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 1934For the quarterly period ended JUNE 30, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Commission file number 001-06510


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

HAWAII

99-0107542(State or other jurisdiction
of incorporation or organization)

(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 August 1, 2008Common Stock, no par value



8,170,895 shares




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MAUI LAND & PINEAPPLE COMPANY, INC.
AND SUBSIDIARIES

TABLE OF CONTENTS

PagePART I. FINANCIAL INFORMATION (unaudited)Item 1. Financial StatementsCondensed Consolidated Balance Sheets,
June 30, 2008 and December 31, 2007

3Condensed Consolidated Statements of Operations and Retained Earnings,
Three Months Ended June 30, 2008 and 2007

4Condensed Consolidated Statements of Operations and Retained Earnings,
Six Months Ended June 30, 2008 and 2007

5Condensed Consolidated Statements of Cash Flows,
Six Months Ended June 30, 2008 and 2007

6Notes to Condensed Consolidated Financial Statements

7Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

15Forward-Looking Statements

26Item 3. Quantitative and Qualitative Disclosures About Market Risk

27Item 4. Controls and Procedures

27PART II. OTHER INFORMATIONItem 1A. Risk Factors

28Item 4. Submission of Matters to a Vote of Security Holders

29Item 6. Exhibits

30Signature

31


2

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PART I    FINANCIAL INFORMATION

Item 1.    Financial Statements

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

6/30/08

12/31/07(in thousands)ASSETSCurrent AssetsCash and cash equivalents

$
2,937

$
1,991Accounts and notes receivable


8,246


10,227Inventories


16,692


11,168Other current assets


4,129


3,735Total current assets


32,004


27,121Property


243,792


238,623Accumulated depreciation


(100,776
)

(98,076
)Propertynet


143,016


140,547Investments in affiliates


82,088


59,792Other assets


47,281


43,716Total

$
304,389

$
271,176LIABILITIES AND STOCKHOLDERS' EQUITYCurrent LiabilitiesCurrent portion of long-term debt and capital lease obligations

$
1,939

$
1,631Trade accounts payable


11,921


15,776Other current liabilities


8,634


10,898Total current liabilities


22,494


28,305Non-Current LiabilitiesLong-term debt and capital lease obligations


103,527


60,077Accrued retirement benefits


29,383


29,349Other non-current liabilities


22,331


23,178Total non-current liabilities


155,241


112,604Commitments and Contingencies (Note 16)Stockholders' EquityCommon stock, no par value23,000,000 shares authorized, 7,959,850 and 7,959,154 issued and outstanding


34,218


34,168Additional paid-in capital


7,870


6,769Retained earnings


85,812


90,576Accumulated other comprehensive loss


(1,246
)

(1,246
)Stockholders' Equity


126,654


130,267Total

$
304,389

$
271,176


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 Ended6/30/08

6/30/07(in thousands
except share amounts)Operating RevenuesProduct revenues

$
10,268

$
30,332Service revenues


7,293


8,358Total Operating Revenues


17,561


38,690Operating Costs and ExpensesCost of product revenues


7,410


18,330Cost of service revenues


9,988


10,016Shipping and marketing


3,071


4,170General and administrative


8,182


8,234Pineapple restructuring charges (Note 17)





5,416Total Operating Costs and Expenses


28,651


46,166Operating Loss


(11,090
)

(7,476
)Equity in income of affiliates


12,024


2,225Interest expense


(550
)

(333
)Interest income


47


350Income (Loss) Before Income Taxes


431


(5,234
)Income Tax (Expense) Benefit


(159
)

1,724Net Income (Loss)


272


(3,510
)Retained Earnings, Beginning of Period


85,540


98,279Retained Earnings, End of Period

$
85,812

$
94,769Earnings (Loss) Per Common ShareBasic

$
0.03

$
(0.44
)Diluted

$
0.03

$
(0.44
)


See
accompanying Notes to Condensed Consolidated Financial Statements.

