MAUI LAND & PINEAPPLE COMPANY, INC.
                               
             EXECUTIVE DEFERRED COMPENSATION PLAN
                               
               (Effective as of October 1, 1998)







             MAUI LAND & PINEAPPLE COMPANY, INC.
             EXECUTIVE DEFERRED COMPENSATION PLAN

                      TABLE OF CONTENTS

                                                           Page


ARTICLE 1.  DEFINITIONS, GENDER, AND NUMBER                   1
     1.1. Definitions                                         1

ARTICLE 2.  PARTICIPATION                                     4
     2.1. Who May Participate                                 4
     2.2. Termination of Participation                        4
     2.3. Relationship to Other Plans                         4
     2.4. Missing Persons                                     4

ARTICLE  3.  ESTABLISHMENT OF ACCOUNT, CONTRIBUTIONS TO ACCOUNT
     AND CREDITING GAINS AND LOSSES TO ACCOUNT                5
     3.1  Establishment of Account                            5
     3.2. Deferrals                                           5
     3.3. Crediting Rate                                      6

ARTICLE 4.  VESTING OF ACCOUNT                                6

ARTICLE 5.  DISTRIBUTION OF BENEFITS                          6
     5.1. Timing of Distributions                             6
     5.2. Method of Distribution                              6
     5.3. Death Benefits                                      7
     5.4. Acceleration of Distributions                       8
     5.5. Hardship Withdrawals                                8
     5.6. Claims Procedure                                    8

ARTICLE 6.  FUNDING                                           9
     6.1. Source of Benefits                                  9
     6.2. No Claim on Specific Assets                         9

ARTICLE 7.  ADMINISTRATION                                   10
     7.1. Administration                                     10
     7.2. Powers and Duties of the Committee                 10
     7.3. Actions of the Committee                           11
     7.4. Delegation                                         11
     7.5. Reports and Records                                11

ARTICLE 8.  AMENDMENTS AND TERMINATION                       12
     8.1. Amendments                                         12
     8.2. Termination                                        12

ARTICLE 9.  MISCELLANEOUS                                    12
     9.1. No Guarantee of Employment or Entitlement 
           to Base Salary or Bonus                           12
     9.2. Release                                            13
     9.3. Notices                                            13
     9.4. Non-alienation                                     13
     9.5. Tax Liability                                      13
     9.6. Captions                                           13
     9.7. Applicable Law                                     13



              MAUI LAND & PINEAPPLE COMPANY, INC.
             EXECUTIVE DEFERRED COMPENSATION PLAN


          Maui  Land  &  Pineapple  Company,  Inc.  ("Company")
hereby  establishes, effective October 1, 1998, a  nonqualified
deferred compensation plan for the benefit of certain employees
of the Company and its subsidiaries ("Subsidiaries"). This plan
shall  be  known  as  the Maui Land & Pineapple  Company,  Inc.
Executive Deferred Compensation Plan ("Plan").

          The   Plan  is  intended  to  be  an  unfunded   plan
maintained  primarily  for the purpose  of  providing  deferred
compensation  for  a  select  group  of  management  or  highly
compensated   employees  as  described  in   Sections   201(2),
301(a)(3)  and  401(a)(l)  of  the Employee  Retirement  Income
Security Act of 1974, as amended ("ERISA").

          The  obligation of the Company to make payments under
the  Plan  constitutes  an unsecured (but legally  enforceable)
promise  of  the Company to make such payments and  no  person,
including any Participant or Beneficiary under the Plan,  shall
have  any lien, prior claim or other security interest  in  any
property of the Company as a result of the Plan.


         ARTICLE 1.  DEFINITIONS, GENDER, AND NUMBER

     1.1.   Definitions.   Whenever  used  in  the  Plan,   the
following  words and phrases shall have the meanings set  forth
below  unless the context plainly requires a different meaning,
and   when  a  defined  meaning  is  intended,  the   term   is
capitalized.

          a.    "Account" means the record of amounts  credited
     by  the Company on its books on behalf of a Participant to
     measure  and determine the amount of deferred compensation
     to  be  paid  to the Participant or his or her Beneficiary
     under the Plan.

          b.    "Annual Incentive Plan" means the Maui  Land  &
     Pineapple Company, Inc. Annual Incentive Plan.

