U.S. Securities and Exchange Commission
Operations Center, Stop 0-7
6432 General Green Way
Alexandria, VA  22312

Re:  Amfac/JMB Hawaii, Inc.
     Commission File No. 33-24180
     Form 10-K

     Amfac/JMB Finance, Inc.
     Commission File No. 36-3611183
     Form 10-K

Gentlemen:

Enclosed, for the above-captioned registrants, is one paper
copy of which is manually executed of registrant's current
report on Form 10-K for the year ended December 31, 1996.

Please acknowledge receipt of the Form 10-K filing by signing
and returning the enclosed self-addressed postcard.

Thank You,

Very truly yours,

By:  Northbrook Corporation
     Parent Company


     By:  _______________________
          Gary Smith
          Vice President
          and Principal Accounting Officer


               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                           FORM 10-K

         Annual Report Pursuant to Section 13 or 15(d)
                 of the Securities Act of 1934

For  the  fiscal year ended December 31, 1996 Commission File Number 33-24180

                     AMFAC/JMB HAWAII, INC.
     (Exact name of registrant as specified in its charter)

               Hawaii                         99-0217738
    (State  of  organization)       (I.R.S.   Employer  Identification No.)

                    AMFAC/JMB FINANCE, INC.
     (Exact name of registrant as specified in its charter)

                Illinois                          36-3611183
     (State   of   organization)        (I.R.S.  Employer Identification No.)

900 N. Michigan Ave., Chicago, Illinois   60611
(Address of principal executive office)  (Zip Code)

Registrant's  telephone number, including area code   312-440-4800

See Table of Additional Registrants Below.

Securities  registered pursuant to Section 12(b) of  the  Act:
None

Securities  registered pursuant to Section 12(g) of  the  Act:
None

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   X    No

Indicate  by  check  mark if disclosure of  delinquent  filers
pursuant  to  Item  405  of Regulation S-K  is  not  contained
herein, and will not be contained, to the best of registrant's
knowledge,  in  definitive  proxy  or  information  statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K    X

State  the aggregate market value of the voting stock held  by
non-affiliates of the registrant.  Not applicable.

As  of  March  21,  1997, each of Amfac/JMB Hawaii,  Inc.  and
Amfac/JMB  Finance,  Inc. had 1,000  shares  of  Common  Stock
outstanding.  All such Common Stock is owned by its respective
parent and not traded on a public market.

Certain  pages  of  the  prospectus of  the  registrant  dated
December  5,  1988 and filed with the Commission  pursuant  to
Rules  424(b) and 424(c) under the Securities Act of 1933  are
incorporated by reference in Part III of this Annual Report on
Form 10-K.
                   ADDITIONAL REGISTRANTS (1)

                                                     Address, including,
                                                     zip code,
Exact name of     State or other     IRS             and telephone number,
registrant as     jurisdiction of    Employer        including area code of
specified in its  incorporation or   Identification  registrant's principal
Charter           organization       Number          executive offices

Amfac  Property   Hawaii             99-0150751      900 North Michigan Avenue
 Development Corp.                                   Chicago, Illinois 60611
                                                     312/440-4800

Amfac  Property   Hawaii             99-0202331      900 North Michigan Avenue
 Investment                                          Chicago, Illinois 60611
 Corp.                                               312/440-4800

Amfac  Sugar and  Hawaii             99-0185633      900 North Michigan Avenue
  Agribusiness,                                      Chicago, Illinois  60611
 Inc.                                                312/440-4800

Kaanapali Water   Hawaii             99-0185634      900 North Michigan Avenue
 Corporation                                         Chicago, Illinois 60611
                                                     312/440-4800

Amfac Agri-       Hawaii             99-0176334      900 North Michigan Avenue
  business,  Inc.                                    Chicago, Illinois 60611
                                                     312/440-4800

Kekaha Sugar      Hawaii             99-0044650      900 North Michigan Avenue
 Company,                                            Chicago, Illinois 60611
 Limited                                             312/440-4800

The Lihue         Hawaii             99-0046535      900 North Michigan Avenue
 Plantation                                          Chicago, Illinois 60611
 Company,                                            312/440-4800
 Limited

Oahu Sugar        Hawaii             99-0105277      900 North Michigan Avenue
 Company,                                            Chicago, Illinois 60611
 Limited                                             312/440-4800

Pioneer Mill      Hawaii             99-0105278      900 North Michigan Avenue
 Company,                                            Chicago, Illinois 60611
 Limited                                             312/440-4800

Puna Sugar        Hawaii             99-0051215      900 North Michigan Avenue
 Company,                                            Chicago, Illinois 60611
 Limited                                             312/440-4800

H. Hackfeld       Hawaii             99-0037425      900 North Michigan Avenue
 & Co., Ltd.                                         Chicago, Illinois 60611
                                                     312/440-4800

Waiahole          Hawaii             99-0144307      900 North Michigan Avenue
 Irrigation                                          Chicago, Illinois 60611
 Company,                                            312/440-4800
 Limited

Waikele Golf      Hawaii             99-0304744      900 North Michigan Avenue
 Club, Inc.                                          Chicago, Illinois 60611
                                                     312/440-4800

1)  The    Additional   Registrants   listed   are   wholly-owned
    subsidiaries  of  the registrant and are  guarantors  of  the
    registrant's  Certificate  of  Land  Appreciation  Notes  due
    2008.