4

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

Six Months Ended6/30/08

6/30/07(in thousands
except share amounts)Operating RevenuesProduct revenues

$
25,540

$
80,419Service revenues


17,390


19,254Total Operating Revenues


42,930


99,673Operating Costs and ExpensesCost of product revenues


18,095


31,516Cost of service revenues


19,952


19,092Shipping and marketing


6,877


7,318General and administrative


18,352


19,899Pineapple restructuring charges (Note 17)





5,416Total Operating Costs and Expenses


63,276


83,241Operating Income (Loss)


(20,346
)

16,432Equity in income of affiliates


21,399


4,083Interest expense


(1,942
)

(1,044
)Interest income


202


641Income (Loss) Before Income Taxes


(687
)

20,112Income Tax (Expense) Benefit


219


(7,908
)Net Income (Loss)


(468
)

12,204Retained Earnings, Beginning of Period


90,576


82,765Cumulative 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)





(200
)Retained Earnings, End of Period

$
85,812

$
94,769Earnings (Loss) Per Common ShareBasic

$
(0.06
)
$
1.59Diluted

$
(0.06
)
$
1.58


See
accompanying Notes to Condensed Consolidated Financial Statements.

5

---





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

Six Months Ended6/30/08

6/30/07(in thousands)Net Cash Provided by (Used in) Operating Activities

$
(25,678
)
$
8,129Investing ActivitiesPurchases of property


(9,707
)

(14,210
)Contributions to affiliates


(7,756
)

Proceeds from disposal of property


3,870


37,583Other


(2,962
)

(5,596
)Net Cash Provided by (Used in) Investing Activities


(16,555
)

17,777Financing ActivitiesPayments of long-term debt and capital lease obligations


(10,935
)

(63,361
)Proceeds from long-term debt


54,100


29,150Stock option exercises


14


1,422Stock issuance





14,944Net Cash Provided by (Used in) Financing Activities


43,179


(17,845
)Net Increase in Cash and Cash Equivalents


946


8,061Cash and Cash Equivalents at Beginning of Period


1,991


1,143Cash and Cash Equivalents at End of Period

$
2,937

$
9,204


Supplemental
Disclosures of Cash Flow InformationInterest (net of amounts capitalized) of $1,769,000 and $995,000 was paid during the six months ended June 30, 2008
and 2007, respectively. Income taxes of ($2,410,000) and $277,000 were (refunded) paid during the six months ended June 30, 2008 and 2007, respectively.

Non-Cash
Investing Activities



6

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

6/30/08

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


5,501

$
1,112Real estate held for sale


3,255


3,255Merchandise, materials and supplies


7,936


6,801Total Inventories

$
16,692

$
11,168




7

---





Three Months Ended
June 30,

Six Months Ended
June 30,2008

2007

2008

2007Basic


7,957,850


7,925,228


7,960,435


7,674,202Diluted


8,013,194


7,925,228


7,960,435


7,745,694






8

---







Three Months Ended
June 30,

Six Months Ended
June 30,2008

2007

2008

2007(in thousands)Revenues

$
66,348

$
24,876

$
124,442

$
44,390Expenses


46,726


21,864


89,170


38,778Net Income

$
19,622

$
3,012

$
35,272

$
5,612


9

---







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

$
32.51Granted








Exercised


(500
)
$
27.25

$
10.07Forfeited or Cancelled


(36,000
)
$
33.46

$
13.85Outstanding at June 30, 2008


786,333

$
32.47

$
13.28


6.5

$
511Exercisable at June 30, 2008


437,437

$
31.27

$
12.95


5.6

$
332Expected to Vest at June 30, 2008(2)


262,322

$
33.99

$
13.70


7.7

$
179


---

10

---



Additional
stock option information for the six months ended June 30, 2008 and 2007 is as follows:

2008

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


n/a

$
13.36Intrinsic value of options exercised $(000)

$
4

$
759Cash received from option exercises $(000)

$
14

$
1,422Tax benefit from option exercises $(000)

$


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

$
1,149

$
1,128


For
the six months ended June 30, 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:

Expected life of options in years


6.5Expected volatility


31.5
%Risk-free interest rate


4.7
%Expected dividend yield





As
of June 30, 2008, there was $4,075,000 of total unrecognized compensation for awards granted under the stock option plans that is expected to be recognized over a weighted
average period of 1.7 years.

Restricted Stock

In the six months ended June 30, 2008, 84,000 shares of restricted stock were granted to certain directors and officers pursuant
to the 2006 Equity and Incentive Award Plan. The shares will vest subject to achievement of certain performance measures. In the first six months of 2008, 4,000 shares of restricted stock vested as
directors' service requirements were met. The weighted average grant-date fair value of restricted stock granted during the six months ended June 30, 2008 and 2007 was $24.42 and
$32.34, per share, respectively.