          c.   "Base Salary" of a Participant for any Plan Year
     means  the  total salary and wages paid by the Company  to
     such  individual for such Plan Year. "Base  Salary"  shall
     exclude  any other remuneration paid by the Company,  such
     as bonuses (including the Bonus under the Annual Incentive
     Plan),   commissions,   overtime   pay,   stock   options,
     distributions   of   compensation   previously   deferred,
     restricted   stock,  allowances  for  expenses  (including
     moving,  travel expenses, and automobile allowances),  and
     fringe benefits whether payable in cash or in a form other
     than  cash.  In  the  case  of  an  individual  who  is  a
     participant  in a plan sponsored by the Company  which  is
     described in Section 401(k) or 125 of the Code,  the  term
     "Base  Salary"  shall include any amount  which  would  be
     included  in  the definition of Base Salary  but  for  the
     individual's election to reduce his or her Base Salary and
     have the amount of the reduction contributed to or used to
     purchase benefits under such plan.

          d.     "Beneficiary"  or  "Beneficiaries"  means  the
     persons  or trusts designated by a Participant in  writing
     pursuant  to Section 5.3(c) of the Plan as being  entitled
     to receive any benefit payable under the Plan by reason of
     the  death  of a Participant, or, in the absence  of  such
     designation,  the  individuals  or  entities  entitled  to
     receive  such benefits pursuant to Section 5.3(d)  of  the
     Plan.

          e.     "Board  of  Directors"  means  the  Board   of
     Directors  of  the Company as constituted at the  relevant
     time.

          f.     "Bonus"  means  compensation  paid  under  the
     provisions of the Annual Incentive Plan.

          g.    "Code" means the Internal Revenue Code of 1986,
     as  amended  from time to time and any successor  statute.
     References to a Code section shall be deemed to be to that
     section or to any successor to that section.

          h.    Committee"  means the Administrative  Committee
     appointed  by   the Board of Directors to  administer  the
     Plan.

          i.    "Company" means Maui Land & Pineapple  Company,
     Inc., a Hawaii Corporation.

          j.    Effective  Date" means the date on  which  this
     Plan becomes effective, October 1, 1998.
          
          k.    "Eligible Employee" means an employee  who  has
     been designated by the Committee and approved by the Board
     of Directors, pursuant to Section 2.1, as eligible to make
     contributions to the Plan.  As of the Effective  Date  the
     employees listed on Exhibit A shall be Eligible Employees,
     and  such Exhibit A shall be revised from time to time  in
     order to reflect all current Eligible Employees.

          l.    ERISA  means  the  Employee  Retirement  Income
     Security Act of 1974, as amended.

          m.    "Participant" means an individual who has  been
     designated by the Committee and approved by the  Board  of
     Directors  as  an  Eligible Employee and  has  elected  to
     participate in the Plan.

          n.   "Plan" means the "Maui Land & Pineapple Company,
     Inc.  Executive Deferred Compensation Plan," as set  forth
     herein  and  as may be amended or restated  from  time  to
     time.

          o.    "Plan  Administrator"  means  the  Company  (as
     defined in Section 3(16)(A) of ERISA and Section 414(g) of
     the  Code)  for  purposes of the reporting and  disclosure
     requirements of ERISA and the Code.

          p.   "Plan Year" means the short Plan Year October 1,
     1998,  through  December  31, 1998,  and  each  January  1
     through December 31 thereafter.

          q.    "Rabbi  Trust" means a Trust created  specially
     for the Trust Assets for the Plan.

          r.    "Subsidiaries"  means Maui  Pineapple  Company,
     Ltd. and Kapalua Land Company, Ltd.

          s.    "Trust" means the Trust Agreement for the  Maui
     Land   &   Pineapple  Company,  Inc.  Executive   Deferred
     Compensation Plan, created for the transfers of assets  to
     a trustee for the benefit of the Participants.

          t.   "Trust Agreement" means an agreement between the
     Company  and  the  Trustee  establishing  the  Trust   and
     specifying the duties of the Trustee.

          u.    "Trust  Assets" means the assets  held  in  the
     Trust for the benefit of the Participants.

          v.    "Trustee"  means the Trustee appointed  by  the
     Board of Directors to hold the Trust Assets.