                        TABLE OF CONTENTS


                                                                  Page

PART I

Item 1.    Business                                                  1

Item 2.    Properties                                                7

Item 3.    Legal Proceedings                                        12

Item 4.    Submission of Matters to a Vote of Security  Holders     12


PART II

Item 5.    Market for the Company's and Finance's Common
           Equity and Related Security Holder Matters               13

Item 6.    Selected Financial Data                                  14

Item 7.    Management's  Discussion and Analysis  of  Financial
           Condition and Results of Operations                      15

Item 8.    Financial Statements and Supplementary Data              30

Item 9.    Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure                      59


PART III

Item 10.   Directors and Executive Officers of the Registrant       59

Item 11.   Executive Compensation                                   62

Item 12.   Security Ownership of Certain Beneficial Owners and
           Management                                               63

Item 13.   Certain Relationships and Related Transactions           63


PART IV

Item 14.   Exhibits, Financial Statement Schedules, and
           Reports on Form 8-K                                      65


SIGNATURES                                                          71


                             PART I

Item 1.  Business

       All   references   to  "Notes"  are  to   Notes   to   the
Consolidated Financial Statements contained in this report.

       Amfac/JMB   Hawaii,  Inc.  (the  "Company"),  has   assets
substantially  all  of which are agricultural  and  developmental
real  property  and  related  assets  located  in  Hawaii.    The
Company  is an affiliate of JMB Realty Corporation ("JMB")  as  a
result  of  the  1988 merger (the "Merger") of  an  affiliate  of
JMB  into  Amfac,  Inc. ("Amfac"), the former parent  corporation
of  the  Company  (see  Note  1 for  discussion  of  Amfac,  Inc.
merger  into  its parent, Northbrook Corporation, in  May  1995),
and  the  subsequent  merger of a subsidiary  of  such  affiliate
into  Amfac  Hawaii,  Inc., which (after  changing  its  name  to
Amfac/JMB    Hawaii,   Inc.)   continues   as    the    surviving
corporation.   Unless otherwise indicated, references  herein  to
the Company shall include the Company's subsidiaries.

    The  assets  of  the  Company,  held  primarily  through  its
wholly-owned     subsidiaries,     consist     principally     of
approximately  46,700 acres of land, portions  of  which  include
acreage  (i)  in  the  process of development  into  residential,
resort,   commercial  and  industrial  projects,  (ii)  currently
being  managed  and  operated  as  recreational  facilities,  and
(iii)  used  in  connection with the cultivation  and  processing
of  agricultural  products, principally sugar  cane  and  related
sugar  products.   In addition, the Company leases  approximately
55,300  acres of land used primarily in the production  of  sugar
cane and for access to water sources.

    The  real properties owned by the Company are located on  the
four  principal  islands  of the State of  Hawaii:   Oahu,  Maui,
Kauai  and  Hawaii.  The  Company has no  real  property  located
outside  of  the State of Hawaii.  The Company's real  properties
are described in more detail under Item 2 below.

      The  real  estate  development and agricultural  operations
of  the  Company  comprise  its two  primary  industry  segments,
"Property"   and   "Agricultural",  respectively.   The   Company
segregates   total  revenues,  operating  income  (loss),   total
assets,  capital  expenditures and depreciation and  amortization
by each industry segment.

     At December 31, 1996, the Company employed 967 persons.

      PROPERTY.   The  Company  is  attempting  to  maximize  the
value  of  its  owned land through land use planning,  management
and  development.   Such  planning,  management  and  development
take  into  account  local  zoning  and  economic  and  political
constraints   in   order  to  obtain  the  necessary   land   use
designations  for  development and  realize  appreciated  values.
The   Company   also  pursues  opportunities,   to   the   extent
economically  advantageous,  to sell  undeveloped  and  partially
developed   parcels   of   land,   to   develop   directly    the
improvements  at  a particular property and, in  some  instances,
to   enter   into  joint  venture  arrangements  for   its   land
development  activities.  The Company's  land  holdings  on  Maui
and   Kauai   are  its  primary  sources  of  future  land   sale
revenues.   However,  due  to  current  market  conditions,   the
difficulty  in  obtaining  land  use  approvals  and   the   high
development   cost  of  required  infrastructure,   the   planned
development  of these land holdings and the ability  to  generate
cash  flow  from  these land holdings are expected  to  be  long-
term in nature.


       Approximately  1,800  acres  of  the  land  owned  by  the
Company  are  currently  classified  as  urban  district  by  the
State  of  Hawaii  Land Use Commission and  have  various  zoning
and  land  use approvals for residential, resort, commercial  and
industrial  development, including 500 acres  for  the  Company's
three    existing   golf   courses.    Additional    governmental
approvals,  permits and certifications will  be  required  to  be
obtained  with respect to the other 1,300 acres as  part  of  the
development  process.  There can be no assurance,  however,  that
all of the necessary approvals or permits will be obtained.

      An  additional  2,700 acres of Company-owned  land  are  in
the  preliminary planning stages for urbanization  and  potential
future  sale  or  development. The Company  intends  to  sell  or
develop   all   of   such   land  in  connection   with   various
residential,  resort,  commercial and light industrial  projects.
The   Company's   development  projects  may   be   affected   by
competition  from other projects of a similar nature  in  Hawaii,
as  well  as  from other states or countries offering resort-type
properties.

       The   Company's  real  estate  development   approach   is
intended   to   enhance  the  value  of  its  real  property   in
successive  phases.  The determination of whether  to  develop  a
property   is  based  on  factors  such  as  location,   physical
characteristics,  demographic patterns and  perceived  absorption
rates,  as  well  as regulatory and environmental considerations,
zoning,  availability  of  utilities  and  governmental  services
and     estimated    profitability.     Generally,    once    the
determination  has  been made to develop a  property,  the  first
step  is  to design a master development plan.  The Company  then
seeks  to  obtain  regulatory  and environmental  approvals.  The
approval  process,  which  requires  a  lengthy  period  of  time
(often  at  least  three to five years), is  a  major  factor  in
determining  the  viability and prospects  for  profitability  of
the Company's various development projects.

