UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

|(Mark One)                                    |                                                                                         
|--------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                             | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|For the quarterly period ended MARCH 31, 2008
|OR                                           
|o                                             | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|Commission file number 001-06510             

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

|Large accelerated filer o |  | Accelerated filer ý |  | Non-accelerated filer o (Do not check if a smaller reporting company) |  | Smaller reporting company o
|------------------------- |  | ------------------- |  | --------------------------------------------------------------------- |  | ---------------------------

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o    No ý

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 1, 2008 | 
| | -------------------------- |  | -------------------------- | 
| | Common Stock, no par value |  | 8,178,895 shares           | 



---





MAUI LAND & PINEAPPLE COMPANY, INC.
AND SUBSIDIARIES

TABLE OF CONTENTS

|                                                                                                                  |  | Page
|----------------------------------------------------------------------------------------------------------------- |  | ----
|PART I. FINANCIAL INFORMATION (unaudited)                                                                         |  |     
|Item 1. Financial Statements                                                                                      |  |     
|Condensed Consolidated Balance Sheets,
March 31, 2008 and December 31, 2007                                       |  | 3   
|Condensed Consolidated Statements of Operations and Retained Earnings,
Three Months Ended March 31, 2008 and 2007 |  | 4   
|Condensed Consolidated Statements of Cash Flows,
Three Months Ended March 31, 2008 and 2007                       |  | 5   
|Notes to Condensed Consolidated Financial Statements                                                              |  | 6   
|Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations                     |  | 13  
|Forward-Looking Statements                                                                                        |  | 20  
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                                                |  | 21  
|Item 4. Controls and Procedures                                                                                   |  | 21  
|PART II. OTHER INFORMATION                                                                                        |  |     
|Item 1A. Risk Factors                                                                                             |  | 22  
|Item 5. Other Information                                                                                         |  | 22  
|Item 6. Exhibits                                                                                                  |  | 23  
|Signature                                                                                                         |  | 24  

2

---





PART I    FINANCIAL INFORMATION

Item 1.    Financial Statements

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

|                                        |                                                                                                         | 3/31/08                       |         | 12/31/07 |        
|--------------------------------------- | ------------------------------------------------------------------------------------------------------- | ----------------------------- | ------- | -------- | -------
|
|ASSETS                                  |                                                                                                         |                               |         |          |        
|Current Assets                          |                                                                                                         |                               |         |          |        
|                                        | Cash and cash equivalents                                                                               |                               | $       | 2,820    |        
|                                        | Accounts and notes receivable                                                                           |                               |         | 11,676   |        
|                                        | Inventories                                                                                             |                               |         | 12,459   |        
|                                        | Other current assets                                                                                    |                               |         | 6,112    |        
|                                        |                                                                                                         |                               |         |          |        
|                                        |                                                                                                         | Total current assets          |         |          | 33,067 
|                                        |                                                                                                         |                               |         |          |        
|Property                                |                                                                                                         |                               | 240,674 |          |        
|                                        | Accumulated depreciation                                                                                |                               |         | (99,663  | )      
|                                        |                                                                                                         |                               |         |          |        
|Propertynet                            |                                                                                                         |                               | 141,011 |          |        
|                                        |                                                                                                         |                               |         |          |        
|Investments in affiliates               |                                                                                                         |                               | 70,142  |          |        
|Other assets                            |                                                                                                         |                               | 46,906  |          |        
|                                        |                                                                                                         |                               |         |          |        
|Total                                   |                                                                                                         | $                             | 291,126 |          | $      
|                                        |                                                                                                         |                               |         |          |        
|LIABILITIES AND STOCKHOLDERS' EQUITY    |                                                                                                         |                               |         |          |        
|Current Liabilities                     |                                                                                                         |                               |         |          |        
|                                        | Current portion of long-term debt and capital lease obligations                                         |                               | $       | 1,641    |        
|                                        | Trade accounts payable                                                                                  |                               |         | 12,088   |        
|                                        | Other current liabilities                                                                               |                               |         | 8,157    |        
|                                        |                                                                                                         |                               |         |          |        
|                                        |                                                                                                         | Total current liabilities     |         |          | 21,886 
|                                        |                                                                                                         |                               |         |          |        
|Non-Current Liabilities                 |                                                                                                         |                               |         |          |        
|                                        | Long-term debt and capital lease obligations                                                            |                               |         | 91,587   |        
|                                        | Accrued retirement benefits                                                                             |                               |         | 29,327   |        
|                                        | Other non-current liabilities                                                                           |                               |         | 22,548   |        
|                                        |                                                                                                         |                               |         |          |        
|                                        |                                                                                                         | Total non-current liabilities |         |          | 143,462
|                                        |                                                                                                         |                               |         |          |        
|Commitments and Contingencies (Note 16) |                                                                                                         |                               |         |          |        
|Stockholders' Equity                    |                                                                                                         |                               |         |          |        
|                                        | Common stock, no par value23,000,000 shares authorized, 7,957,850 and 7,959,154 issued and outstanding |                               |         | 34,151   |        
|                                        | Additional paid-in capital                                                                              |                               |         | 7,333    |        
|                                        | Retained earnings                                                                                       |                               |         | 85,540   |        
|                                        | Accumulated other comprehensive loss                                                                    |                               |         | (1,246   | )      
|                                        |                                                                                                         |                               |         |          |        
|                                        |                                                                                                         | Stockholders' Equity          |         |          | 125,778
|                                        |                                                                                                         |                               |         |          |        
|Total                                   |                                                                                                         | $                             | 291,126 |          | $      
|                                        |                                                                                                         |                               |         |          |        

See
accompanying Notes to Condensed Consolidated Financial Statements.