                  ARTICLE 2.  PARTICIPATION

     2.1.  Who  May  Participate.   Subject  to  the  Board  of
Directors' approval, the Committee shall designate from time to
time  those Eligible Employees of the Company who are  eligible
to  make  contributions to the Plan.  The Committee shall  have
complete  discretion in making this determination subject  only
to  the requirements that an Eligible Employee must be a member
of a select group of management or highly compensated employees
within  the meaning of Sections 201(2), 301(a)(3) and 401(a)(1)
of ERISA.

          An  Eligible  Employee shall become a Participant  in
the  Plan  by  (a) completing and submitting to the  Company  a
deferral  election at the time and in the manner  specified  by
the Committee, and (b) complying with such terms and conditions
as  the  Committee  may  from time to time  establish  for  the
implementation of the Plan, including, but not limited to,  any
condition  the Committee may deem necessary or appropriate  for
the Company to meet its obligations under the Plan.

     2.2.  Termination  of  Participation.   Once  an  Eligible
Employee  has  become a Participant in the Plan,  participation
shall continue until the first to occur of (a) payment in  full
of  all  benefits  to which the Participant or  Beneficiary  is
entitled  under  the  Plan,  (b) the  occurrence  of  an  event
specified in Section 2.4 which results in loss of benefits,  or
(c)  termination of the individual's participation pursuant  to
Section 8.2.

     2.3.  Relationship to Other Plans.  Participation  in  the
Plan shall not preclude participation of the Participant in any
other  fringe benefit program or plan sponsored by the  Company
for which such Participant would otherwise be eligible.

     2.4.  Missing Persons. If the Company is unable to  locate
the  Participant  or  his or her Beneficiary  for  purposes  of
making a distribution, the amount of the Participant's benefits
under   the   Plan  that  would  otherwise  be  considered   as
nonforfeitable  shall be forfeited effective four  years  after
(a)  the  last date a payment of said benefit was made,  if  at
least  one  such  payment was made, or (b)  the  first  date  a
payment  of said benefit was directed to be made by the Company
pursuant  to  the terms of the Plan, if no payments  have  been
made.  If  such  person  is located  after  the  date  of  such
forfeiture,  the benefits for such Participant  or  Beneficiary
shall not be reinstated hereunder.


ARTICLE 3.  ESTABLISHMENT OF ACCOUNT, CONTRIBUTIONS TO ACCOUNT
           AND CREDITING GAINS AND LOSSES TO ACCOUNT

     3.1    Establishment  of  Account.   The   Company   shall
establish an Account on behalf of each Participant to which  it
shall  credit  the contributions described in Section  3.2,  as
adjusted  for  gains and losses pursuant to  Section  3.3.  The
Account  shall  be  used  solely as a  device  to  measure  and
determine the amount of benefits to be paid to a Participant or
Beneficiary  under the Plan and all amounts which are  credited
to  the  Account  shall be credited solely for  accounting  and
computation purposes.  The assets shall constitute property  of
the Company and shall be subject to the claims of the Company's
creditors.  No  Participant  or  Beneficiary  shall  have   any
incidents of ownership in the Account or in amounts credited to
the  Account.  A Participant's or Beneficiary's  position  with
respect  to  payment of benefits under the Plan is  that  of  a
general  unsecured creditor of the Company.  The Company  shall
establish  a  Rabbi  Trust on behalf  of  all  Participants  or
Beneficiaries as the Company considers necessary  or  advisable
for  purposes of maintaining a proper accounting of amounts  to
be  credited  under  the Plan on behalf of the  Participant  or
Beneficiary.

     3.2.  Deferrals.   A  Participant  may  elect  to  have  a
specific percentage (in whole percentages) or dollar amount  of
the  Base  Salary and Bonus otherwise payable to  the  Eligible
Employee during each Plan Year contributed to the Plan  on  the
Participant's behalf.  The amount which a Participant may elect
to  defer  for any payroll period in whole percentages  of  the
Eligible Employee's Base Salary and Bonus shall not exceed  30%
of  such  Base  Salary  and 100% of such Bonus  paid  for  such
payroll  period.  However, for the initial Plan Year commencing
October  1, 1998, and ending December 31, 1998, the Participant
may  elect  to  defer  an  amount up to  30%  of  the  Eligible
Employee's  Base  Salary  and 100% of the  Eligible  Employee's
Bonus paid during the entire calendar year ending December  31,
1998.    The  Company  shall  post  to  the  Account  of   each
Participant the amount of the Base Salary or Bonus deferred  on
the  Participant's  behalf, as designated by the  Participant's
deferral  election  in effect for that Plan  Year.  The  amount
deferred  from  the Eligible Employee's Base Salary   or  Bonus
shall  be  posted to the Participant's Account at the time  the
Base  Salary  or Bonus would otherwise have been  paid  to  the
Participant.