A
summary of the activity for restricted stock awards as of and for the six months ended June 30, 2008 is presented below:

Shares

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


146,795

$
34.39Granted


84,000

$
24.42Vested


(4,000
)
$
35.22Forfeited or Cancelled


(15,750
)
$
32.96Nonvested balance at June 30, 2008


211,045

$
31.18


11

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Three Months
Ended June 30,

Six Months
Ended June 30,2008

2007

2008

2007(in thousands)Pension BenefitsService cost

$
475

$
435

$
950

$
869Interest cost


856


848


1,712


1,697Expected return on plan assets


(944
)

(863
)

(1,888
)

(1,726
)Amortization of prior service cost


13


12


26


23Amortization of transition liability


5


6


10


12Recognized actuarial loss


56


156


112


312Contractual termination benefits





369





369Curtailment loss





27





27Net expense

$
461

$
990

$
922

$
1,583Other BenefitsService cost

$
79

$
76

$
158

$
151Interest cost


212


199


424


398Amortization of prior service cost





(8
)




(16
)Recognized actuarial (gain)


(96
)

(122
)

(192
)

(244
)Special termination benefits





36





36Curtailment (gain)





(138
)




(138
)Net expense

$
195

$
43

$
390

$
187






12

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Three Months Ended June 30,

Six Months Ended June 30,2008

2007

2008

2007(in thousands)Operating RevenuesAgriculture

$
5,274

$
13,224

$
13,735

$
26,970Resort


8,197


8,911


19,888


20,566Community Development


3,699


16,108


8,297


51,342Other


391


447


1,010


795Total Operating Revenues

$
17,561

$
38,690

$
42,930

$
99,673Operating Profit (Loss)(1)Agriculture

$
(4,594
)
$
(10,595
)
$
(10,241
)
$
(12,991
)Resort


(5,161
)

(2,766
)

(7,437
)

(3,670
)Community Development


10,975


8,116


19,056


37,211Other


(286
)

(6
)

(325
)

(35
)Total Operating Profit (Loss)


934


(5,251
)

1,053


20,515Interest Expense


(550
)

(333
)

(1,942
)

(1,044
)Interest Income


47


350


202


641Income Tax (Expense) Benefit


(159
)

1,724


219


(7,908
)Net Income (Loss)

$
272

$
(3,510
)
$
(468
)
$
12,204






13

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14

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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
namesMaui Gold®andHawaiian Gold. 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 Kapalua 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 Kapalua Resort. We currently have approximately 227 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

15

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residential
and mixed use projects in West Maui and Upcountry Maui. This segment also includes the 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 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 June 30, 2008, the percentage completion of the six residential buildings ranged from approximately 29% to 86%.

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 second quarter of 2008, all of our business segments were negatively affected by the rising price of energy, recent airline
closures and continuing stress in the financial markets. Real estate sales have slowed considerably; and while a sizable portion of our guests at Kapalua Resort are at the higher end of the visitor
market and thus less affected by general economic conditions, Kapalua Resort was impacted by the reduced visitor counts to Maui and to the State of Hawaii. In our pineapple

16

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operations,
rapidly rising energy prices affected the cost of fertilizers, packaging and other materials, and the cost of transporting fruit to markets, and fruit, equipment and employees between our
locations. In May 2008, we launched an initiative to identify savings through elimination of redundancies and through structural changes to gain efficiencies that will help us to thrive in this new
economic environment. Pursuant to this initiative and the change in our pineapple operations as discussed in Note 17 above, on July 25, 2008, we began to restructure our businesses and
announced the reduction of 274 positions.

Some
of our other second quarter of 2008 significant transactions and events included the following:



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 June 30, 2008 compared to Three Months Ended June 30, 2007

CONSOLIDATED

Three Months Ended June 30,2008

2007

change(in millions, except
share amounts)Consolidated Revenues

$
17.6

$
38.7

$
(21.1
)Net Income (Loss)

$
0.3

$
(3.5
)
$
3.8Basic Earnings (Loss) Per Common Share

$
0.03

$
(0.44
)
$
0.47


We
reported net income of $272,000 ($.03 per share) for the second quarter of 2008 compared to a net loss of $3.5 million ($.44 per share) for the second quarter of 2007.
Consolidated revenues for the

17

---



second
quarter of 2008 were $17.6 million compared to $38.7 million for the second quarter of 2007. Increased income from our equity in Kapalua Bay Holdings, LLC in the second
quarter of 2008 more than offset lower results from the sale of real estate, and from our Agriculture and Resort segments. The second quarter of 2007 also included $5.4 million of direct
restructuring charges related to our pineapple operations.