3

---





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

|                                                                                                     |                            | Three Months Ended |       
|---------------------------------------------------------------------------------------------------- | -------------------------- | ------------------ | ------
|
|
|Operating Revenues                                                                                   |                            |                    |       
|                                                                                                     | Product revenues           |                    | $     
|                                                                                                     | Service revenues           |                    |       
|                                                                                                     |                            |                    |       
|Total Operating Revenues                                                                             |                            |                    | 25,369
|                                                                                                     |                            |                    |       
|Operating Costs and Expenses                                                                         |                            |                    |       
|                                                                                                     | Cost of product revenues   |                    |       
|                                                                                                     | Cost of service revenues   |                    |       
|                                                                                                     | Shipping and marketing     |                    |       
|                                                                                                     | General and administrative |                    |       
|                                                                                                     |                            |                    |       
|Total Operating Costs and Expenses                                                                   |                            |                    | 34,625
|                                                                                                     |                            |                    |       
|Operating Income (Loss)                                                                              |                            |                    | (9,256
|Equity in earnings of affiliates                                                                     |                            |                    | 9,375 
|Interest expense                                                                                     |                            |                    | (1,481
|Interest income                                                                                      |                            |                    | 244   
|                                                                                                     |                            |                    |       
|Income (Loss) Before Income Taxes                                                                    |                            |                    | (1,118
|Income Tax Expense (Benefit)                                                                         |                            |                    | (378  
|                                                                                                     |                            |                    |       
|Net Income (Loss)                                                                                    |                            |                    | (740  
|Retained Earnings, Beginning of Period                                                               |                            |                    | 90,576
|Cumulative impact of change in accounting for pineapple inventories (see Note 6)                     |                            |                    | 326   
|Cumulative impact of change in accounting for revenues from real estate sales (EITF 06-8see Note 8) |                            |                    | (4,622
|Cumulative impact of change in accounting for uncertainties in income taxes (FIN 48see Note 14)     |                            |                    |      
|                                                                                                     |                            |                    |       
|Retained Earnings, End of Period                                                                     |                            | $                  | 85,540
|                                                                                                     |                            |                    |       
|Earnings (Loss) Per Common Share                                                                     |                            |                    |       
|                                                                                                     | Basic                      |                    | $     
|                                                                                                     | Diluted                    |                    | $     

See
accompanying Notes to Condensed Consolidated Financial Statements.

4

---



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

|                                                    |                                                          | Three Months Ended |        
|--------------------------------------------------- | -------------------------------------------------------- | ------------------ | -------
|
|
|Net Cash Used in Operating Activities               |                                                          | $                  | (15,368
|                                                    |                                                          |                    |        
|Investing Activities                                |                                                          |                    |        
|                                                    | Purchases of property                                    |                    |        
|                                                    | Contributions to affiliates                              |                    |        
|                                                    | Proceeds from disposal of property                       |                    |        
|                                                    | Other                                                    |                    |        
|                                                    |                                                          |                    |        
|Net Cash Provided by (Used in) Investing Activities |                                                          |                    | (15,311
|                                                    |                                                          |                    |        
|Financing Activities                                |                                                          |                    |        
|                                                    | Payments of long-term debt and capital lease obligations |                    |        
|                                                    | Proceeds from long-term debt                             |                    |        
|                                                    | Stock compensation exercises                             |                    |        
|                                                    | Stock issuance                                           |                    |        
|                                                    |                                                          |                    |        
|Net Cash Provided by Financing Activities           |                                                          |                    | 31,508 
|                                                    |                                                          |                    |        
|Net Increase in Cash and Cash Equivalents           |                                                          |                    | 829    
|Cash and Cash Equivalents at Beginning of Period    |                                                          |                    | 1,991  
|                                                    |                                                          |                    |        
|Cash and Cash Equivalents at End of Period          |                                                          | $                  | 2,820  
|                                                    |                                                          |                    |        

Supplemental
Disclosures of Cash Flow InformationInterest (net of amounts capitalized) of $861,000 and $308,000 was paid during the three months ended March 31, 2008
and 2007, respectively. Income taxes of $10,000 and $200,000 were paid during the three months ended March 31, 2008 and 2007, respectively.