          A  deferral election shall be made annually at a date
to  be  determined by the Committee, but no later than December
31 of the calendar year immediately preceding the Plan Year for
which the election applies.  Elections shall be made in writing
on  a form provided by the Committee, shall be delivered to the
Company  at  the  time  and  in the  manner  specified  by  the
Committee,  and, except as set forth in Section 5.5,  shall  be
irrevocable once made with respect to the applicable Plan Year.

     3.3.  Crediting  Rate.  A Participant's Account  shall  be
credited with gains and losses in accordance with the following
rules.  The Committee shall from time to time in its discretion
designate  certain investment funds to be used as an index  for
the crediting of gains and losses to a Participant's Account. A
Participant shall be entitled to designate which such  fund  or
funds  shall  be  used  to  measure gains  and  losses  to  the
Participant's  Account in accordance with rules established  by
the  Committee,  by completing and filing with the  Company  an
investment  election. The Participant's Account  will  then  be
credited with gains and losses as if invested in such  fund  or
funds  in accordance with the Participant's investment election
and  the  rules  established by the Committee.   A  Participant
shall  be entitled to change his or her investment election  by
entering   into  a  new  investment  election;   however,   the
Participant  shall  not  be  entitled  to  change  his  or  her
investment  election more frequently than once a  quarter.  The
Company shall have no obligation to actually invest any amounts
in  any  such fund or funds; rather the fund or funds shall  be
used  solely  as  an index or measure of investment  gains  and
losses to be credited to the Participant's Account. Subject  to
Section  8.1,  the  Committee  may,  in  its  sole  discretion,
eliminate  any  fund  previously designated  by  the  Committee
pursuant  to this Section 3.3, substitute a new fund  or  funds
therefore, or add funds, at any time.


                ARTICLE 4.  VESTING OF ACCOUNT

          A  Participant shall always be 100% vested in his  or
her Account.


             ARTICLE 5.  DISTRIBUTION OF BENEFITS

     5.1. Timing of Distributions.  Subject to Sections 5.4 and
5.5,  distribution to a Participant of the Participant's vested
Account  balance  shall  commence  within  an  administratively
practicable  period of time after the Participant's termination
of   employment   and   in  accordance  with   the   applicable
distribution method under Section 5.2.

     5.2. Method of Distribution.  Subject to Sections 5.4  and
5.5,  a  Participant must elect in advance, at the  time  of  a
deferral election and on a form provided by the Committee,  the
distribution  method  for  that portion  of  the  Participant's
vested  Account  balance that is attributable to  the  deferral
election.  A Participant may elect to defer the commencement of
the  distribution of his or her Account following  a  specified
number of years.  Further, a Participant may elect to receive a
distribution in the form of one of the following:   (a)  single
lump  sum  payment, (b) substantially equal annual  installment
payments  over  five, ten, or fifteen years.  The Participant's
vested  Account  balance shall be credited during  the  payment
period  with  gains and losses in accordance with Section  3.3.
However,  in the event of a termination of employment prior  to
the   date  on  which  the  Participant  attains  age  55,  the
distribution shall be in the form of a single lump sum payment.

     5.3. Death Benefits.

          a.    Death After Benefit Commencement.  In the event
     a Participant dies after benefits have commenced to him or
     her,  the  Participant's remaining vested Account balance,
     if  any, shall be paid to the Participant's Beneficiary in
     the   manner   commencing   within   an   administratively
     practicable time following the Participant's death in  the
     form of a single lump sum payment.

          b.    Death  Prior to Benefit Commencement.   In  the
     event  a  Participant  dies prior to  the  date  on  which
     benefits  commence  to the Participant, the  Participant's
     vested  Account balance shall be paid to the Participant's
     Beneficiary   in   the   manner   commencing   within   an
     administratively    practicable   time    following    the
     Participant's  death  in the form of  a  single  lump  sum
     payment.

