors of the entity defendants.  Among other
things, the complaint alleged that the price to be paid for each Class A
Share pursuant to the Merger Agreement was unfair and undervalued the
Company.  While neither the Company nor KLLLC believed that the plaintiffs'
claims were meritorious, because the cost of defending and/or settling the
lawsuit could reasonably have been expected to be material, KLLLC
terminated the Merger Agreement pursuant to Article Twelfth of the Merger
Agreement.  As a result, the holders of Class A Shares will remain as
shareholders of the Company and the Company will continue to operate under
its current structure.  Accordingly, the merger transaction contemplated in
the Company's Schedule 13E-3 previously filed with the Securities and
Exchange Commission on April 9, 2007 was terminated.  On or about August 8,
2007, the plaintiff in the Brant litigation filed a petition for attorneys'
fees seeking an award of attorneys' fees in the amount of $1.0 million and
reimbursement of costs and expenses in an amount not to exceed $50
thousand.  On February 28, 2008, the Court entered an order dismissing the
case with prejudice and ordering the Company to pay plaintiff $250 thousand
in fees and costs.  The payment was made.



<PAGE>


     Certain subsidiaries of Kaanapali Land are jointly indebted to
Kaanapali Land pursuant to a certain Secured Promissory Note in the
principal amount of $70 million, dated November 14, 2002.  Such note
matures on October 31, 2011, had an outstanding balance of principal and
accrued interest as of September 30, 2008 of approximately $79 million, and
carries an interest rate of 3.04% compounded semi-annually.  The note,
which is prepayable, is secured by substantially all of the remaining real
property owned by such subsidiaries, pursuant to a certain Mortgage,
Security Agreement and Financing Statement, dated as of November 14, 2002
and placed on record in December 2002.  The note has been eliminated in the
consolidated financial statements because the obligors are consolidated
subsidiaries of Kaanapali Land.

     In addition to such Secured Promissory Note, certain other
subsidiaries of Kaanapali Land continue to be liable to Kaanapali Land
under certain guarantees (the "Guarantees") that they had previously
provided to support certain Senior Indebtedness (as defined in the Plan)
and the Certificate of Land Appreciation Notes ("COLA Notes") formerly
issued by Amfac/JMB Hawaii, Inc. (as predecessor to KLC Land).  Although
such Senior Indebtedness and COLA Notes were discharged under the Plan, the
Guarantees of the Non-Debtor KLC Subsidiaries were not.  Thus, to the
extent that the holders of the Senior Indebtedness and COLA Notes did not
receive payment on the outstanding balance thereof from distributions made
under the Plan, the remaining amounts due thereunder remain obligations of
the Non-Debtor KLC Subsidiaries under the Guarantees.  Under the Plan, the
obligations of the Non-Debtor KLC Subsidiaries under such Guarantees were
assigned by the holders of the Senior Indebtedness and COLA Notes to
Kaanapali Land on the Plan Effective Date.  Kaanapali Land has notified
each of the Non-Debtor KLC Subsidiaries that are liable under such
Guarantees that their respective guarantee obligations are due and owing
and that Kaanapali Land reserves all of its rights and remedies in such
regard.  Given the financial condition of such Non-Debtor KLC Subsidiaries,
however, it is unlikely that Kaanapali Land will realize payments on such
Guarantees that are more than a small percentage of the total amounts
outstanding thereunder or that in the aggregate will generate any material
proceeds to the Company.  Nevertheless, Kaanapali Land has submitted a
claim in the Chapter 7 bankruptcy proceeding of Oahu Sugar in order that it
may recover substantially all of the assets remaining in the bankruptcy
estate, if any, that become available for creditors of Oahu Sugar.  Any
amounts so received would not be material to the Company.  These Guarantee
obligations have been eliminated in the consolidated financial statements
because the obligors are consolidated subsidiaries of Kaanapali Land, which
is now the sole obligee thereunder.

     As of September 30, 2008, the Company had cash and cash equivalents
of approximately $23 million, which is available for, among other things,
working capital requirements, including future operating expenses, and the
Company's obligations for engineering, planning, regulatory and development
costs, drainage and utilities, environmental remediation costs on existing
and former properties, potential liabilities resulting from tax audits,
retiree medical insurance benefits for Pioneer Mill Company, and existing
and possible future litigation.

     The primary business of Kaanapali Land is the investment in and
development of the Company's assets on the Island of Maui.  The various
development plans will take many years at significant expense to fully
implement.  A portion of such anticipated expenses are currently subject to
contractual commitments, however, significant additional costs may be
incurred.  Proceeds from land sales and the sale of the Waikele Golf Course
are the Company's only source of significant cash proceeds and the
Company's ability to meet its liquidity needs is dependent on the timing
and amount of such proceeds.  The international credit crisis, which has
resulted in both national and global economic downturns, has had a
significant adverse impact on the Hawaiian economy during the second half
of 2008.  The result is substantial market uncertainty in the housing
market and declining home values.  These factors have had a material
adverse effect on the Company's ability to market its residential lots.