Non-Cash
Investing ActivitiesIn 2008 and 2007, net cash sales proceeds of $2.5 million and $25.0 million, respectively, were deposited with a
qualified exchange intermediary for reinvestment on a tax-deferred basis. Amounts included in trade accounts payable for additions to property and other assets totaled $3,315,000 and
$4,867,000 at March 31, 2008 and 2007, respectively.

See
accompanying Notes to Condensed Consolidated Financial Statements.

5

---





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

3/31/08

12/31/07(in thousands)Pineapple productsfinished goods

$
2,516

$
1,112Real estate held for sale


3,255


3,255Merchandise, materials and supplies


6,688


6,801Total Inventories

$
12,459

$
11,168




Three Months Ended March 31,2008

2007Basic

7,959,217

7,423,645Diluted

7,959,217

7,498,932




6

---









7

---





Three Months Ended March 31,2008

2007(in thousands)Revenues

$
58,094

$
19,514Expenses


42,444


16,914Net Income

$
15,650

$
2,600






8

---



Stock Options

A summary of stock option award activity as of and for the three months ended March 31, 2008 is presented below:

|                                      |  | Shares  |   | Weighted Average Exercise Price |       | Weighted Average
Grant-Date
Fair Value |   | Weighted Average Remaining Contractual Term (years) |  | Aggregate Intrinsic Value $(000)(1)
|------------------------------------- |  | ------- | - | ------------------------------- | ----- | -------------------------------------- | - | --------------------------------------------------- |  | -----------------------------------
|Outstanding at December 31, 2007      |  | 822,833 |   | $                               | 32.51 |                                        |   |                                                     |  |                                    
|Granted                               |  |        |   | $                               |      |                                        | $ |                                                    |  |                                    
|Exercised                             |  | (500    | ) | $                               | 27.25 |                                        | $ | 10.07                                               |  |                                    
|Forfeited or Cancelled                |  | (8,000  | ) | $                               | 32.75 |                                        | $ | 13.71                                               |  |                                    
|                                      |  |         |   |                                 |       |                                        |   |                                                     |  |                                    
|Outstanding at March 31, 2008         |  | 814,333 |   | $                               | 32.51 |                                        | $ | 13.30                                               |  | 7.0                                
|                                      |  |         |   |                                 |       |                                        |   |                                                     |  |                                    
|Exercisable at March 31, 2008         |  | 399,770 |   | $                               | 30.68 |                                        | $ | 12.70                                               |  | 6.1                                
|                                      |  |         |   |                                 |       |                                        |   |                                                     |  |                                    
|Expected to Vest at March 31, 2008(2) |  | 323,442 |   | $                               | 34.28 |                                        | $ | 13.89                                               |  | 7.9                                
|                                      |  |         |   |                                 |       |                                        |   |                                                     |  |                                    

---

Additional
stock option information for the three months ended March 31, 2008 and 2007 follows:

2008

2007Weighted average grant-date fair value for options granted during the period


n/a

$
13.36Intrinsic value of options exercised $(000)

$
4

$
734Cash received from option exercises $(000)

$
14

$
1,313Tax benefit from option exercises $(000)

$


$
Fair value of shares vested during the period $(000)

$
559

$
442


For
the three months ended March 31, 2007, the fair value of the Company's stock options awarded to employees was estimated using the Black-Scholes option pricing model and the
following weighted average assumptions:

|                                  |  | 2007 |  
|--------------------------------- |  | ---- | -
|Expected life of options in years |  | 6.5  |  
|Expected volatility               |  | 31.5 | %
|Risk-free interest rate           |  | 4.7  | %
|Expected dividend yield           |  |     |  

As
of March 31, 2008, there was $6,051,000 of total unrecognized compensation for awards granted under the stock option plans that is expected to be recognized over a weighted
average period of 1.8 years.

Restricted Stock

In the three months ended March 31, 2008, 75,000 shares of restricted stock were granted to certain officers pursuant to the 2006 Equity and Incentive
Award Plan. The shares will vest subject to achievement of certain performance measures. In the first quarter of 2008, 2,000 shares of restricted stock vested as directors' service requirement were
met. The weighted average grant-date fair value of restricted stock granted during the three months ended March 31, 2008 and 2007 was $27.35 and $31.73, per share, respectively.

9

---



A
summary of the activity for restricted stock awards as of and for the three-month period March 31, 2008 is presented below:

Shares

Weighted Average Grant-Date Fair ValueNonvested balance at December 31, 2007

146,795

$
34.39Granted

75,000

$
27.35Vested

(2,000
)
$
36.70Forfeited or Cancelled



$
Nonvested balance at March 31, 2008

219,795

$
32.30




Pension Benefits

Other Benefits2008

2007

2008

2007(in thousands)Pension BenefitsService cost

$
475

$
435

$
79

$
75Interest cost


856


848


212


199Expected return on plan assets


(944
)

(863
)




Amortization of prior service cost


13


12





(8
)Amortization of transition obligation


5


6





Amortization of actuarial loss (gain)


56


156


(96
)