          c.    Designation  by Participant.  Each  Participant
     has   the   right  to  designate  primary  and  contingent
     Beneficiaries for death benefits payable under  the  Plan.
     Such  Beneficiaries may be individuals or trusts  for  the
     benefit  of individuals.  A Beneficiary designation  by  a
     Participant  shall be in writing on a form  acceptable  to
     the Committee and shall only be effective upon delivery to
     the Company.  A Beneficiary designation may be revoked  by
     a  Participant  at any time by delivering to  the  Company
     either  written notice of revocation or a new  Beneficiary
     designation form.  The Beneficiary designation  form  last
     delivered  to  the  Company  prior  to  the  death  of   a
     Participant shall control.

          d.    Failure to Designate Beneficiary.  In the event
     there  is  no  Beneficiary designation on  file  with  the
     Company,  or all Beneficiaries designated by a Participant
     have predeceased the Participant, the benefits payable  by
     reason  of the death of the Participant shall be  paid  to
     the  Participant's spouse, if living; if  the  Participant
     does  not  leave a surviving spouse, to the  Participant's
     issue by right of representation; or, if there are no such
     issue  then  living, to the Participant's estate.  In  the
     event there are benefits remaining unpaid at the death  of
     a  sole Beneficiary and no successor Beneficiary has  been
     designated  by the Participant, the remaining  balance  of
     such  benefits shall be paid to the deceased Beneficiary's
     estate.  If  there are benefits remaining  unpaid  at  the
     death  of  a Beneficiary who is one of multiple concurrent
     Beneficiaries,  such  remaining  benefits  shall  be  paid
     proportionally to the surviving Beneficiaries.

     5.4. Acceleration of Distributions.  The Committee may, in
its  discretion, accelerate the distribution of, or  alter  the
method of payment of, benefits payable to a Participant. In all
events,  if  a  Participant's  total  vested  Account  balance,
determined  as of the date on which the Participant  terminates
employment, is $5,000 or less, the Participant's Account  shall
be  distributed  in  a  lump  sum as soon  as  administratively
practicable following his or her termination of employment.

     5.5.  Hardship Withdrawals.  Upon the application  of  any
Participant,  the  Committee, in accordance  with  uniform  and
nondiscriminatory  procedures as the Committee  may  determine,
may  permit  such Participant to terminate his or her  deferral
election  or to withdraw some or all of his or her  Account.  A
Participant must give a written petition of the termination  of
his  or  her  deferral election at least thirty days  (or  such
shorter  period  of time as permitted by the Committee  in  its
discretion)  prior to date on which the Base  Salary  or  Bonus
subject to the election would otherwise have been paid  to  the
Participant in cash. A Participant must give a written petition
of  the  intent  to withdraw from his or her Account  at  least
sixty days (or such shorter period of time as permitted by  the
Committee  in its discretion) prior to the date of  withdrawal.
No termination or withdrawal shall be made under the provisions
of   this  Section  except  for  the  purpose  of  enabling   a
Participant  to  meet immediate needs created  by  a  financial
hardship  for  which  the  Participant  does  not  have   other
reasonably  available  sources of funds as  determined  by  the
Committee in accordance with uniform rules. The term "financial
hardship"  shall include the need for funds to  meet  uninsured
medical  expenses  for  the Participant  or  the  Participant's
dependents, meet a significant uninsured casualty loss for  the
Participant  or  the Participant's dependents, and  meet  other
catastrophes of a "sudden and serious nature".

     5.6.  Claims  Procedure.   The Committee  shall  notify  a
Participant  in writing within ninety days of the Participant's
written   application   for  benefits  of   the   Participant's
eligibility or non-eligibility for benefits under the Plan.  If
the Committee determines that a Participant is not eligible for
benefits,  the notice shall set forth (a) the specific  reasons
for  such denial, (b) a specific reference to the provision  of
the Plan on which the denial is based, (c) a description of any
additional  information or material necessary for the  claimant
to  perfect his or her claim, and a description of  why  it  is
needed,  and  (d)  an explanation of the Plan's  claims  review
procedure and other appropriate information as to the steps  to
be  taken  if the Participant wishes to have his or  her  claim
reviewed.  If the Committee determines that there  are  special
circumstances requiring additional time to make a decision, the
Committee   shall  notify  the  Participant  of   the   special
circumstances and the date by which a decision is  expected  to
be made, and may extend the time for up to an additional ninety-
day period.  If a Participant is determined by the Committee to
be  not  eligible for benefits, or if the Participant  believes
that  he  or she is entitled to greater or different  benefits,
the   Participant  shall  have  the  opportunity  to  have  the
Participant's  claim  reviewed by the  Committee  by  filing  a
petition for review with the Committee within sixty days  after
receipt  by  the  Participant  of  the  notice  issued  by  the
Committee.  The petition shall state the specific  reasons  the
Participant believes that he or she is entitled to benefits  or
greater or different benefits.  Within sixty days after receipt
by  the  Committee of the petition, the Committee shall  afford
the Participant (and his or her counsel, if any) an opportunity
to  present the Participant's position to the Committee  orally
or  in writing, and the Participant (and his or her counsel, if
any)  shall  have the right to review the pertinent  documents,
and  the Committee shall notify the Participant of its decision
in  writing  within the sixty-day period, stating  specifically
the basis of the decision written in a manner calculated to  be
understood  by  the Participant and the specific provisions  of
the  Plan on which the decision is based.  If, because  of  the
need for a hearing, the sixty-day period is not sufficient, the
decision may be deferred for up to another sixty-day period  at
the  election  of  the Committee, but notice of  this  deferral
shall be given to the Participant.