Consolidated general and administrative expenses of $8.2 million for the second quarter of 2008 were approximately equal to the
second quarter of 2007.

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

Three Months Ended June 30,2008

2007

change(in millions)Salaries & wages

$
2.2

$
2.5

$
(0.3
)Employee incentives & stock compensation


0.6


1.0


(0.4
)Professional & other services


1.3


1.0


0.3Loss on asset disposal


0.6


0.1


0.5Other


3.5


3.6


(0.1
)Total

$
8.2

$
8.2

$



The
decrease in salaries & wages in the second quarter of 2008 compared to the second quarter of 2007 is due to a reduction in the number of employees in the Agriculture segment
and corporate services; and decreased incentive expense in 2008 reflects accruals that are based on attaining specific financial and other measures.

The
increase in professional services in the second quarter of 2008 reflects strategic planning and public relations initiatives in 2008.

Loss
on asset disposal for the second quarter of 2008 was primarily due to the write-off of excess equipment at Kapalua Resort.

Other
includes insurance, pensions and other fringe 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 $550,000 for the second quarter of 2008 compared to $333,000 for the second quarter of 2007. Interest incurred in
the second quarter of 2008 was $608,000, of which $58,000 was capitalized to construction projects. In the second quarter of 2007, interest incurred was $763,000, of which $430,000 was capitalized to
construction projects. Interest expense for the second quarter of 2008 includes a credit of $860,000 representing the change in the estimated fair value of the swap agreements entered into in January
2008 (see Note 13 to condensed consolidated financial statements). Higher interest expense in 2008 also reflects increased average borrowings in the second quarter of 2008 compared to the
second quarter of 2007. Our effective interest rate on borrowings was 5.0% in the second quarter of 2008 compared to 7.9% in the second quarter of 2007.

18

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AGRICULTURE

Agriculture

Three Months Ended June 30,2008

2007

change(in millions)Revenues

$
5.3

$
13.2

$
(7.9
)% of consolidated revenues


31
%

34
%Operating Loss

$
(4.6
)
$
(10.6
)
$
6.0


Revenues
for the Agriculture segment decreased by 60%, or $7.9 million, from $13.2 million for the second quarter of 2007 to $5.3 million for the second quarter of
2008, primarily due to a decrease in processed fruit sales. In the second quarter of 2007, processed fruit sales comprised approximately 39% of total revenues from the Agriculture segment. In the
second quarter of 2008, processed pineapple sales are comprised of juice sales only. The Agriculture segment produced an operating loss of $4.6 million for the second quarter of 2008 compared
to an operating loss of $10.6 million for the second quarter of 2007.

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 operating loss for the second quarter of 2007 includes $5.4 million of direct charges related to the restructuring of our pineapple operations. Continued operating
losses in 2008 reflect
issues at our fresh fruit packing facility and weather-related problems that affected the quality of our fresh product as well as increased costs of operations.



The case volume of fresh pineapple sales was lower by 44% for the second quarter of 2008 and revenue per case sold was lower by 2% in
2008 compared to the second quarter of 2007. Lower case sales volume and pricing in the second quarter of 2008 were due to delayed ripening of the fruit and product quality issues that resulted in the
disposal of significant quantities of product.

The
Agriculture segment cost of sales was lower by approximately 53% in the second quarter of 2008 compared to the second quarter of 2007, largely as a result of the lower sales volume
of fresh and processed product, 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, because of lower production volumes and fixed costs, and due to disposal of fruit as a result of quality problems. 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 decreased by 51% in the second quarter of 2008 compared to the second quarter of 2007 primarily because of lower volume of sales, partially offset by higher
average per unit shipping cost. Average shipping cost increased in 2008 because it was necessary to ship more products by air freight rather than by ocean transportation to compensate for the delayed
ripening of fruit.

19

---



RESORT

Three Months Ended June 30,2008

2007

change(in millions)Revenues

$
8.2

$
8.9

$
(0.7
)% of consolidated revenues


47
%

23
%Operating Loss

$
(5.2
)
$
(2.8
)
$
(2.4
)


Resort
segment revenues decreased by 8% or $0.7 million, from $8.9 million in the second quarter of 2007 to $8.2 million for the second quarter of 2008. The Resort
segment reported an operating loss of $5.2 million for the second quarter of 2008 compared to an operating loss of $2.8 million for the second quarter of 2007. Increased operating and
marketing expenses in the second quarter of 2008, in particular for our new Mountain Outpost and Adventure Center activities, and reduced visitor arrivals and occupancy at the Resort were the primary
reasons for the increased operating loss compared to the second quarter of 2007.