<PAGE>


     On April 8, 2008, the Company entered into a contract (as
subsequently amended) to sell its Waikele Golf Course for a purchase price
of approximately $23.3 million (less commissions and closing costs).  The
sale closed on November 12, 2008 with total cash received, including
previous non-refundable deposits, aggregating $10 million.  The balance of
the purchase price is represented by a $13.2 million promissory note
secured by the property along with corporate and personal guarantees from
the purchaser and an affiliate.  The note requires monthly interest only
payments of 7% per annum and is due May 12, 2009.  Certain seller
representations and warranties exist for one year after the date of sale.

     A subsidiary of Kaanapali Land ("Holder") holds a mortgage loan
secured by Waikele Golf Course.  The mortgage loan was amended March 31,
2006 upon which the accrued interest was added to principal and the Holder
agreed to make future advances under the note in an amount not to exceed $3
million for purposes of funding the golf course improvements.  Interest on
the principal balance accrues at an adjustable rate of prime plus 1%.  The
principal and accrued interest, which are prepayable, are due March 1,
2015.  As of September 30, 2008, the note had an outstanding principal and
accrued interest balance of approximately $10 million.  The note has been
eliminated in the consolidated financial statements because the obligor and
maker are consolidated subsidiaries of Kaanapali Land.  The note was
released pursuant to the sale on November 12, 2008.

     The Company's continuing operations have in recent periods been
primarily reliant upon the net proceeds of sales of developed and
undeveloped land parcels.

     During the first quarter of 2006, the Company received final
subdivision approval on an approximate 336 acre parcel in the region
"mauka" (toward the mountains) from the main Kaanapali 2020 area.  This
project, called Kaanapali Coffee Farms, consists of 51 agricultural lots,
which are currently being offered to individual buyers.  It is anticipated
that the land improvements will be completed later in 2008.  In conjunction
with the final approval, the Company was required to obtain two subdivision
bonds in the amounts of approximately $18.6 million and $4.7 million and
was required to secure the bonds with a cash deposit of $8.3 million into
an interest bearing collateral account.  During the first quarter of 2007,
one of the bonds was reduced from $18.6 million to $11.3 million and the
collateral was reduced to $5.9 million.  During February 2008, the $11.3
million bond was released and the collateral account was further reduced to
$1.7 million.  During November 2008 the remaining $1.7 million as released.

During July and August 2006 the Company closed on the sale of three lots at
Kaanapali Coffee Farms.  The Company closed on the sale of three additional
lots in 2007, one each in January, August and October.  In conjunction with
the sales of the lots that closed in August and October, 2007, in addition
to cash proceeds the Company received promissory notes for approximately
$737 thousand and $692 thousand, respectively.  The promissory notes are
due July 2009 and October 2009.  The Company is under contract for the sale
of one additional lot that is scheduled to close no later than September
2010.

     During January 2008 the Company became aware of an unsolicited tender
offer for shares made jointly by SCM Special Fund, LLC; Sutter Opportunity
Fund 4, LLC; MPF Flagship Fund II, LLC; MPF Dewaay Premier Fund 4, LLC; and
MPF Special Fund 8, LLC to purchase up to 32,000 Shares of the Company for
$30 per share.  Pacific Trails, the manager of the Company, considered
certain matters and concluded that it would express no opinion and will
remain neutral with respect to the offer.  The Company has since received
notice from the offerors that they have terminated the offer.



<PAGE>


     On April 15, 2008, the Company entered into an agreement with
Stephen Lovelette ("Lovelette"), an executive vice president of the Company
in charge of the Company's development activities, whereby the Company
agreed to issue up to 52,000 shares of a new class of common shares (the
"Class C Shares") in consideration for his services to the Company.  The
Class C Shares have the same rights as the Shares except that the Class C
Shares will not participate in any distributions until the holders of the
Shares have received aggregate distributions equal to $19 per Share,
subject to customary antidilution adjustments.  The Class C Shares became
50% vested on April 15, 2008, an additional 25% will vest on December 31,
2008 if Lovelette remains employed by the Company through that date and the
remaining 25% will vest on December 31, 2009 if Lovelette remains employed
by the Company through that date.

     Although the Company does not currently believe that it has
significant liquidity problems over the near term, should the Company be
unable to satisfy its liquidity requirements from its existing resources
and future property sales, it will likely pursue alternate financing
arrangements.  However it cannot be determined at this time what, if any,
financing alternatives may be available and at what cost.

RESULTS OF OPERATIONS

     Reference is made to the footnotes to the financial statements for
additional discussion of items addressing comparability between years.

     Property, net decreased due to the reclassification of the Waikele
Golf Course property as assets held for sale in the second quarter of 2008.

The liabilities associated with the golf course are reported as liabilities
associated with assets held for sale.  The reduction was partially offset
by capitalized Kaanapali Coffee Farms development costs.

     Other assets decreased due to the reduction of the collateral account
securing a subdivision bond obtained in conjunction with the Kaanapali
Coffee Farms project.

     Accounts payable and accrued expenses decreased due to the completion
of contractual obligations in conjunction with Phase I of the Kaanapali
Coffee Farms project.