                     ARTICLE 6.  FUNDING

     6.1.  Source  of  Benefits.  All benefits under  the  Plan
shall  be  paid  when  due by the Company out  of  its  general
assets, including from a Rabbi Trust that is established by the
Company to hold and distribute Plan benefits.

     6.2. No Claim on Specific Assets.  No Participant shall be
deemed  to have, by virtue of being a Participant in the  Plan,
any  claim on any specific assets of the Company such that  the
Participant  would  be  subject  to  income  taxation  on   the
Participant's  benefits under the Plan prior  to  distribution,
and  the rights of a Participant or Beneficiary to benefits  to
which  the  Participant is otherwise entitled  under  the  Plan
shall be those of an unsecured general creditor of the Company.


                  ARTICLE 7.  ADMINISTRATION

     7.1. Administration.  The Plan shall be administered by an
Administrative  Committee composed of one or  more  individuals
appointed  by  the Board of Directors to serve at its  pleasure
without  compensation.  The members of the Committee  shall  be
named  fiduciaries  with authority to control  and  manage  the
operation and administration of the Plan.  The members  of  the
Committee  need not be employees of the Company.  Any Committee
member may resign by giving notice, in writing, to the Board of
Directors.  The Company shall bear all administrative costs  of
the Plan other than those specifically and directly charged  to
a Participant or Beneficiary.

     7.2.      Powers and Duties of the Committee.  In addition
to the other powers granted under the Plan, the Committee shall
have  all  powers necessary to administer the Plan,  including,
without limitation, powers:

          a.     Resolving  all  questions  relating   to   the
     eligibility of employees to become Participants;

          b.     Determining  the  appropriate  allocations  to
     Participants' Accounts;

          c.   Determining the amount of benefits payable to  a
     Participant (or Beneficiary), and the time and  manner  in
     which such benefits are to be paid;

          d.    Selecting the investment funds to be offered to
     Participants for investments of their Accounts;

          e.    Authorizing and directing all disbursements  of
     Trust Assets by the Trustee;

          f.     Establishing  procedures  in  accordance  with
     Section  414(p)  of  the Code to determine  the  qualified
     status  of  domestic relations orders  and  to  administer
     distributions under such qualified orders;

          g.    Engaging any administrative, legal, accounting,
     clerical or other services that it may deem appropriate;

          h.    Construing and interpreting the  Plan  and  the
     Trust  Agreement and adopting rules for administration  of
     the  Plan  that are consistent with the terms of the  Plan
     documents and of ERISA and the Code;
          
          i.     Compiling  and  maintaining  all  records   it
     determines to be necessary, appropriate and convenient  in
     connection with the administration of the Plan;

          j.    Reviewing  the performance of the Trustee  with
     respect    to   the   Trustee's   administrative   duties,
     responsibilities and obligations under the Plan and  Trust
     Agreement, and

          k.    Executing  agreements and  other  documents  on
     behalf of the Plan and Trust.