(122
)Net expense

$
461

$
594

$
195

$
144






10

---







Three Months Ended March 31,2008

2007(in thousands)RevenuesCommunity Development

$
4,598

$
35,234Resort


11,691


11,655Agriculture


8,461


13,746Other


619


348Total Operating Revenues

$
25,369

$
60,983Operating Profit (Loss)(1)Community Development

$
8,081

$
29,095Resort


(2,276
)

(904
)Agriculture


(5,647
)

(2,396
)Other


(39
)

(29
)Total Operating Profit


119


25,766Interest Expense


(1,481
)

(711
)Interest Income


244


291Income Tax (Expense) Benefit


378


(9,632
)Net Income (Loss)

$
(740
)
$
15,714




11

---







12

---





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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial
statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2007 and the unaudited condensed consolidated financial statements and
related notes included in this Quarterly Report on Form 10-Q. Depending upon the context, the terms the "Company", "we," "our," and "us," refers to either Maui Land &
Pineapple Company, Inc. alone, or the Company and its subsidiaries.

Overview of the Company

Maui Land & Pineapple Company, Inc. is a Hawaii corporation and the successor to a business organized in 1909. We operate as a landholding and
operating parent company for our principal subsidiaries, including Maui Pineapple Company, Ltd., a producer and marketer of Maui-grown pineapple, and Kapalua Land
Company, Ltd., the operator of Kapalua Resort, a master-planned community in West Maui. Our reportable operating segments are Agriculture, Resort and Community Development.



The Agriculture segment primarily includes growing, packing, and marketing of fresh pineapple. Our pineapple is sold under the brand names Maui
Gold®and Hawaiian GoldTM. We also grow and market fresh organic pineapple. In 2007, a portion of our business included
processing (canning) pineapple; however, we ceased substantially all canning and processing of solid-pack product in June 2007.

The
fresh fruit market is a year-round business, which requires consistency of supply. Over the past several years, we have made significant progress in changing our
agronomic practices and planting schedules to produce a more consistent and predictable supply of fruit throughout the year. In addition, we have made significant progress in implementing improved
crop maintenance and agronomic practices that we believe will improve our plant yields (tons of fruit per acre) and fruit quality.



The Kapalua Resort is part of approximately 22,000 contiguous acres owned by us in West Maui, most of which remains as open space. The Kapalua Resort borders the
ocean with five white sand beaches and includes The Ritz-Carlton, Kapalua hotel, the Ritz-Carlton Residences at Kapalua Bay, eight residential subdivisions, two championship
golf courses (The Bay and The Plantation), a ten-court tennis facility, the first phase of commercial space in the central area of the Resort, several restaurants, and over 800
condominiums, single-family homes and residential lots. We operate Kapalua Resort's two golf courses, the tennis facility, several retail shops, a vacation rental program (The Kapalua Villas), and
provide certain services to the Resort. We currently have approximately 235 units in our Kapalua Villas vacation rental program. In late December 2007, our new Kapalua Adventure Center opened and in
January 2008, our Mountain Outpost began operations. The Adventure Center is located in the former Village Clubhouse and includes a retail area featuring outdoor clothing and gear, a
café and is the check-in point for the Mountain Outpost, which is comprised of zip-lines stretching over scenic ravines in the West Maui Mountains, a high ropes
challenge course, a climbing wall and other activities.



The Community Development segment includes our real estate entitlement, development, construction, sales, leasing, and conservation activities. Our projects are
focused primarily on the luxury real estate market in and surrounding the Kapalua Resort and affordable and moderately priced residential and mixed use projects in West Maui and Upcountry Maui. This
segment also includes the

13

---



operations
of Kapalua Realty Company, our general brokerage real estate company located within the Resort, and our Public Utilities Commission regulated water and sewage operations that service the
Kapalua Resort and adjacent communities.

The
Community Development segment also includes the management of several leases, including the ground lease underlying The Ritz-Carlton, Kapalua (through March 28,
2007). On March 28, 2007, we sold the land underlying the Ritz-Carlton, Kapalua hotel to W2005 Kapalua/Gengate Hotel Holdings LLC, (the Hotel JV) the lessee under the ground
lease for $25 million in cash at closing and a 21.4% interest in the Hotel JV (see Note 10 to condensed consolidated financial statements). The Community Development segment also
includes our 51% equity interest in Kapalua Bay Holdings, LLC, the limited liability company that purchased the Kapalua Bay Hotel in August 2004 (see Note 9 to condensed consolidated
financial statements). Kapalua Bay Holdings, LLC has demolished the Kapalua Bay Hotel and the adjacent shops in order to develop new whole and fractional residential units, an
ocean-side spa, and a beach club at that location. As of March 31, 2008, the percentage completion of the six residential buildings ranged from approximately 19% to 73%.

We
have approximately 1,800 acres of land in Maui that are at various stages in the land entitlement process. We must obtain appropriate entitlements for land that we intend to develop
or use for construction. Securing proper land entitlement is a process that requires obtaining county, state and federal approvals, which can take several years to complete and entails a variety of
risks.