Revenues from golf operations decreased by approximately 25% in the second quarter of 2008 compared to the second quarter of 2007 as a
result of a decrease in paid rounds of golf, which was partially offset by an approximately 3% increase in average green and cart fees. Revenues from the Kapalua Villas were also less in the second
quarter of 2008 compared to the second quarter of 2007 reflecting a 22% decrease in occupied rooms and a 6% lower average room rate. There were approximately 6% fewer rooms available in the second
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 second quarter of
2008 were approximately 5% higher than the second quarter of 2007.

COMMUNITY DEVELOPMENT

Three Months Ended June 30,2008

2007

change(in millions)Revenues

$
3.7

$
16.1

$
(12.4
)% of consolidated revenues


21
%

42
%Operating Profit

$
11.0

$
8.1

$
2.9


The
Community Development segment reported an operating profit of $11.0 million for the second quarter of 2008 compared to $8.1 million for the second quarter of 2007.
Revenues from this operating segment were $3.7 million for the second quarter of 2008 compared to $16.1 million for the second quarter of 2007. The reduction in revenues reflect lower
revenues from real estate sales in the second quarter of 2008, while the increased operating profit reflect increased income from Kapalua Bay Holdings, LLC.

Operating
profit includes our equity in the income of Kapalua Bay Holdings, LLC, which was $12.0 million in the second quarter of 2008 compared to $2.2 million in
the second 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 29% to 86% as of the end of June 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

20

---



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 second quarter of 2008, we sold approximately 59 acres of Upcountry Maui land that was considered non-core to our
operations and recognized revenues of $1.8 million and pre-tax profit of approximately $1.7 million. In the second quarter of 2007, we sold approximately 181 acres of
non-core land in Upcountry Maui and recognized revenues and pre-tax profit of approximately $2.8 million.

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 second quarter of 2008. We account for revenues and profit from this project 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 second quarter of 2007, five lot sales closed escrow and we recognized revenues
of $9.9 million.

Six Months Ended June 30, 2008 compared to Six Months Ended June 30, 2007

CONSOLIDATED

Six Months Ended June 30,2008

2007

change(in millions, except
share amounts)Consolidated Revenues

$
42.9

$
99.7

$
(56.8
)Net Income (Loss)

$
(0.5
)
$
12.2

$
(12.7
)Basic Earnings (Loss) Per Common Share

$
(0.06
)
$
1.59

$
(1.65
)


We
reported a net loss of $468,000 ($.06 per share) for the first six months of 2008 compared to net income of $12.2 million ($1.59 per share) for the same period in 2007.
Consolidated revenues for the first six months of 2008 were $42.9 million compared to $99.7 million for the first six months of 2007. Lower revenues primarily reflect a reduction in real
estate sales in 2008 and cessation of the sale of solid-pack pineapple products in the second half of 2007. Increased income from our equity interest in Kapalua Bay Holdings, LLC
partially offset lower revenues and operating profit from our business segments.



Consolidated general and administrative expenses decreased by 8%, or $1.5 million to $18.4 million for the first six
months of 2008 from $19.9 million for the first six months of 2007.

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

Six Months Ended June 30,2008

2007

change(in millions)Salaries & wages

$
4.6

$
5.1

$
(0.5
)Employee incentives & stock compensation


1.3


4.3


(3.0
)Professional & other services


3.0


3.2


(0.2
)Loss on asset disposal


1.7


0.1


1.6Other


7.8


7.2


0.6Total

$
18.4

$
19.9

$
(1.5
)


21

---



General
and administrative salaries & wages were lower in the first six months of 2008 compared to the same period in 2007 due to a reduction in the number of employees in the
Agriculture segment and in corporate services.

The
decrease in employee incentives and stock compensation was primarily due to restricted stock vesting in 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 six months of 2008 compared to the first six months of 2007.

Loss
on asset disposals primarily includes assets from the Agriculture segment related to the continuing restructuring of that business and the write-off of excess equipment
at Kapalua Resort.

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 the operating segments. Such allocations are consistent with our management's evaluation of services provided to the operating segments.