       The   first  phase  in  the  regulatory  approval  process
usually   consists   of   obtaining   proper   state   land   use
designations  and  County planning and zoning approvals  for  the
intended  development.  Occasionally, environmental  and  special
management  area  approvals  will be  required,  particularly  if
the   property  borders  the  shoreline.   Additionally,  certain
other  permits  and approvals (such as grading permits,  building
permits   and  subdivision  approvals)  must  then  be  obtained.
Upon  receipt  of  such approvals and permits,  the  Company  may
then   begin  construction  of  infrastructure  including  roads,
water  mains,  sewer  lines  and  other  public  facilities.  The
expenditures  for  infrastructure are generally  significant  and
usually required early in the project development process.

      All  of  the Company's development projects are subject  to
approval  and  regulation by various federal,  state  and  county
agencies,  especially as it relates to the nature and  extent  of
improvements,    zoning,   building   densities,    environmental
impacts  and  in  some instances marketing and sales.  Generally,
governmental  entities  have  the  right  to  impose  limits   or
controls  on  growth  in  communities through  limited  land  use
designations,  restrictive  zoning,  density  reduction,   impact
fees  and  development requirements.  Such  limits  and  controls
have   materially  affected,  and  in  the  future   may   affect
materially,  the  utilization of the  Company's  real  properties
and the costs associated with developing such properties.

      Land  use  in  Hawaii is regulated by  both  the  State  of
Hawaii  and each county (Hawaii, Kauai, Maui and Oahu),  each  in
accordance   with   its  own  general  set  of   objectives   and
policies.   At  the  State  level, all land  is  classified  into
four  major  land use districts:  urban, rural, agricultural  and
conservation.   The  Company believes that it will  generally  be
able  to  pursue  development of that portion  of  its  land  for
which   it  has  or  can  reasonably  obtain  an  urban  district
classification.   Conservation  land  is  that  land   which   is
necessary  for  preserving  natural conditions  (e.g.,  watershed
or  prevention of soil erosion) and, hence, generally  cannot  be
developed.   Agricultural and rural districts are  not  permitted
to  have  concentrated development. Certain  lands,  particularly
shoreline  parcels,  are subject to special regulatory  scrutiny.
For  these  lands,  the Company must obtain  additional  federal,
state  and/or  county approvals, including a  special  management
area  permit  from  the  county in which such  land  is  located.
Certain  other  approvals  are also  necessary  once  zoning  has
been  obtained.  Obtaining any and all  of  these  approvals  can
involve   a   substantial  amount  of  time  and   expense,   and
approvals   may  need  to  be  resubmitted  if   there   is   any
subsequent,  substantial  deviation  from  previously   submitted
plans.

      In  connection  with seeking approvals for its  development
plans,  the  Company has been required (and may  be  required  in
the   future)   to  make  significant  improvements   in   public
facilities  (such  as  roads), to dedicate  property  for  public
use,  to  provide employee and affordable housing  units  and  to
make  other  concessions (monetary and otherwise).   The  ability
of  the  Company  to  perform its development activities  may  be
materially  adversely  affected by state or  county  restrictions
or   conditions  that  may  be  imposed  in  certain  communities
because  of  inadequate  public facilities  (such  as  roads  and
sewer   facilities)  and/or  by  local  opposition  to  continued
growth.

      The  Company  is  subject to a number of statutes  imposing
registration,  filing  and disclosure requirements  with  respect
to  its  residential real property developments including,  among
others,  the  Federal Interstate Land Sales Full Disclosure  Act,
the   Federal  Consumer  Credit  Protection  Act  and  the  State
Uniform Land Sales Practices Act.

      During  1994, the Company derived a significant portion  of
its   property  revenues  from  the  sale  of  residential   land
parcels  to  Schuler  Homes,  Inc.,  a  local  home  builder   in
Hawaii.

       The   Company  currently  owns  no  patents,   trademarks,
licenses or franchises which are material to its business.

       AGRICULTURE.    Substantially   all   of   the   Company's
agricultural   activities   relate   to   the   cultivation   and
processing  of  sugar cane.  Approximately  9,200  acres  of  the
Company's  land holdings and approximately 14,800 acres  of  land
leased  by  the  Company  are currently under  cultivation.   The
remaining  approximately 77,900 acres of owned  and  leased  land
are  predominantly  conservation land  and  land  appurtenant  to
the cultivation of sugar cane.

      During  1995, the Company implemented plans to  restructure
its  sugar  operations to improve efficiencies and reduce  costs,
including  consolidation  of  the operations  at  its  two  Kauai
plantations  and  changing to a seasonal  mode  of  operation  at
each plantation (consistent with many other sugar operations).

      The  Company's  sugar  plantation subsidiaries  sell  their
raw  sugar  production to the Hawaiian Sugar  and  Transportation
Company  ("HSTC"),  which  is an agricultural  cooperative  owned
by  the  major  Hawaii  producers of  raw  sugar  (including  the
Company),  under  a  marketing agreement.   HSTC  sells  the  raw
sugar  production  to the California and Hawaiian  Sugar  Company
("C&H")  pursuant to a long-term supply contract.  The  terms  of
the  supply  contract  do  not  require  a  specified  level   of
production  by the Hawaii producers; however, HSTC  is  obligated
to   sell  and  C&H  is  obligated  to  purchase  any  raw  sugar
produced.   HSTC  returns  to its raw  sugar  suppliers  proceeds
based   upon   the  domestic  sugar  price  less   delivery   and
administrative  costs.   The  Company  recognizes  revenues   and
related  cost  of sales upon delivery of its raw  sugar  by  HSTC
to C&H.