     Interest and other income decreased for the three and nine months
ended September 30, 2008 due to a lower average cash balance during 2008
compared to 2007 which resulted in a lower amount of interest earned during
2008.

     Sales and cost of sales decreased for the three and nine months ended
September 30, 2008 due to the sale of one lot during first quarter of 2007
and an additional lot sale during the third quarter of 2007.

     Selling, general and administrative expense decreased for the three
and nine months ended September 30, 2008 primarily due to less legal costs
related to asbestos liability claims.

     Income (loss) from discontinued operations represents the results of
operations of the Waikele Golf Course, which was reclassified as held for
sale during the second quarter of 2008.  The income for the three month
period ended September 30, 2008 does not reflect depreciation as
depreciation is no longer taken on assets held for sale and includes the
tax benefit recognized as a result of the sale.  The increase in the loss
for the nine month period ended September 30, 2008 is due to an asset
impairment charge related to the write-down of the carrying value of the
golf course during the second quarter of 2008.  Tax benefits in 2008 result
from the potential sale of the Waikele Golf Course due to expected taxable
income that would allow the realization of certain previously reserved net
operating loss carryforwards.


<PAGE>


INFLATION

     Due to the lack of significant fluctuations in the level of inflation
in recent years, inflation generally has not had a material effect on real
estate development.

     In the future, high rates of inflation may adversely affect real
estate development generally because of their impact on interest rates.
High interest rates not only increase the cost of borrowed funds to the
Company, but can also have a significant effect on the affordability of
permanent mortgage financing to prospective purchasers. However, high rates
of inflation may permit the Company to increase the prices that it charges
in connection with real property sales, subject to general economic
conditions affecting the real estate industry and local market factors, and
therefore may be advantageous where property investments are not highly
leveraged with debt or where the cost of such debt has been previously
fixed.

     ITEM 4.     CONTROLS AND PROCEDURES

     DISCLOSURE CONTROLS AND PROCEDURES.  The principal executive officer
and the principal financial officer of the Company have evaluated the
effectiveness of the Company's disclosure controls and procedures as
defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as
amended, (the "Exchange Act") as of the end of the period covered by this
report.  Based on such evaluation, the principal executive officer and the
principal financial officer have concluded that the Company's disclosure
controls and procedures were effective to ensure that information required
to be disclosed was recorded, processed, summarized and reported within the
time periods specified in the applicable rules and form of the Securities
and Exchange Commission.

     INTERNAL CONTROL OVER FINANCIAL REPORTING.  There have not been any
changes in the Company's internal control over financial reporting (as such
term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
that occurred during the period covered by this report that have materially
affected, or are reasonably likely to materially affect, the Company's
internal control over financial reporting.




<PAGE>


PART II.  OTHER INFORMATION


     ITEM 1.     LEGAL PROCEEDINGS

     See Note 7 to the Condensed Consolidated Financial Statements
included in Part I of this report.


     ITEM 1A.    RISK FACTORS

     There has been no known material changes from risk factors as
previously disclosed in the Company's Annual Report on Form 10-K for the
year ended December 31, 2007.


     ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

     (a)   Exhibits.

            3.1  Amended and Restated Limited Liability Company Agreement
                 of Kaanapali Land, LLC dated November 14, 2002 filed as
                 an exhibit to the Company's Form 10 filed May 1, 2003 and
                 hereby incorporated by reference.

            3.2  Amendment to the Amended and Restated Limited Company
                 Agreement of Kaanapali Land, LLC dated November 14, 2002
                 filed as an exhibit to the Company's Form 8-K filed
                 April 21, 2008 and hereby incorporated by reference.

           10.1  Plan and Agreement of Merger merging KLLLC Mergerco, LLC
                 with and into Kaanapali Land, LLC dated April 9, 2007
                 filed as an exhibit to the Company's Form 8-K filed
                 April 10, 2007 and hereby incorporated by reference.

           10.2  Restricted Share Agreement dated April 15, 2008 is filed
                 as an exhibit to the Company's Form 10-Q filed
                 August 14, 2008 and hereby incorporated by reference.

           10.3  Waikele Golf Course, LLC - Waikele Country Club Inc.
                 Property Purchase Agreement, as amended, dated
                 October 29, 2008 is filed herewith.

           31.1. Certification of Chief Executive Officer pursuant to
                 Rule 13a-14(a) is filed herewith.

           31.2. Certification of Chief Financial Officer pursuant to
                 Rule 13a-14(a) is filed herewith.

           32.   Certifications pursuant to 18 U.S.C. Section 1350, as
                 adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                 of 2002 are filed herewith.

     (b)   No reports on Form 8-K were filed since the beginning of the
           last quarter of the period covered by the report.







<PAGE>


                               SIGNATURE


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


                            KAANAPALI LAND, LLC

                            By:   Pacific Trail Holdings, LLC
                                  (sole member)


                                  /s/ Gailen J. Hull
                                  ---------------------
                            By:   Gailen J. Hull
                                  Senior Vice President
                            Date: November 13, 2008