The
Community Development segment is working on a number of real estate development projects, some of which are as follows:



Current Developments

In the first quarter of 2008, some of our significant transactions, events and key initiatives included the following:



14

---





Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the use
of accounting estimates. Changes in these estimates and assumptions are considered reasonably possible and may have a material effect on the consolidated financial statements and thus actual results
could differ from the amounts reported and disclosed herein. Our critical accounting policies that require the use of estimates and assumptions were discussed in detail in our most recently filed
Form 10-K and have not changed materially from that discussion.

There
are no accounting pronouncements or interpretations that have been issued but not yet applied by us that we believe will have a material impact on our financial statements.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2008 compared to Three Months Ended March 31, 2007

CONSOLIDATED

Three Months Ended
March 31,2008

2007

change(in millions, except share amounts)Consolidated Revenues

$
25.4

$
61.0

$
(35.6
)Net Income (Loss)

$
(0.7
)
$
15.7

$
(16.4
)Basic Earnings (Loss) Per Common Share

$
(0.09
)
$
2.12

$
(2.21
)


We
reported a net loss of $740,000 ($.09 per share) for the first quarter of 2008 compared to net income of $15.7 million ($2.12 per share) for the first quarter of 2007.
Consolidated revenues for the first quarter of 2008 were $25.4 million compared to $61.0 million for the first quarter of 2007. Revenues for the first quarter of 2007 included
$25 million from our sale of the land underlying the Ritz-Carlton, Kapalua hotel. All of our business segments reported lower operating profit for the first quarter of 2008 compared
to the first quarter of 2007; however, the land sale transaction in the first quarter of 2007 is the single largest difference in results as compared to the first quarter of 2008.



Consolidated general and administrative expenses decreased by 13%, or $1.5 million, from $11.7 million for the first quarter of 2007 to
$10.2 million for the first quarter of 2008.

15

---



The
major components of the difference in general and administrative expenses were as follows:

|                                         |  | Three Months Ended March 31, |     
|---------------------------------------- |  | ---------------------------- | ----
|
|
|Salaries & wages                         |  | $                            | 2.4 
|Employee incentives & stock compensation |  |                              | 0.7 
|Professional services                    |  |                              | 1.3 
|Loss on asset disposals                  |  |                              | 1.2 
|Depreciation expense                     |  |                              | 0.5 
|Other                                    |  |                              | 4.1 
|                                         |  |                              |     
|Total                                    |  | $                            | 10.2
|                                         |  |                              |     

The
decrease in employee incentives and stock compensation was primarily due to restricted stock vesting in the first quarter of 2007 for certain officers and a payment in 2007 of
$1.1 million to David C. Cole, our Chairman, President & CEO because of an amendment to Mr. Cole's stock option agreement with the Company that reduced the value of the
stock options. The stock option agreement was amended to eliminate adverse tax consequences to our Chairman imposed by section 409A of the Internal Revenue Code.

The
decrease in professional services primarily reflects increased work performed by our staff that was previously contracted to outside consultants and reduced requirements with regard
to the Sarbanes-Oxley Act of 2002, Section 404 in the first quarter of 2008 compared to the first quarter of 2007.

Loss
on asset disposals primarily includes assets from the Agriculture segment related to the continuing restructuring of that business.

The
increase in depreciation expense reflects various computer system enhancements and software that were placed in service primarily in June through December of 2007.

Other
includes insurance, pensions and other benefits, charitable contributions, etc.

General
and administrative expenses are incurred at the corporate level and at the operating segment level. All general and administrative expenses incurred at the corporate level are
allocated to our operating segments. Such allocations are made on the basis of our management's evaluation of service provided to the operating segments.



Interest expense was $1.5 million for the first quarter of 2008 compared to $711,000 for the first quarter of 2007. Interest incurred in the first quarter
of 2008 was $1.7 million, of which $200,000 was capitalized to construction projects. In the first quarter of 2007, interest incurred was $1.1 million, of which $362,000 was capitalized
to construction projects. Interest expense for the first quarter of 2008 includes $0.5 million representing the change in the estimated fair value of the swap agreements entered into in January
2008 (see Note 13). Higher interest expense in 2008 also reflects 65% higher average borrowings in the first quarter of 2008 compared to the first quarter of 2007. Our effective interest rate
on borrowings was 5.6% in the first quarter of 2008 compared to 7.8% in the first quarter of 2007.

16

---



AGRICULTURE

Three Months Ended March 31,2008

2007

change(in millions)Revenues

$
8.5

$
13.7

$
(5.2
)% of consolidated revenues


33
%

22
%Operating Loss

$
(5.6
)
$
(2.4
)
$
(3.2
)


Revenues
for the Agriculture segment decreased by 38%, or $5.2 million, from $13.7 million for the first quarter of 2007 to $8.2 million for the first quarter of
2008, primarily due to a decrease in processed fruit sales. In the first quarter of 2007, processed fruit sales comprised approximately 46% of total revenues from the Agriculture segment. In the first
quarter of 2008, pineapple juice sales comprised about 11% of the segment's revenues. The Agriculture segment produced an operating loss of $5.6 million for the first quarter of 2008 compared
to an operating loss of $2.4 million for the first quarter of 2007. The 2008 period loss included approximately $0.9 million in equipment
write-offs and $0.9 million increase in allowance for collections of certain accounts receivable. During 2007, we ceased all production of processed pineapple except for juice
products. With the cessation of solid-packed canned products, we have focused our business on the sale of fresh premium pineapple. The increased loss for 2008 is largely indicative of the impact of
the long growing period for pineapple as we increase plantings to service the fresh fruit market and shift plantings to West Maui where the weather is more conducive to our Maui Gold®
variety.



