2000 LOAN MODIFICATION AGREEMENT

     THIS  AGREEMENT  is effective as of June 30,  2000,  by  and
among  MAUI  LAND & PINEAPPLE COMPANY, INC., a Hawaii corporation
(the  "Borrower"),  BANK OF HAWAII, a Hawaii banking  corporation
("BOH"),  FIRST  HAWAIIAN  BANK,  a  Hawaii  banking  corporation
("FHB"),  CENTRAL  PACIFIC  BANK, a  Hawaii  banking  corporation
("CPB")  (BOH, FHB and CPB are each sometimes called  a  "Lender"
and  collectively called the "Lenders"), and BANK OF  HAWAII,  as
Agent for the Lenders to the extent and in the manner provided in
the  Loan  Documents described below and in the Agency  Agreement
described  in  the  Loan  Agreement  described  below  (in   such
capacity, the "Agent"),

                      W I T N E S S E T H:

     WHEREAS,  the  Borrower, the Lenders and  Bank  of  America,
National  Trust and Savings Association ("BOA") (the Lenders  and
BOA are collectively called the "Original Lenders") and the Agent
are  parties  to that certain Revolving and Term Loan  Agreement,
dated  as  of  December  31, 1992, as amended  by  a  First  Loan
Modification   Agreement,  dated  as  of  March  1,   1993,   and
supplemented by letter agreements dated April 30, 1993  and  June
24,  1993,  and  further  amended  by  Second  Loan  Modification
Agreement,  dated September 8, 1993, by a Third Loan Modification
Agreement,   dated  September  30,  1993,  by   a   Fourth   Loan
Modification  Agreement, dated March 8, 1994,  by  a  Fifth  Loan
Modification Agreement, dated effective as of December 31,  1994,
by  a  Sixth Loan Modification Agreement, dated effective  as  of
March  31,  1995,  and  by a Seventh Loan Modification  Agreement
dated effective as of December 31, 1995, each among the Borrower,
the   Original  Lenders  and  the  Agent  (as  so   amended   and
supplemented, the "Original Loan Agreement");

     WHEREAS,  the  Original Loan Agreement and the  other  "Loan
Documents"  referred  to  therein, as respectively  amended,  set
forth  the  terms and conditions upon which the Original  Lenders
(i)  have  made available to the Borrower the Revolving Loans  in
the  original aggregate principal amount of up to $40,000,000  at
any  one  time outstanding (subject to mandatory reduction,  from
time  to time, of such aggregate principal amount available)  and
(ii)  shall make available to the Borrower the Term Loans  in  an
amount  up  to  the aggregate principal amount of  the  Revolving
Loans  outstanding upon expiration of the Revolving Loan  Period,
all as more particularly described therein;

     WHEREAS,  the  parties  hereto  entered  into  that  certain
Amended  and  Restated Revolving Credit and Term  Loan  Agreement
dated  December  4,  1996, as amended by letter  agreement  dated
February  21,  1997, by First Loan Modification  Agreement  dated
December  31,  1997,  and  by Second Loan Modification  Agreement
dated March 17, 1998 (as so amended, the "First Restatement");

     WHEREAS,  the  parties  hereto  entered  into  that  certain
Amended  and  Second  Restated Revolving  Credit  and  Term  Loan
Agreement dated as of December 4, 1998 (the "Second Restatement")
to,  among  other  things, establish a development  line  in  the
aggregate  principal  amount of $15,000,000,  being  the  Village
Course   Facility  more  particularly  described  in  the  Second
Restatement;

     WHEREAS, the Lenders having purchased the interests  of  BOA
under  the  Original Loan Agreement and the other Loan  Documents
referred  to  therein  (the  "BOA  Purchase"),  and  BOH   having
purchased  a  portion of the interest of FHB under  the  Original
Loan  Agreement, as amended by the First Restatement and  by  the
Second  Restatement (the Original Loan Agreement as the same  has
been  and  may  hereafter be amended, the "Loan Agreement"),  and
under the other Loan Documents referred to in the Loan Agreement,
the  respective "Individual Loan Commitment Percentage"  of  each
Lender is now as follows:

     (1)  BOH's Individual Loan Commitment Percentage is equal to
53.667%  with  respect  to the Original  Facility  and  50%  with
respect to the Village Course Facility;

     (2)  FHB's Individual Loan Commitment Percentage is equal to
33.333%  with  respect to the Original Facility and 33.333%  with
respect to the Village Course Facility; and

     (3)  CPB's Individual Loan Commitment Percentage is equal to
13%  with  respect  to  the Original Facility  and  16.667%  with
respect to the Village Course Facility;

     WHEREAS, the Aggregate Loan Commitment with respect  to  the
Original  Facility  having  been  reduced  to  $15,000,000,   the
respective  Individual Loan Commitments of  the  Lenders  are  as
follows:

     (1)  BOH's Individual Loan Commitment is equal to $8,050,000
with  respect to the Original Loan Facility, subject  to  further
permanent  reduction  from time to time in  accordance  with  the
terms  of the Loan Agreement, and $7,500,000 with respect to  the
Village Course Facility;