Interest expense was $1.9 million for the first six months of 2008 compared to $1.0 million for the first six months of
2007. Interest incurred in the first six months of 2008 was $2.2 million of which $258,000 was capitalized to construction projects. In the first six months of 2007, interest incurred was
$1.8 million of which $792,000 was capitalized to construction projects. Interest expense for the first six months of 2008 includes a credit of $339,000 representing the change in the estimated
fair value of the swap agreements entered into in January 2008 (see Note 13 to condensed consolidated financial statements). Our effective interest rate on borrowings was 5.2% for the first six
months of 2008 compared to 7.8% for the first six months of 2007. The increase in interest expense was due primarily to higher average borrowings in the first six months of 2008.

AGRICULTURE

Six Months Ended June 30,2008

2007

change(in millions)Revenues

$
13.7

$
27.0

$
(13.3
)% of consolidated revenues


32
%

27
%Operating Loss

$
(10.2
)
$
(13.0
)
$
2.8


The
Agriculture segment produced an operating loss of $10.2 million for the first six months of 2008 compared to an operating loss of $13.0 million for the first six months
of 2007. Revenues for the first six months of 2008 were $13.7 million or 49% lower than the first six months of 2007, primarily due to a reduction in sales of processed products. In the first
six months of 2007, processed pineapple sales comprised approximately 46% of total revenues from the Agriculture segment. Effective as of June 30, 2007, we ceased the production of
substantially all solid-packed pineapple products (see Note 17 to condensed consolidated financial statements). Therefore, in the first six months of 2008, processed pineapple sales are
comprised solely of juice sales.

22

---



The
operating loss for the first six months of 2007 includes approximately $5.4 million of direct charges related to the restructuring of our pineapple operations. Continued
operating losses in 2008 reflect issues at our fresh fruit packing facility and weather-related problems that affected the quality of our fresh product as well as increased our cost of operations.



The case volume of fresh pineapple sales decreased by approximately 8% in the first six months of 2008 compared to the first six months
of 2007, and revenue per case was lower by approximately 9% in the first six months of 2008 compared to the first six months of 2007. Lower case sales volume and pricing in 2008 were due to delayed
ripening of the fruit and product quality issues that prevented us from achieving optimum pricing and resulted in the disposal of significant volume of product.

The
Agriculture segment cost of sales was lower by approximately 38% in the first six months of 2008 compared to the first six months of 2007, largely as a result of the lower sales
volume of fresh and processed product, 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, because of lower production volumes and fixed costs, and due to disposal of fruit as a result of quality problems. 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 decreased by 27% in the first six months of 2008 compared to the first six months of 2007 primarily because of lower volume of sales, partially offset by
higher average per unit shipping cost. Average shipping cost increased in 2008 because it was necessary to ship more products by air freight rather than by ocean transportation to compensate for the
delayed ripening of fruit.

RESORT

Six Months Ended June 30,2008

2007

change(in millions)Revenues

$
19.9

$
20.6

$
(0.7
)% of consolidated revenues


46
%

21
%Operating Loss

$
(7.4
)
$
(3.7
)
$
(3.7
)


The
Resort segment reported an operating loss of $7.4 million for the first six months of 2008 compared to an operating loss of $3.7 million for the first six months of
2007. Resort segment revenues were $19.9 million or 3% lower for the first six months of 2008 compared to the same period in 2007. A reduction in rounds of golf primarily because of the closure
of the Village Course at the end of February 2007, and operating and marketing expense for our new Mountain Outpost and Adventure Center activities in 2008 were largely responsible for the increased
operating loss.



Revenues from golf operations decreased by approximately 20% in the first six months of 2008 compared to the first six months of 2007
as a result of a decrease in paid rounds of golf, which was partially offset by an approximately 8% increase in average green and cart fees. Revenues from the Kapalua Villas were also less in the
first six months of 2008 compared to the first six months of 2007 reflecting an 8% decrease in occupied rooms, partially offset by 3% increase in average room rate. There were approximately 6% fewer
rooms available in the first six months 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 six months of 2008 were approximately 3% higher than the same period in 2007.