      The  price of raw sugar that the Company receives is  based
upon   the   price   of   domestic  sugar  (less   delivery   and
administrative   costs)   as   currently   controlled   by   U.S.
Government  price  supports  legislation.   On  April  4,   1996,
President  Clinton  signed  the Federal  Agriculture  Improvement
and  Reform  Act of 1996 ("the Act").  The Act, which expires  in
2002,  keeps  the loan rate at 18 cents per pound.  However,  the
Act  includes  certain  other adjustments to  the  sugar  program
including  making  crop  loans  recourse  to  the  producer   and
repealing  marketing allotments which may over time  depress  the
domestic  price  of raw sugar.  There can be no  assurance  that,
in   the  future,  the  government  price  support  will  not  be
reduced   or   eliminated  entirely.    Such   a   reduction   or
elimination  of  price  supports could have  a  material  adverse
affect  on  the  Company's agriculture operations,  and  possibly
could  cause  the  Company  to  evaluate  the  cessation  of  its
remaining sugar cane operations.

      In  August 1993, the Company announced its plans  to  phase
out  the  sugar  operations at its Oahu  Sugar  Company  by  mid-
1995,  such  phase  out  coinciding with the  expiration  of  its
major  land  lease  on Oahu.  Oahu Sugar, which  operated  almost
entirely  on  leased  land,  had incurred  losses  in  its  sugar
operations   in  prior  years  and  expected  those   losses   to
continue   in  the  future.   Oahu  Sugar  completed  the   final
harvest  of  its  crop in April 1995.  The Company  has  shutdown
Oahu  Sugar  and any estimated future costs related to  the  shut
down  are not expected to have a material adverse effect  on  the
financial  condition  of the Company.  The Company  is  currently
pursuing  development  of the fee simple land  it  owns  adjacent
to  the  Oahu  Sugar mill site, including seeking  the  necessary
government  approvals for a light industrial  subdivision  for  a
portion of the property, as discussed below.

      The  sugar  industry in Hawaii has experienced  significant
difficulties  during the past several years.  Growers  in  Hawaii
have  struggled  with  the high costs of production,  which  have
led   to  the  closure  of  several  plantations,  including  the
Company's  sugar  operations on Oahu in 1995.   The  Company  has
tried   to   address  these  challenges  through  a   number   of
different  measures, including a restructuring in  1995,  whereby
its   two  Kauai  plantations  were  consolidated  and  its  Maui
plantation was changed to a seasonal mode.

       While  the  above-noted  changes  have  helped  to  reduce
expenses,  the  Company must continue to explore alternatives  to
further  address  the high costs of sugar production.   One  such
alternative   relates  to  the  three-year  labor  contract   the
Company  has  with its sugar plantation employees, which  expires
in  February  1998.   Within the contract  is  a  provision  that
allows  the Company and the union to renegotiate wages  in  1997.
In  light  of the difficulties the Company has had in  trying  to
improve   the   operating   results  of   its   sugar   business,
management  has  been  meeting  with  union  representatives   to
discuss   appropriate   wage  levels.   After   discussions   and
negotiations  with  the  union, it was agreed  that  wages  would
remain  at  the  current levels until the end  of  the  contract.
This   agreement  is  subject  to  ratification  by   the   union
membership.   The  Company and the union have tentatively  agreed
to  return to the bargaining table during the summer of  1997  to
negotiate  the  terms  for a new contract  which  will  begin  in
1998.  Although  the  Company  is  hopeful  that  it  will  reach
agreement  on  contract  modifications that  would  help  improve
the  viability  of  its  sugar  plantations,  there  can  be   no
assurance that sufficient changes will be agreed upon.

      In  September  1992, Hurricane Iniki struck the  Island  of
Kauai,  causing  considerable damage and loss to the  people  and
businesses  on  Kauai.  The Company has two sugar plantations  on
Kauai,   both  of  which  sustained  considerable  damage.    The
Company's  real  estate  assets on  Kauai  suffered  very  little
damage,  since  most  of  the Company's development  expenditures
up  to  that  time had been focused on the islands  of  Oahu  and
Maui.   The  Company  settled its insurance claims  in  1995  for
the  damage  suffered and collected approximately $30 million  in
proceeds   over   the  three  year  period  subsequent   to   the
hurricane.

      In  the  past, the Company has considered various uses  for
its  sugar-growing lands, such as alternative crops,  to  address
the   uncertainty  of  the  long-term  viability  of  the   sugar
industry.   Although  the  Company  still  continues  to  explore
alternative   crops,  including  cultivating  approximately   500
acres  of  coffee  trees  on Maui, alternative  crops  remain  an
insignificant portion of the Company's agriculture segment.

      The  principal  competitive factors in the Company's  sugar
agricultural   business  are  price,  sugar  yields,   processing
capabilities,   technological   know-how   and   delivery.     In
addition,  the  Company's  agricultural  business  must   contend
with  high  labor  costs  and  with  transportation  expenses  of
shipping  its  raw sugar from Hawaii to the C  &  H  refinery  in
California.