The case volume of fresh pineapple sales was higher by 43% for the first quarter of 2008 and revenue per case sold was lower by 15% in 2008 compared to the first
quarter of 2007. Higher case sales volume is indicative of our concentration on the fresh fruit market, while the lower pricing reflects weather-related product issues that prevented us from achieving
optimum pricing.

The
Agriculture segment cost of sales was lower by approximately 19% in the first quarter of 2008 compared to the first quarter of 2007, largely as a result of the lower processed sales
volume, partially offset by increased per unit cost of sales. Per unit cost of sales increased in 2008 because all fruit growing costs are now allocated to the fresh fruit product line. Juice is
accounted for as a by-product and the cost of the product includes the additional direct factory cost of processing fruit that is not suitable to be sold as fresh fruit product into juice.

Shipping
and marketing cost increased by 2% in the first quarter of 2008 compared to the first quarter of 2007 primarily because of the higher sales volume of fresh fruit, partially
offset by lower average per unit shipping costs. Lower per unit costs were primarily due to shipping 98% of the fresh product by ocean freight in 2008 compared to 76% in 2007.

RESORT

Three Months Ended March 31,2008

2007

change(in millions)Revenues

$
11.7

$
11.7

$
% of consolidated revenues


46
%

19
%Operating Loss

$
(2.3
)
$
(0.9
)
$
(1.4
)


Resort
segment revenues of $11.7 million for the first quarter of 2008 were approximately the same as the first quarter of 2007. The Resort segment reported an operating loss of
$2.3 million for the

17

---



first
quarter of 2008 compared to an operating loss of $0.9 million for the first quarter of 2007. Increased operating and marketing expenses in the first quarter of 2008, in particular for our
new Mountain outpost and Adventure Center activities, as well as higher cost of product revenues, were the primary reasons for the increased operating loss compared to the first quarter of 2007.



Revenues from golf operations decreased by approximately 19% in the first quarter of 2008 compared to the first quarter of 2007 as a result of a decrease in paid
rounds of golf, which was partially offset by an approximately 11% increase in average green and cart fees. Lower revenues from our golf operations were offset by increased revenues from the Kapalua
Villas, reflecting a 5% increase in occupied rooms and an 8% higher average room rate. There were approximately 6% fewer rooms available in the first quarter of 2008 partially reflecting units under
renovation under our Kapalua Gold
program to upgrade and standardize the units in our rental program. Resort retail sales for the first quarter of 2008 were approximately 1% higher than the first quarter of 2007.

COMMUNITY DEVELOPMENT

Three Months Ended March 31,2008

2007

change(in millions)Revenues

$
4.6

$
35.2

$
(30.6
)% of consolidated revenues


18
%

58
%Operating Profit

$
8.1

$
29.1

$
(21.0
)


The
Community Development segment reported an operating profit of $8.1 million for the first quarter of 2008 compared to $29.1 million for the first quarter of 2007.
Revenues from this operating segment were $4.6 million for the first quarter of 2008 compared to $35.2 million for the first quarter of 2007. The reduction in revenues and operating
profit primarily reflects the sale of the land underlying the Ritz-Carlton, Kapalua hotel included in results for the first quarter of 2007.

Operating
profit includes our equity in the income of Kapalua Bay Holdings, LLC, which was $9.4 million in the first quarter of 2008 compared to $1.9 million in the
first quarter of 2007. In 2007, the
joint venture began to recognize revenues and profits on the percentage-of-completion method from sale of the whole and fractional residential condominiums. The percentage of
completion of the six residential buildings in this project ranged from 19% to 73% as of the end of March 2008. In connection with profit recognition under the
percentage-of-completion method, we began to recognize a proportionate amount of the unrealized appreciation of the fair value of the land and other non-monetary
contributions to Bay Holdings and other deferred costs related to the joint venture. See Note 9 to condensed consolidated financial statements.



In the first quarter of 2008, we sold approximately 52 acres of Upcountry Maui land that was considered non-core to our operations and recognized
revenues of approximately $2.6 million and pre-tax profit of approximately $2.4 million. In the first quarter of 2007, we sold approximately 157 acres of non-core
land in Upcountry Maui and recognized revenues and pre-tax profit of approximately $4.0 million. In addition, in March 2007, we sold approximately 49 acres underlying the
Ritz-Carlton, Kapalua and recognized revenues of $25 million and a pre-tax gain of $24.8 million (see Note 10 to condensed consolidated financial
statements).