     7.3.        Actions  of  the  Committee.   The   Committee
(including any person or entity to whom the Board has delegated
duties,  responsibilities, or authority, to the extent of  such
delegation)   shall  have  total  and  complete   discretionary
authority  to  determine  conclusively  for  all  parties   all
questions  arising  in  the  administration  of  the  Plan,  to
interpret  and construe the terms of the Plan, and to determine
all   questions   of  eligibility  and  status  of   employees,
Participants,  and  Beneficiaries  under  the  Plan  and  their
respective  interests.  Subject to  the  claims  procedures  of
Section  5.6,  all determinations, interpretations,  rules  and
decisions of the Committee (including those made or established
by any person or entity to whom the Board has delegated duties,
responsibilities, or authority, if made or established pursuant
to  such  delegation) shall be conclusive and binding upon  all
persons having or claiming to have any interest or right  under
the Plan.

     7.4.       Delegation.  The Committee shall have the power
to delegate specific duties and responsibilities to officers or
other  employees  of  the  Company  or  other  individuals   or
entities. Any delegation may be rescinded by the Board  at  any
time.  Each  person or entity to whom a duty or  responsibility
has  been  delegated shall be responsible for the  exercise  of
such  duty  or responsibility and shall not be responsible  for
any act or failure to act of any other person or entity.

     7.5.       Reports and Records.  The Committee, and  those
to  whom  the  Committee has delegated duties under  the  Plan,
shall  keep  records of all their proceedings and  actions  and
shall  maintain books of account, records, and  other  data  as
shall  be  necessary for the proper administration of the  Plan
and for compliance with applicable law.


            ARTICLE 8.  AMENDMENTS AND TERMINATION

     8.1.       Amendments.  The Company, by resolution of  the
Board,  or  by  resolution  of the  Committee,  to  the  extent
authorized  by the Board, may amend the Plan, in  whole  or  in
part,  at  any  time and from time to time.  However,  no  such
amendment shall have the effect of eliminating or reducing  the
vested Account balance of any Participant (determined as of the
later of the date on which such amendment is adopted or becomes
effective); nor may the Company amend Section 3.3 with  respect
to  a Participant's Account balance (determined as of the later
of  the  date  on  which such amendment is adopted  or  becomes
effective),  except  that the Company may substitute  funds  of
similar  nature  for those available pursuant to  Section  3.3.
Any Plan amendment shall be filed with the Plan documents.

     8.2.      Termination.  The Company expects the Plan to be
permanent,  but necessarily must, and hereby does, reserve  the
right to terminate the Plan at any time by action of the Board.
Upon  termination of the Plan, all deferrals will cease and  no
future deferrals will be made, and the Company may, in its sole
discretion,  and notwithstanding the provisions of  Article  5,
the  accelerate distribution of each Participant's then  vested
Account  balance.  However, no such termination shall otherwise
have  the effect of eliminating or reducing the vested  Account
balance of any Participant, determined as of the date on  which
such  termination becomes effective.  The Company may terminate
the  participation of any Participant if the Board, in its sole
discretion, determines that the Participant no longer satisfies
the requirements to be an Eligible Employee.


                  ARTICLE 9.  MISCELLANEOUS

     9.1.       No  Guarantee of Employment or  Entitlement  to
Base Salary or Bonus.  Neither the adoption and maintenance  of
the  Plan  nor  the  execution by any employee  of  a  deferral
election shall be deemed to be a contract of employment between
the  Company  and  any Participant.  Nothing  contained  herein
shall  give  any  Participant the right to be retained  in  the
employ  of  the Company or to interfere with the right  of  the
Company to discharge any Participant at any time, nor shall  it
give the Company the right to require any Participant to remain
in  its employ or to interfere with the Participant's right  to
terminate his or her employment at any time.  Nothing contained
herein shall be construed or interpreted as creating a right or
entitlement  on  the part of an employee to a  Base  Salary  or
Bonus, and an employee's entitlement to a Base Salary or  Bonus
shall  be  determined solely in accordance with  the  Company's
applicable  pay  scale  and procedures and  the  terms  of  the
Company's Annual Incentive Plan, as the case may be.

     9.2.      Release.  Any payment of benefits to or for  the
benefit of a Participant or a Participant's Beneficiary that is
made  in  good  faith  by the Company in  accordance  with  the
Company's interpretation of its obligations hereunder, shall be
in  full  satisfaction of all claims against  the  Company  for
benefits under this Plan to the extent of such payment.

     9.3. Notices.  Any notice permitted or required under  the
Plan shall be in writing, if to the Company or the Committee or
the Board, to the principal office of the Company and, if to  a
Participant  or Beneficiary, to the address last shown  on  the
records of the Company.  Any such notice shall be effective  as
of the date of receipt of such notice.