      As  part  of  the  Company's  agriculture  operations,  the
Company  enters  into commodities futures contracts  and  options
in  sugar  as  deemed appropriate to reduce the  risk  of  future
price  fluctuations  in  sugar.   These  futures  contracts   and
options  are  accounted  for as hedges  and,  accordingly,  gains
and  losses  are  deferred and recognized in  cost  of  sales  as
part of the production cost.

      Except  for  C&H (through the Company's interest  in  HSTC,
as  discussed  above),  there is no single agricultural  customer
of  the  Company the loss of which would have a material  adverse
effect  on  the Company.  C&H is contractually bound to  purchase
all  of  the  sugar the Company produces.  If,  for  any  reason,
C&H  were  to cease its operations, the Company would seek  other
purchasers for its sugar.

       The   Company  historically  has  been  involved  in   the
production  of  energy  through  the  burning  of  bagasse,   the
fibrous   by-product   from  sugar  cane   processing,   in   the
Company's   sugar   plantations'   boilers.    The   Company   is
currently  using  these  boilers to  generate  electrical  energy
and  steam  for  the sugar plantations' own consumption  and  for
the  sale  of  the  excess energy, if any, to  the  local  public
utilities.

      WATER  RESOURCES.  On the islands of Kauai, Oahu and  Maui,
the  Company  controls  approximately  300  million  gallons   of
water  per  day,  100 million gallons of water per  day  on  land
which  the  Company  owns  and the remainder  on  land  which  is
leased  by  the  Company.  The Company also owns extensive  civil
engineering  improvements including tunnels,  ditches  and  pumps
which   distribute  water.   Most  of  the  Company's  water   is
currently  used  for  irrigating  sugar  cane.   If  sugar   cane
cultivation  is  curtailed, water resources may become  available
for  other  uses.   However, there can be no assurance  that  the
Company  will  be  able  to  apply the water  that  it  currently
controls  to  other  uses  since landowners'  rights  under  laws
governing  the  use and ownership of water in Hawaii,  especially
as  it  pertains to surface water, are restricted and   unsettled
in many respects.

      The  Company must maintain access to its significant  water
sources  to  conduct  its agricultural operations  and,  in  many
cases,  must  demonstrate a sufficient supply of water  in  order
to  obtain  land development permits. The Company  believes  that
it  has  sufficient  water sources for its  present  and  planned
uses;   however,  there  can  be no assurance  that  the  Company
will  be  able  to  retain or obtain sufficient water  rights  to
support all of its current or future development plans.

      The  Company owns the Waiahole Ditch, which is a series  of
tunnels  and  ditches  (constructed in  the  early  1900's)  that
collects  and has the capacity to transport in excess  of  twenty
million  gallons  of  water per day from  the  windward  part  of
Oahu  to  the  central  Oahu plain on the  Leeward  side  of  the
Koolau  mountain  range.  The Company has filed a  petition  with
the  State  of  Hawaii  Water Commission (the  "Commission")  for
continued  use  of  water that flows through the  Waiahole  Ditch
and  is  currently  waiting for a decision  from  the  Commission
regarding  such  petition.  Water from  the  Waiahole  Ditch  had
previously  been  used  to  irrigate sugar  cane  by  Oahu  Sugar
Company,  a  wholly-owned subsidiary of the  Company.   With  the
closure  of  the Company's sugar operations on Oahu, the  Company
had  to  apply  for  a  new  use permit for  the  Waiahole  Ditch
water.  The  Company  is  seeking to  realize  significant  value
from  this  extensive  ditch  system  by  finding  alternate  end
users  for  the  water.  The State of Hawaii favors  continuation
of  the  flow  of  water  through the  Waiahole  Ditch  for  many
reasons,  among  them  being the recharge  of  the  central  Oahu
aquifer  and  the fact that central Oahu is one  of  the  fastest
growth  areas  in  the State.  However, there  are  a  number  of
individuals  and  certain environmental groups  that  oppose  the
continued  flow  of  water in the Waiahole  Ditch  and  want  the
water  to  remain on the windward side of Oahu.  There  has  been
an  interim determination by the Water Commission that over  one-
half  of  the  Waiahole Ditch water must remain on windward  Oahu
temporarily.  A  final  decision from  the  Water  Commission  is
expected  late  in the second quarter of 1997. There  can  be  no
assurance  that  the  Water Commission will issue  long-term  use
permits  to  the  Company or to potential users  on  the  leeward
side.

      Amfac/JMB  Finance,  Inc.  ("Finance")  is  a  wholly-owned
subsidiary  of  Northbrook Corporation ("Northbrook").  The  sole
business  of  Finance  is  to repurchase,  upon  request  of  the
holders  thereof,  the  Certificate of  Land  Appreciation  Notes
("COLAS")  pursuant to the Repurchase Agreement.   In  connection
with  such  repurchase  obligations of  Finance,  Northbrook  has
agreed  to  contribute  sufficient  capital  or  make  loans   to
Finance  pursuant  to a Keep-Well Agreement,  to  enable  Finance
to  meet  its repurchase obligations of the COLAS. For a  descrip
tion  of  such  obligations pursuant to the Repurchase  Agreement
and  the Keep-Well Agreement referred to above, see Notes  2  and
3  of  Notes to Balance Sheets of Finance.  For a description  of
the  COLAS,  see  Note  5  of  Notes  to  Consolidated  Financial
Statements of the Company.
Item 2.  Properties

      LAND  HOLDINGS.   The major real properties  owned  by  the
Company are described below by island.