Our
Honolua Ridge Phase II subdivision consists of 25 agricultural-zoned lots, which began selling in August 2005. Through the end of 2007, 24 lot sales have closed escrow and the
last lot remains in inventory at the end of the first quarter of 2008. We account for revenues and profit from this project

18

---



on
a percentage-of-completion method and the construction of the infrastructure improvement for this project was substantially complete in November of 2006. In the first
quarter of 2007, two lot sales closed escrow and we recognized revenues of $3.4 million.

LIQUIDITY AND CAPITAL RESOURCES



At March 31, 2008, our total debt, including capital leases, was $93.2 million, compared to $61.7 million at December 31, 2007. The
increase in outstanding debt in the first three months of 2008 was due primarily to negative cash flows from operating activities, our equity contribution to Kapalua Bay Holdings, LLC and
expenditures for capital projects at the Kapalua Resort. At March 31, 2008, we had available credit lines of $41.7 million.

In
January 2008, we entered into a fixed-interest rate swap agreement with Wells Fargo, the effect of which was to convert variable-rate interest expense, which was
previously tied to 1-, 2-, 3- and 6-month LIBOR terms, to fixed-rate interest expense based on a 2-year fixed LIBOR rate. The
interest rate swap enabled us to lock-in an average interest rate of 4.4% for approximately two years on $55.0 million of outstanding variable rate, revolving balances.



In the first three months of 2008, consolidated net cash used in operating activities was $15.4 million compared to net cash used in operating activities
of $2.1 million for the first three months of 2007. By operating segment, these cash flows were approximately as follows:

Three Months Ended March 31,2008

2007(in millions)Agriculture

$
(4.2
)
$
(3.2
)Resort


(3.5
)

(0.6
)Community Development


(6.8
)

2.2Interest, taxes and other


(0.9
)

(0.5
)Total

$
(15.4
)
$
(2.1
)


The
increase in cash used in operating activities in the first quarter of 2008 compared to the first quarter of 2007 is largely due to (1) operating losses from the Agriculture
and Resort segments, (2) non-cash profit from our equity interest in Kapalua Bay Holdings, LLC, and (3) operating profit from non-core land sales that are
reported as investing activities (also seeReal Estate Sales Proceedsbelow).

Cash
flows from operating activities of the Community Development segment vary significantly with the amount of new real estate product sold and the amount of construction activity for
real estate inventories. While there was a significant amount of new real estate product for sale at Kapalua Resort through our joint venture investees, we did not have any new product for sale except
for one Honolua Ridge Phase II lot that remained in inventory at the end of 2007.

In
the first quarter of 2007, the closing of Honolua Ridge Phase II lot sales and the collection on purchase money mortgages resulted in cash flows from operating activities of
approximately $5.1 million.



In the first quarter of 2008, we sold approximately 52 acres of Upcountry Maui land that were considered non-core to our business, which resulted in
net sales proceeds of $2.5 million. The cash

19

---



proceeds
from these sales were deposited with a qualified exchange intermediary in anticipation of reinvestment on a tax-deferred basis under Section 1031 of the Internal Revenue
Code.



In the first quarter of 2008, we made cash contributions totaling $7.8 million to Kapalua Bay Holdings, LLC pursuant to equity calls. We may be
required to make additional cash contributions to the joint venture in the future (see Note 9).



The Resort segment capital expenditures for 2008 are expected to be approximately $4.6 million, which includes $700,000 for renovation to the Bay Course
that began in 2007 and additional improvements at the Kapalua Resort. We expect the Agriculture segment to have capital expenditures of approximately $1.8 million in 2008, of which
approximately $300,000 is for replacement of equipment. Capital expenditures for 2008 are expected to include approximately $0.5 million for upgrades and additions to information systems.

Expenditures
in 2008 for Community Development segment capital projects and deferred development costs are expected to be up to approximately $14 million. Additional project
spending would depend on market conditions. In connection with the planning for the various projects, we will analyze the feasibility of proceeding with each project and may seek project specific
non-recourse financing for some of the capital projects.

FORWARD-LOOKING STATEMENTS

This and other reports filed by us with the Securities and Exchange Commission contain forward-looking statements intended to qualify for the safe harbor from
liability established by the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They
contain words such as "may," "will," "project," "might," "expect," "believe," "anticipate," "intend," "could," "would," "estimate," "continue" or "pursue," or the negative or other variations thereof
or comparable terminology. In particular, they include, among others, statements relating to:



In
addition, from time to time, we may publish forward-looking statements as to those matters or other aspects of our anticipated financial performance, business prospects, new products,
marketing initiatives or similar matters.

20

---



Any
forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. We undertake no obligation to
publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. We have based these forward-looking statements on our current expectations and
projections about future events.