     (2)  FHB's Individual Loan Commitment is equal to $5,000,000
subject  to  further permanent reduction from  time  to  time  in
accordance  with the terms of the Loan Agreement, and  $5,000,000
with respect to the Village Course Facility; and

     (3)    CPB's   Individual  Loan  Commitment  is   equal   to
$1,950,000, subject to further permanent reduction from  time  to
time  in  accordance  with the terms of the Loan  Agreement,  and
$2,500,000 with respect to the Village Course Facility;

     WHEREAS,  the parties hereto entered into that certain  1999
Loan Modification Agreement dated as of December 30, 1999; and

     WHEREAS,  Borrower has requested a further  modification  of
the  Loan  Documents and Lenders are willing to accommodate  such
modification under the terms of this Agreement;

     NOW, THEREFORE, in consideration of the premises, the mutual
covenants   set  forth  herein  and  other  good   and   valuable
consideration,  the receipt and sufficiency of which  are  hereby
acknowledged,  the  Borrower, the Lenders and  the  Agent  hereby
agree as follows:

     1.   The Loan Documents are amended to conform to the following:

          (a)  Capital Expenditures.  Section 5.2(d) of the Loan Agreement
is amended to read as follows:

               (d)    Neither  the  Borrower  nor   any
          Subsidiary  will make any Capital Expenditure
          that  is  not approved in writing by  Lenders
          that   causes  Borrower  to  exceed  (on   an
          aggregated   basis)  the  following   Capital
          Expenditure  limits: $10,800,000  for  fiscal
          year  1998; $11,500,000 for fiscal year 1999;
          $15,250,000 for fiscal year 2000; $14,000,000
          for  fiscal  year  2001; and $12,000,000  for
          each   fiscal   year   thereafter.    Capital
          Expenditures  for work at the Village  Course
          at  Kapalua  (described  in  Section  5.1(n))
          shall  not  be  counted towards such  Capital
          Expenditure limits.  Capital Expenditures for
          the  Site  29 Project of up to $1,000,000  in
          the aggregate or that are approved in writing
          by  Lenders shall not be counted towards such
          Capital Expenditure limits.

          (b)  Current Ratio.  For the purpose of determining the Current
Ratio  for  the second, third and fourth quarters of fiscal  year
2000,  Current  Liabilities shall not  include  deferred  revenue
related  to  lot  sales  in the real estate development  projects
known as "Plantation Estates" and "Pineapple Hill Estates", built
or intended to be built on land identified as Tax Map Key (2) 4-2-
05:  1 through 14, inclusive, 44 and 45 and Tax Map Key (2)  4-2-
04: 24, respectively.

     2.   Upon execution of this Agreement and in consideration of
these amendments Borrower shall pay to the Agent, on demand,  for
distribution   to   the  Lenders  according  to   the   following
percentages,  a non-refundable fee in the amount of  $5,000:   to
BOH  51.83%  ($2,591.67); to FHB 33.33% ($1,666.67); and  to  CPB
14.84% ($741.66).

     3.   Capitalized terms used, but not defined, in this Agreement,
shall have the definitions stated in the Loan Agreement.

     4.   Borrower agrees that Borrower has no claims, defenses, or
offsets against the Lenders or the Agent with respect to said
credit facility or to the enforcement of the Loan Documents
arising prior to the date of this Agreement, and that Borrower
agrees that all such claims, defenses, and offsets are hereby
released.

     5.   The execution of this Agreement by the Borrower constitutes
the personal certification of the persons signing this Agreement
on behalf of the Borrower that, to the best of their knowledge,
the representations and warranties made in Article IV of the Loan
Agreement are true and correct as of the date of this Agreement.

     6.   In all other respects, the Loan Documents, as amended,
remain in full force and effect and the provisions of the Loan
Documents including, without limitation, all promises,
representations, warranties, covenants, and conditions, are
ratified and confirmed as of the date of this Agreement by the
parties hereto.

     7.   This Agreement is binding upon, and shall inure to the
benefit of, the parties hereto and their respective successors
and assigns.

     8.   The parties hereto agree that this instrument may be
executed in counterparts, each of which shall be deemed an
original, and said counterparts shall together constitute one and
the same agreement, binding all of the parties hereto,
notwithstanding all of the parties are not signatory to the
original or the same counterparts.  Duplicate unexecuted pages of
the counterparts may be discarded and the remaining pages
assembled as one document.

     To  signify their agreement, the parties have executed  this
Agreement as of the date first written above.

MAUI  LAND & PINEAPPLE          BANK  OF  HAWAII, individually
COMPANY INC.                    and as Agent


By: /S/PAUL J. MEYER             By: /S/DEREK CHANG
  Its Executive Vice               Its  Assistant Vice President
      President/Finance

By: /S/GARY L. GIFFORD           FIRST HAWAIIAN BANK
  Its President & CEO
                                 By: /S/LANCE A. MIZUMOTO
                                   Its Vice President

                                 CENTRAL PACIFIC BANK

                                 By: /S/ALAN TAMANAHA
                                   Its Vice President