23

---



COMMUNITY DEVELOPMENT

Six Months Ended June 30,2008

2007

change(in millions)Revenues

$
8.3

$
51.3

$
(43.0
)% of consolidated revenues


19
%

51
%Operating Profit

$
19.1

$
37.2

$
(18.1
)


The
Community Development segment reported an operating profit of $19.1 million for the first six months of 2008 compared to $37.2 million for the first six months of 2007.
Revenues from this operating segment decreased by $43.0 million to $8.3 million for the first half of 2008 compared to $51.3 million for the first half of 2007. The reduction in
revenues primarily reflects our sale of the land underlying the Ritz-Carlton, Kapalua hotel in March 2007 (see Note 10 to condensed consolidated financial statements).

Our
equity in the income of Kapalua Bay Holdings, LLC was $21.4 million in the first six months of 2008 compared to $4.1 million in the first six months of 2007. In
2007, the joint venture began to recognize revenues and profits on a percentage-of-completion method from the sales of whole and fractional residential condominiums. Accordingly, in 2007, the Company
began to recognize a proportionate amount of the unrealized appreciation of the fair value of the land and other
non-monetary contributions to Kapalua Bay Holdings, LLC and other deferred costs related to the joint venture. See Note 9 to condensed consolidated financial statements.



In the first six months of 2008, we sold approximately 111 acres of Upcountry Maui land that was considered non-core to our
operations and recognized revenues of $4.4 million and pre-tax profit of approximately $4.1 million. In the first six months of 2007, we sold approximately 338 acres of
non-core Upcountry Maui property in two land sales transactions and recognized revenues and pre-tax gains of approximately $6.8 million from those land sales. In
addition, in March 2007 we sold the approximately 49 acres of land underlying the Ritz-Carlton, Kapalua hotel and recognized 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 June 30, 2008. We account for revenues and profit from this project 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 six months of 2007, seven lot sales closed escrow and we recognized revenues of $14.7 million.

LIQUIDITY AND CAPITAL RESOURCES



At June 30, 2008, our total debt, including capital leases, was $105.5 million, compared to $61.7 million at
December 31, 2007. The increase in outstanding debt in the first six 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 June 30, 2008, we had available credit lines of $30 million.

On
July 28, 2008, we issued $40 million in aggregate principal amount of senior secured convertible notes. The proceeds from this financing were used to re-pay
$28,000,000 of debt under our revolving lines of credit with interest rates that floated with the prime rate (currently 5%) and a $9.7 million, 6.93% fixed rate term loan that matured through
2026. The convertible notes bear interest

24

---



at
5.875% per annum. At the option of the holders of the notes, the notes are convertible into Common Stock. The initial conversion price is $33.50 per share, subject to reset on the date that is
18 months following closing, but not below $30.00 per share. The conversion price is also subject to other customary adjustments. We have certain mandatory conversion rights after
July 28, 2010. The convertible debt is secured by specified assets.

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 six months of 2008, consolidated net cash used in operating activities was $25.7 million compared to net cash
provided by operating activities of $8.1 million for the first six months of 2007. By operating segment, these cash flows were approximately as follows:

Six Months Ended
June 30,2008

2007(in millions)Agriculture

$
(12.5
)
$
(0.9
)Resort


(5.9
)

(3.2
)Community Development


(7.9
)

13.6Interest, taxes and other


0.6


(1.4
)Total

$
(25.7
)
$
8.1


Cash
used in operating activities in the first six months of 2008 largely reflect (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 see Real 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 since the end of 2007.

In
the first six months 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 $19.8 million.



In the first six months of 2008, we sold approximately 111 acres of Upcountry Maui land that were considered non-core to
our business, which resulted in net sales proceeds of $4.4 million including a short-term promissory note for $1.0 million. Cash proceeds of $2.5 million from these
sales remained on deposit with a qualified exchange intermediary at June 30, 2008, in anticipation of reinvestment on a tax-deferred basis under Section 1031 of the Internal
Revenue Code.

25

---





In the first six months 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 to condensed consolidated financial statements).



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 $1.2 million
in 2008. Capital expenditures for 2008 are expected to include approximately $0.5 million for upgrades and additions to information systems.

Expenditures
in 2008 for the Community Development segment capital projects and deferred development costs are expected to be up to approximately $12.4 million. Additional project
spending will 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.

26

---



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 approximately
$0.3 million as of June 30, 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 six months of 2008 that has materially affected or is reasonably likely to materially affect our internal control over
financial reporting.

27

---





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. The following risk factors are
in addition to or materially amend the risk factors previously disclosed in our Form 10-K filed for the year ended December 31, 2007, but are not a complete list of all risk
factors.