     9.4.  Nonalienation.  No benefit payable at any time under
this  Plan shall be subject in any manner to alienation,  sale,
transfer,  assignment, pledge, levy, attachment, or encumbrance
of any kind by any Participant or Beneficiary.

     9.5.       Tax  Liability.  The Company may withhold  from
any  payment of benefits such amounts as the Company determines
are  reasonably  necessary  to  pay  any  taxes  (and  interest
thereon) required to be withheld under applicable law.

     9.6.  Captions.  Article and section headings and captions
are provided for purposes of reference and convenience only and
shall  not  be  relied  upon in any way  to  construe,  define,
modify,  limit,  or extend the scope of any  provision  of  the
Plan.

     9.7.  Applicable  Law.  The Plan and all rights  hereunder
shall be governed by and construed according to the laws of the
State  of  Hawaii, except to the extent such laws are preempted
by the laws of the United States of America.

          DATED:  Oct. 1, 1998                   .

                       MAUI LAND & PINEAPPLE COMPANY, INC.
                            
                       By   /S/ GARY L. GIFFORD
                            Its PRESIDENT & CEO
                            
                            
                       By   /S/ ADELE H. SUMIDA
                            Its SECRETARY


                          EXHIBIT A

                      ELIGIBLE EMPLOYEES

              Effective as of  10/1/98


          The   Committee  has  determined  that  all  Eligible
Employees  designated hereunder constitute a  select  group  of
management  or  highly compensated employees  as  described  in
Sections  201(2),  301(a)(3),  and  401(a)(1)  of  ERISA.   The
Eligible  Employees constitute less than 5% of total  employees
of  the Company and affiliated entities and also constitute the
employees with the highest "midpoints" in accordance  with  the
Hay Guide Client-Profile Method of Job Measurement as currently
applied by the Company.

                                                   
                                                        Date of
       Name               Position                   Participation
                                                   
Gifford, Gary L.     Chief Executive Officer            10/01/98
Meyer, Paul J.       Executive Vice President           10/01/98
Schenk, Douglas R.   President/Maui Pineapple Co.       10/01/98
Young, Donald A.     President/Kapalua Land Co.         10/01/98
Suzuki, Warren       Vice President/Land Management     10/01/98
Crockford, Scott     Vice President/Retail Property     10/01/98
Chai, Darryl         Treasurer                          10/01/98
Sumida, Adele        Secretary                          10/01/98
Proctor, Ted L.      Controller                         10/01/98
Chenchin, Eduardo    Vice President/Cannery             10/01/98
Comento, Fred        Director of Distribution           10/01/98
Duffy, James         Director of Food Serv./Export Sales10/01/98
Egli, Caroline       Vice President/Administration      10/01/98
Fleisch, Herve       Field Supt/Dir. of Ag. Research    10/01/98
Harris, Bruce        Director of Information Services   10/01/98
Hayashi, Agnes       Director of Internal Audit         10/01/98
Jio, Stacey          Controller                         10/01/98
Johnson, Billy       Can Plant Manager                  10/01/98
Johnson, Russell     Controller                         10/01/98
Keiter, Martin       Director of Golf Operations        10/01/98
Kendall, Edward      Director of Eastern Sales          10/01/98
MacCluer, L.Douglas  Vice President/Plantations         10/01/98
McCann, James        Executive Vice President           10/01/98
McNatt, Robert       Vice President/Development         10/01/98
Muller, Renata       Director of Retail Sales           10/01/98
Murakami, Michael    Accounting Manager                 10/01/98
Nohara, Wesley       Plantation Superintendent          10/01/98
Okada, Sharon        Manager Systems & Programming      10/01/98
Otto, Dean           Principal Broker                   10/01/98
Planos, Gary         Vice President/Resort Operations   10/01/98
Sanborn, Peter       Vice President/Marketing           10/01/98
Snyder, Kenneth      Director of Fresh Fruit            10/01/98
Sosner, David M.     General Manager Manager            10/01/98
Swezey, Ian A.       Director of Resort Maintenance     10/01/98
Tashman, Audrey      Director of Retail Operations      10/01/98
Uehara, Jerry        QC Manager                         10/01/98
Wehr, David M.       Environmental Compliance Offr.     10/01/98
Wilmore, William W.  Engineering Department Head        10/01/98
Wilson, Bruce        Director of Sales & Service        10/01/98