     (a)  Oahu

      At  December 31, 1996, the Company owned approximately  800
acres  of  land  on  Oahu.  These consist  of  approximately  136
acres  for  the Waikele Golf Course at Waikele, approximately  60
acres   at   the  Oahu  Sugar  Company  mill-  site  in  Waipahu,
approximately  500 acres on the northeastern, watershed  area  of
windward  Oahu  (which  have  been designated  by  the  State  as
conservation lands) and certain other land parcels.

      Waikele  is  a  master-planned community developed  by  the
Company.   It  is situated on 577 acres of land located  adjacent
to   Waipahu,  a  rapidly  growing  town  eight  miles  west   of
downtown  Honolulu, and at the intersection of Oahu's  two  major
highways.   Construction  of  the Waikele  Project  commenced  in
1989  and  includes approximately 2,900 residential units  on  19
parcels,   a  retail  commercial  center  and  an  18-hole   golf
course.   The  development of the commercial  center  at  Waikele
is  complete,  while  development of residential  units,  ranging
from  multi-family  units to single-family homes,  is  continuing
and  is  expected  to be completed by the end of  1998.   All  of
the  residential  land in Waikele was sold  to  3  builders  from
1990  through  1994.   The Company sold the  land  used  for  the
retail  commercial  center  in 1992.  The  Waikele  golf  course,
which  is still owned by the Company, opened for public  play  in
May    1993.   Waikele   competes   with   other   master-planned
communities on Oahu.

       The  Company  expended  approximately  $1.3  million,  $.5
million  and  $3.0 million in 1996, 1995 and 1994,  respectively,
for  project  costs  at Waikele. Such costs include  construction
of  roadways,  utilities and related infrastructure  improvements
and  the  golf course and clubhouse.  On a cumulative project-to-
date   basis,   the  Company  has  expended  approximately   $118
million  on  project  costs and completed  sales  at  Waikele  of
approximately   $231   million.    Such   sales   have   included
commercial  property and parcel sales to home  builders.   Except
for  certain  contingent participation rights,  the  Company  has
already  received  all  of its proceeds from  the  sales  of  the
residential and commercial parcels at Waikele.

      The  Company  is currently developing the approximately  60
acres  of  fee  simple  land it owns at  the  mill-site  of  Oahu
Sugar  Company  (which was shut down in 1995).  The  Company  has
received  zoning  for  a light industrial subdivision  on  a  37-
acre   portion   of   the  property,  which   excludes   property
containing   the   sugar   mill  and   adjacent   buildings.   In
connection  with  the development of this property,  the  Company
has  received  state  land use urbanization for  the  entire  60-
acre  site.  Marketing  of parcels within  the  light  industrial
subdivision   is   slated   for  mid-to-late   1997   after   the
subdivision  is  complete. In addition,  the  Company  has  begun
the  process  of seeking the necessary government  approvals  for
the  redevelopment  for the remainder of the  mill-site  parcels,
including planned commercial, public and quasi-public uses.

      During  1996,  the Company sold approximately  3  acres  on
Oahu  for  $1  million,  and received  $.3  million  for  certain
contingent participation rights at Waikele.

     (b)  Maui

      On  the  island  of  Maui, the Company  owns  approximately
13,800   acres   of   land,  most  of  which  is   currently   in
agriculture  or  classified as conservation  land.  Approximately
all  of  the  Company's land holdings are located  on  West  Maui
near  the  Kaanapali Beach Resort area.  Approximately 900  acres
in  West  Maui  are  presently designated  urban  and  zoned  for
resort   and  residential  development,  including  approximately
320  acres  comprising  the  two  Kaanapali  Golf  Courses.   The
Company   is   currently  pursuing  development   approvals   for
portions of the surrounding acreage.

       In  March  1991,  the  Company  received  final  land  use
approval  from  the  State for development of  approximately  240
residential  lots on approximately 125 acres of  land,  known  as
"South   Beach  Mauka"  and  located  adjacent  to  the  existing
Kaanapali  Beach  Resort.   In  connection  with  this  land  use
approval,  the  Company  is  committed  to  providing  additional
housing   on   Maui  in  the  affordable  price  range   and   to
participating  in the funding of the design and  construction  of
the  planned bypass highway extending from Lahaina to  the  north
end  of  Kaanapali.  The Company has entered into  a  development
agreement  with  the State Department of Transportation  covering
the  Company's  participation in the design and  construction  of
the  bypass  highway.  It is anticipated that  the  Company  will
expend  up  to  $3.5 million (in the aggregate),  of  which  $2.2
million  has  been spent as of December 31, 1996, in  the  design
of  the  bypass  highway  and widening of the  existing  highway.
The  Company  is marketing Kaanapali Golf Estates, a  residential
community  that  is  part of South Beach Mauka  adjacent  to  the
Kaanapali  Beach  Resort in West Maui. During 1996,  the  Company
sold   18   homesites  for  approximately  $5.5  million,   which
includes  10  homesites  to a developer who  plans  to  construct
and  sell  houses  on these lots.  The Company  currently  has  6
homesites  on  the market, which are priced at approximately  $.5
million each.

      During  1993, the Company obtained final land use  approval
from  the  State,  and certification through the State's  Housing
Finance  Development  Corporation ("HFDC"), for  the  development
of  a  project on approximately 300 acres of Company  land  known
as  "Puukolii  Village",  which is also  located  near  Kaanapali
Beach  Resort.   A  significant portion of the  housing  in  this
project  will  be in the affordable price range. The  final  land
use   approval   and  the  HFDC  development  agreement   contain
certain  conditions  which must be satisfied  in  order  for  the
Company  to  develop  its  lands  in  future  periods.  Moreover,
development  of  most of Puukolii Village cannot  commence  until
after  completion  of  the state-planned Lahaina  bypass  highway
(mentioned   above).   The  proposed  development   of   Puukolii
Village  is  anticipated  to  satisfy  the  Company's  affordable
housing  requirements in connection with the  South  Beach  Mauka
land  use  approval  as  well as for the  Company's  North  Beach
property  (described  below). The Company commenced  construction
of  infrastructure for Puukolii Village in the  last  quarter  of
1996, beginning with an access road.