Because we are located in Hawaii and therefore apart from the mainland United States, we are more sensitive to certain economic factors, such as increased fuel and travel
costs, which may adversely impact and materially affect our business, financial condition and results of operations.

Our Community Development segment and the Resort segment are dependent on attracting visitors to the Kapalua Resort, to Maui, and the
State of Hawaii as a whole. Economic factors that affect the number of visitors, their length of stay or expenditure levels will affect our financial performance. Factors such as the recent
substantial increases in the cost of energy, including fuel costs, and events in the airline industry that reduce passenger capacity or increase traveling costs, including the recent cessation of
operations of two airlines that provided significant service to the Hawaiian market, could reduce the number of visitors to the Kapalua Resort and negatively affect a potential buyer's demand for our
ongoing and future property developments, each of which could have a material adverse impact on our business, financial condition and results of operations. If the cost of energy, including fuel
costs, continue to increase at the rate and at the pace as they recently have, it is likely that our business, financial condition and results of operations will be adversely impacted. In addition,
the threat, or perceived threat, of heightened terrorist activity in the United States or other geopolitical events, or the spread of contagious diseases, such as Avian Flu or SARS, could negatively
affect a potential visitor's choice of vacation destination or second home location and as a result, have a material adverse impact on our business, financial condition and results of operations.

We are involved in joint ventures and are subject to risks associated with joint venture relationships.

We are involved in partnerships, joint ventures and other joint business structures relationships, and may initiate future joint
venture projects. We currently have, among others, a 51% interest in Bay Holdings, the joint venture that is constructing The Residences at Kapalua Bay, and a 16% interest in the joint venture that
owns and operates the Ritz-Carlton, Kapalua hotel.

A
joint venture involves certain risks such as:



28

---





In
connection with our joint venture projects, we may be asked to guarantee the joint venture's obligations, or to indemnify third parties in connection with a joint venture's
contractual arrangements. If we were to become obligated under such arrangement or become subject to the risks associated with joint venture relationships, our business, financial condition and
results of operations may be adversely affected.

Changes in weather conditions or natural disasters could adversely impact and materially affect our business, financial condition and results of operations.

Changes in weather conditions and natural disasters, such as earthquakes, droughts, extreme cold or pestilence, may affect the
planting, growing and delivery of crops, reduce sales stock, interrupt distribution of our products, and have a material adverse impact on our Agriculture segment, which could adversely impact our
business, financial condition and results of operations. Natural disasters could also damage our resort and real estate holdings, resulting in
substantial repair or replacement costs to the extent not covered by insurance, a reduction in property values, or a loss of revenue, each of which could have a material adverse impact on our
business, financial condition and results of operations. Our competitors may be affected differently by such changes in weather conditions or natural disasters depending on the location of their
supplies or operations.

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

On May 12, 2008, the annual meeting of our shareholders was held. Proxies for the meeting were solicited pursuant to
Regulation 14A under the Securities Exchange Act of 1934. The number of outstanding shares as of March 12, 2008, the record date of the annual meeting, was approximately 8,178,395. The
results of the voting were as follows:

Proposal
1:    Election of Class Three Directors for a three-year term:

Shares Voted For

Shares WithheldJohn H. Agee


7,688,358


118,692Warren H. Haruki


7,688,862


118,188Duncan MacNaughton


7,688,558


118,492


Proposal
2:    Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year 2008:

Shares voted for:


7,772,336Shares voted against:


22,277Shares abstained:


12,437


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

The
terms of the following members of our Company's Board of Directors continued after the annual meeting: David C. Cole, Walter A. Dods, Miles R. Gilburne, David A. Heenan, Kent T.
Lucien and Fred E. Trotter III.

29

---



Item 6.    Exhibits

The following exhibits are filed herewith:

(18)



Letter re Change in Accounting Principal18.1

Preferability Letter of Deloitte & Touche LLP, Independent Registered Public Accounting Firm, dated August 7, 2008(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.


30

---





SIGNATURE

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

MAUI LAND & PINEAPPLE COMPANY, INC.August 7, 2008
Date



/s/ROBERT I. WEBBERRobert I. Webber Chief Operating Officer, Chief Financial
Officer & Executive Vice President(Principal Financial Officer)


31

---





EXHIBIT INDEX

Exhibit Number

Description18.1

Preferability Letter of Deloitte & Touche LLP, Independent Registered Public Accounting Firm, dated August 7, 2008.(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)


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