THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT
                                
                                
          This Third Amendment to the Note Purchase Agreement
(this "Amendment") is issued as of March 31, 1997, to Maui Land &
Pineapple Company, Inc. ("Company") by John Hancock Mutual Life
Insurance Company ("John Hancock").

          WHEREAS, Company and John Hancock are parties to that
certain Note Purchase Agreement dated as of September 9, 1993 as
amended by that certain First Amendment to Note Purchase
Agreement dated as of March 30, 1994 and that certain Second
Amendment to Note Purchase Agreement dated as of November 13,
1995 (collectively the "Note Purchase Agreement"); and

          WHEREAS, John Hancock transferred a portion of the
8.86% Promissory Notes of the Company to JHMAC Trust 1996, which
transferred said portion to Bankers Trust Company as collateral
agent (John Hancock and Bankers Trust Company are collectively
the "Purchaser"); and

          WHEREAS, Company has requested that certain provisions
of the Note Purchase Agreement be amended as set forth below; and

          WHEREAS, subject to the fulfillment of certain
conditions, Purchaser is willing so to amend the Note Purchase
Agreement;

          NOW, THEREFORE, in consideration of the mutual
conditions and agreements set forth in this Amendment, Company
and Purchase hereby agree as follows:

Section 1. Definitions

          Capitalized terms used but not defined in this
Amendment shall have the meanings set forth in the Note Purchase
Agreement.

Section 2.  Amendment

          Subject to the terms and conditions set forth below,
the Note Purchase Agreement is hereby amended, effective March
31, 1997, by deleting Paragraph 6.11(b) Net Worth in its entirety
and inserting the following in its place:

          "(b)      Net Worth.  Company and its Subsidiaries
shall at all times maintain on a consolidated basis a Net Worth
of not less than (i) $58,000,000 through December 31, 1996, and
(ii) commencing January 1, 1997, the sum of $57,000,000 plus
66.67% of all consolidated net income (but without deduction for
any consolidated net loss) of Company and its Subsidiaries earned
after January 1, 1997."

Section 3.  Conditions

          The amendment contained in Section 2 shall not be
deemed to be of any force or effect unless and until the
following conditions have been satisfied:

     3.1  Representations and Warranties.  All of the
          representations and
warranties contained in Section 5 hereof are complete and
accurate in all material respects as of the date hereof.

     3.2  Guarantor Consents.  Each of the Persons which executed
the Guaranty shall have executed a consent, in form and substance
satisfactory to Purchaser, in which each such Person consents to
this Amendment and confirms the effectiveness of the Guaranty.

Section 4.  Termination

          This Amendment shall terminate, and no agreements
provided for herein shall have any force or effect, if all of the
conditions set forth in Section 3 hereof are not satisfied on or
before April 30, 1997.

Section 5.  Representations and Warranties

          Company hereby represents and warrants to Purchaser
that as of the date hereof (and all such representations and
warranties shall survive the execution and delivery of this
Amendment and any investigation thereof by Purchaser):

     5.1  Representations and Warranties; No Defaults.  All of
the representations and warranties of Company set forth in the
Note Purchase Agreement are true and correct as of the date
hereof and, after giving effect to this Amendment, no Event of
Default or Unmatured Event of Default under the Note Purchase
Agreement has occurred and is continuing.

     5.2  Authorization.  The execution, delivery and performance
of this Amendment by Company is within its corporate powers and
has been duly authorized by all necessary corporate action.
     
     5.3  Valid and Binding Obligation.  This Amendment has been
duly executed by Company and constitutes the legal, valid and
binding obligation of Company enforceable against Company in
accordance with its terms.
     
     5.4  No Conflicts.  The execution, delivery and performance
by Company of this Amendment will not (i) violate any provision
of any statute, regulation, ordinance, order, injunction, decree
or other requirement of any governmental legislative,
administrative or judicial body or agency, (ii) violate any
provision of Company's articles of incorporation or bylaws, (iii)
cause or result in a default under or breach of any agreement,
bond, note or indenture to which Company is a party or by which
it or any of its properties or assets is or may be affected, or
(iv) result in the creation or imposition of any Lien of any
nature whatsoever upon any of the properties or assets owned or
used by Company in the conduct of its business.
     
     5.5  No Material Adverse Change.  Since the date of the
latest financial statements of Company delivered to Purchaser
under the Note Purchase Agreement, no event has occurred
involving a Material Adverse Change.
     
     5.6  No Fee, etc.  No fee or other consideration of any type
is being paid by Company or any of its subsidiaries to any other
person in connection with the amendment or waiver of its
agreements with such Person to reflect the change in definition
of Net Worth reflected herein or substantially reflected herein.
     
Section 6.  Miscellaneous
     
     6.1  Effect on Note Purchase Agreement.  Except as expressly
amended hereby, all of the terms and conditions of the Note
Purchase Agreement are hereby ratified and confirmed in their
entirety and shall continue in full force and effect.  Except as
specifically set forth herein, the execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of
any right, power or remedy of Purchaser under the Note Purchase
Agreement or any of the Notes.  On and after the date hereof,
each reference in the Note Purchase Agreement to this
"Agreement," "hereunder," "hereof," "herein" or words of like
import, and each reference in the Guaranty or any of the Notes to
the Note Purchase Agreement, shall mean and be a reference to the
Note Purchase Agreement as amended hereby.
     
     6.2  Headings.  All titles and section headings used in this
Amendment are used for purposes of convenience of reference only,
and shall not be deemed to constitute a part hereof.
     
     6.3  Governing Law.  This Amendment shall be governed by and
construed in accordance with the laws of the State of Hawaii
applicable to contracts made and to be performed in Hawaii.
     
     6.4  Counterparts.  This Amendment may be executed in
multiple identical counterparts, and by the parties hereto in
separate counterparts, each of which shall be deemed an original,
and all of which together shall constitute one and the same
agreement.

          IN WITNESS WHEREOF, the undersigned have executed this
Third Amendment to Note Purchase Agreement as of the date first
set forth above.
     
                    MAUI LAND & PINEAPPLE COMPANY,
                    INC.
     
     
                    By: __/S/ PAUL J. MEYER__________
                    Name:   PAUL J. MEYER
                    Title:  Executive Vice President/Finance
     
                    JOHN HANCOCK MUTUAL LIFE
                    INSURANCE COMPANY
     
     
                    By: __/S/ D.DANA DONOVAN_______
                    Name:   D. DANA DONOVAN
                    Title:  Senior Investment Officer
     
                    BARNETT & CO.
     
     
                    By: __/S/ RICHARD MCCORMICK_____
                    Name:  RICHARD MCCORMICE
                    Title:  ASSISTANT TREASURER