      The  planned development of the Company's land on  Maui  is
longer  term  in  nature  than  the  time  frame  experienced  at
Waikele.   As  Maui  is  less  populated  than  Oahu   and   more
dependent   on   the  resort/tourism  industry,   much   of   the
Company's  land  is intended for resort and resort-related  uses.
Due  to  overall  economic  conditions  and  trends  in  tourism,
recent  demand  for  these land uses has  been  relatively  weak.
The  Company's  currently  available inventory  of  homesites  on
Maui,  which  is  primarily targeted to the  second  home  buyer,
has   experienced  very  slow  sales  activity  to   date.    The
Company's  competitors on Maui have also experienced  slow  sales
activity  in  the  second  home market. In  connection  with  the
development  of  North  Beach Mauka  and  adjacent  parcels,  the
Company  has  committed  an  additional  $6.7  million  for   the
construction   of   the  bypass  highway,  subject   to   certain
conditions.  The  development  and  construction  of  the  bypass
highway  is expected to be a long-term project that will  not  be
completed  until  the year 2004 or later. The  Company  has  over
300  acres  of  land  in  the adjacent North  Beach  Mauka  area,
currently  designated  by  the  State  Land  Use  Commission  for
agricultural  use,  but  with  an  underlying  project   district
designation  in  the county community plan.   The  Company  plans
to  seek  State urbanization approval for this land. The  Company
is  continuing  to evaluate its planned products and  the  timing
of  development  of  its land holdings in light  of  the  current
weak  market demand and the capital resources needed  for  future
development.   Concurrently, the Company  is  evaluating  certain
land  parcels  for bulk sales. These parcels are  not  considered
strategic to the Company's long-term development plans.

    In  1986,  the Company entered into a joint venture agreement
with  Tobishima  Pacific  Inc., a wholly-owned  subsidiary  of  a
Japanese  company, the purpose of which is to  plan,  manage  and
develop   approximately  96  acres  of  beachfront  property   at
Kaanapali  (known as North Beach).  The joint venture  (in  which
the  Company  has a 50% interest) has State land use  and  County
zoning  approvals  for  the subdivision and  development  of  the
infrastructure  improvements  necessary  to  accommodate  up   to
3,200  hotel  and/or condominium units on this site.  This  North
Beach   property   constitutes  nearly  all  of   the   remaining
developable  beachfront acreage at Kaanapali.  In  October  1992,
the  Company completed construction of a 3-acre park  for  public
use  on  the  North Beach site, which is part of the master  plan
for  this  property and was a requirement imposed by Maui  County
in  obtaining  certain permits.  The development of  North  Beach
continues  to  be  tied to the completion of  the  aforementioned
Lahaina  bypass  highway  or  other traffic  mitigation  measures
satisfactory to the Maui County Planning Commission.

      The  Company is seeking final approvals to develop a  time-
share  resort  on  14  acres  of the North  Beach  property  (the
"Site").  A  land  option/purchase  agreement  was  entered  into
with  Tobishima  in  October  1996.  This  agreement  gives   the
Company  an  option to purchase Tobishima's 50% interest  in  the
Site   for   $7  million.   The  Company  does  not   expect   to
consummate  the  purchase  until  all  discretionary   land   use
permits  are  received for development of the time-share  resort.
In  accordance  with  the  land  option/purchase  agreement,  the
Company  has  made a nonrefundable deposit of $.1 million  (which
may  be  applied  to  the  purchase price)  to  keep  the  option
available     through    September    30,    1997.     Additional
nonrefundable  deposits  may  be  made  to  extend   the   option
through  August  31,  2000.  The Company  has  filed  development
plans  and  related  information  with  the  County  of  Maui  to
obtain  a  Special Management Area ("SMA") permit for  the  time-
share  resort. Although there can be no assurance  that  the  SMA
permit  will  be received (and that if such permit  is  received,
that  its  terms  and  conditions  will  be  acceptable  to   the
Company),   management  is  optimistic  that  the  Company   will
receive the necessary approvals to proceed with the project.

      The  Company  believes that the potential for a  successful
time-share  development at North Beach will be  greatly  enhanced
by  the  involvement of a company with experience  in  the  time-
share  business.  As a result, on February 1, 1997,  the  Company
entered  into  a partnership with affiliates of Interval  Resorts
West,  the  developer  of The Ridge Tahoe resort  in  South  Lake
Tahoe,   Nevada.   The  partnership  will  be   responsible   for
constructing,  developing,  operating,  maintaining,  owning  and
managing  the  time-share  resort  project.  The  Company  has  a
majority  ownership interest in the partnership.   After  receipt
of   the  SMA  permit,  the  partnership  will  need  to  arrange
project   financing  for  the  development  of   the   time-share
resort.  In  addition,  the aforementioned  land  option/purchase
agreement   with  Tobishima  Pacific,  Inc.  includes  short-term
seller  financing,  which the time-share partnership  may  decide
to utilize.

      In  February  1996,  the  Maui  County  Council  adopted  a
Community  Plan  ordinance for West Maui that  does  not  include
any  amendments  to  the current Community  Plan  designation  of
the   Company's   North  Beach  property,  thus   rejecting   the
recommendation  of  certain  citizens  groups  that  wanted  two-
third's  of  North  Beach to be downzoned to "Park"  designation.
The  ordinance  was  signed by the Mayor of the  County  of  Maui
and became effective on February 27, 1996.