We
caution the reader that forward-looking statements involve risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from
those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the factors discussed in the sections entitled "Business," "Risk Factors,"
and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2007, as
amended, and the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" in this Quarterly Report on Form 10-Q,
as well as other factors described from time to time in our reports filed with the SEC.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

Our primary market risk exposure with regard to financial instruments is to changes in interest rates. We attempt to manage this risk by monitoring interest rates
and future cash requirements, and evaluating opportunities to refinance borrowings at various maturities and interest rates. In January 2008, we entered into interest rate swap agreements for
approximately two years on $55.0 million of variable rate debt. We completed the swap agreements in order to reduce the variability in cash flows attributable to interest rate risk caused by
changes in short-term LIBOR rates. The effect of the swap is to convert variable-rate interest expense, which was previously tied to 1-, 2-,
3- and 6-month LIBOR terms, to an average fixed rate interest of approximately 4.4%. The estimated fair value of these derivative instruments was a liability of approximately
$0.5 million as of March 31, 2008.

Item 4.    Controls and Procedures

We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In
designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible
controls and procedures.

As
required by Rule 13a-15(b) and 15d-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the fiscal
quarter covered by this report. Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that
information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms. There has
been no change in our internal control over financial reporting during the first quarter of 2008 that has materially affected or is reasonably likely to materially affect our internal control over
financial reporting.

21

---





PART II OTHER INFORMATION

Item 1A.    Risk Factors

Potential risks and uncertainties include, among other things, those factors discussed in the sections entitled "Business", "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2007 and the section entitled
"Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Quarterly Report on Form 10-Q. Readers should carefully review those risks, as well
as additional risks described in other documents we file from time to time with the Securities and Exchange Commission. We undertake no obligation to publicly release the results of any revisions to
any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements. In the first quarter of 2008, there were no material changes
from the risk factors previously disclosed in our Form 10-K filed for the year ended December 31, 2007.

Item 5.    Other Information

Restricted Share Agreement for Robert I. WebberOn May 7, 2008 the Company and Robert I. Webber
entered into an agreement, effective as of March 3, 2008, for the grant of 25,000 shares of our restricted common stock to Mr. Webber. The restricted stock award was approved by our
Board and communicated to Mr. Webber on March 3, 2008. The restricted shares will vest at a rate of 5,000 shares per year following the end of the fiscal years ending December 31,
2008, 2009, 2010, 2011 and 2012, provided that the performance criteria for the applicable year are achieved, as determined in the sole and complete discretion of the Committee. In addition, if any
shares do not vest in a particular fiscal year, the shares will be available for additional vesting in the following years. For 2008, the restricted
shares will vest upon the achievement of certain net income thresholds and the achievement of certain transactions. Specific performance criteria for fiscal years 2009 through 2012 shall be
established by the Committee prior to the end of the first quarter of such fiscal year. All other terms and conditions are pursuant to the Restricted Stock Award Agreement and the Award Grant Notice,
which are filed herewith as Exhibit 10.1.

Amendment and Extension of Employment AgreementOn May 7, 2008, the Company and Robert I. Webber entered into an
amendment and extension of employment agreement. The agreement extends the term of Mr. Webber's employment by two years to April 30, 2010 and amends his annual base salary to $400,000
effective as of March 3, 2008. The agreement is filed herewith as Exhibit 10.2.

22

---



Item 6.    Exhibits

The following exhibits are filed herewith:

(10)

Material Contracts10.1

Restricted Share Agreement and Award Grant Notice, dated as of May 7, 2008, by and between Maui Land & Pineapple Company, Inc. and Robert I. Webber.10.2

Amendment and Extension of Employment Agreement, executed on May 7, 2008, between Maui Land & Pineapple Company, Inc. and Robert I. Webber.10.3

Waiver and Amendment No. 2 to Registration Rights Agreement, dated as of April 30, 2008, by and among Maui Land & Pineapple Company, Inc., Ohana Holdings, LLC, and ZG Ventures, LLC.(31)



Rule 13a14(a) Certifications31.1

Certification of Chief Executive Officer Pursuant to Rule 13a-14(d) / 15d-14(a) of the Securities Exchange Act of 1934.31.2

Certification of Chief Financial Officer Pursuant to Rule 13a-14(d) / 15d-14(a) of the Securities Exchange Act of 1934.(32)

32.1

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) / 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.


23

---



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 7, 2008Date |  |                                    

24

---



EXHIBIT INDEX

|Exhibit Number |  | Description                                                                                                                                                                             
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1           |  | Restricted Share Agreement and Award Grant Notice, dated as of May 7, 2008, by and between Maui Land & Pineapple Company, Inc. and Robert I. Webber.(1)                                 
|10.2           |  | Amendment and Extension of Employment Agreement, executed on May 7, 2008, between Maui Land & Pineapple Company, Inc. and Robert I. Webber.(1)                                          
|10.3           |  | Waiver and Amendment No. 2 to Registration Rights Agreement, dated as of April 30, 2008, by and among Maui Land & Pineapple Company, Inc., Ohana Holdings, LLC, and ZG Ventures, LLC.(1)
|31.1           |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(d)/15d-14(a) of the Securities Exchange Act of 1934.(1)                                                                
|31.2           |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(d)/15d-14(a) of the Securities Exchange Act of 1934.(1)                                                                
|32.1           |  | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) / 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.(2)       

---

25

---



QuickLinks