      Further,  the  Department of the Army has  determined  that
there  are  two  wetlands  sites on  the  North  Beach  property,
totaling  approximately  21,800 square  feet.   The  Company  has
retained   experts  to  evaluate  these  sites  and   to   ensure
compliance  with  all laws.  While there can be no  assurance  as
to  the  ultimate  determinations with respect  to  the  wetlands
issue,  the  Company does not anticipate that  these  sites  will
materially  adversely  affect  the development  plans  for  North
Beach.

      During  1996,  the  Company  sold  10  acres  on  Maui  for
approximately  $8.4  million, including 18  residential  lots  at
Kaanapali Golf Estates.

       The   Company  also  owns  and  manages  the  championship
Kaanapali  Golf Courses, consisting of a clubhouse  and  two  18-
hole golf courses located at the Kaanapali Beach Resort.

      Approximately  4,900 acres of the Company's  land  on  Maui
are designated as a conservation district.

 (c)  Kauai

     The  Company owns approximately 28,700 acres of land on  the
island  of  Kauai,  most  of which is on the  eastern  (windward)
side  of  the  island.   The large parcels  of  Company  land  on
eastern   Kauai   are   predominantly   used   for   sugar   cane
cultivation.  Approximately 700 acres of this land is  zoned  for
urban  development  and  approximately  12,300  acres  has   been
classified as conservation land.

      In  June  1994, the Company submitted a Land  Use  Boundary
Amendment   Petition   with  the  State  of   Hawaii   Land   Use
Commission  ("LUC")  and  a  General Plan  Amendment  Application
with  the  County of Kauai for the urbanization of  approximately
552   acres   of   land  on  Kauai  currently   in   sugar   cane
cultivation.   The Company proposed a project  planned  to  be  a
mixed   use  master  planned  community  which  will  include   a
variety  of  both  affordable and market rate residential  units,
commercial  and  industrial projects and a  number  of  community
and  public  based  facilities. The  filing  of  these  land  use
applications   is   the   first  step  required   in   converting
agriculture  zoned  land  into urban zoned  land.   There  are  a
number   of   additional  reports,  studies,   applications   and
permits  that  will be required before final land  use  approvals
are  obtained.   In  May 1995, the County of Kauai  approved  the
Company's  General  Plan  Amendment  Application,  subject  to  a
number  of  conditions. In December 1995,  the  LUC  granted  the
land  use  amendments sought by the Company, subject to a  number
of   conditions.   In  May 1996, the Kauai  County  approved  the
Company's    application   to   rezone   the   project.    Before
construction  can  commence,  the Company  must  satisfy  several
conditions  imposed  during  the  approval  process  and   obtain
additional  administrative development permits  for  requirements
such  as  grading  and  subdivision. The  permitting  process  in
Hawaii  has  historically been a very difficult,  time  consuming
and   arduous  process.  There  can  be  no  guarantee  that  all
permits  will  be obtained. Once construction commences,  subject
to  market  conditions and profitability needs,  the  project  is
expected to span over 20 years.

    During  1996, the Company sold, in the aggregate,  711  acres
of  miscellaneous  land parcels on Kauai for  approximately  $5.6
million.

     (d)  Hawaii

       The  approximately  3,400  acres  of  land  owned  by  the
Company  on  the  island  of Hawaii are located  on  the  eastern
(windward)  side  of  the  island, primarily  in  the  Keaau  and
Pahoa  districts,  south of the town of Hilo. Portions  of  these
lands  are  currently leased to independent papaya  growers.  The
Company  does  not  currently have any plans  for  real  property
development  on  the  island  of Hawaii,  but  will  continue  to
pursue ad hoc parcel sales when opportunities exist.

    During  1996,  the  Company sold,  in  the  aggregate,  3,525
acres    of   miscellaneous   land   parcels   on   Hawaii    for
approximately $3.6 million.

       LONG-TERM   LEASES.   Each  of  the  Company's  plantation
subsidiaries  leases  agricultural  lands  from  unrelated  third
parties.   Such  leases vary in length from month-to-month  to  9
years  and  cover  parcels of land ranging in  acreage  from  one
acre  to  27,474  acres.   Certain of  such  leases  provide  the
Company,  as  lessee, with licenses for water  use.   Almost  all
of  the  leased  land of the Company is used in its  agricultural
businesses,  primarily  in connection with  the  cultivation  and
processing  of  sugar cane, with almost 15,000  acres  of  leased
land  currently  under cultivation.  Most of the  leases  provide
for  the  Company  to  pay  fixed annual minimum  rents  (ranging
from  $13  to $131 per usable acre), plus additional rents  based
upon  a  percentage of gross receipts generated by the  Company's
sugar cane operations on such land.

      The  following  summary  lists  the  material  agricultural
land  leases  of  the  Company's subsidiaries,  as  lessees,  and
certain material terms thereof:

                Approximate           Current
                 Current   Approximate Annual  Additional Rent
     Expiration Sugar Cane   Gross    Minimum  as % of Gross  Renewal
Lease    Date     Acreage   Acreage    Rent     Receipts       Option
------ -------  ---------  ----------- -------  --------     ----------

Kekaha  mnth to mnth 7,926  27,474    $251,500  variable          --
Lihue   10/30/99     4,054   6,200    $ 56,370  variable          --
Lihue   12/15/02         0   3,106    $ 20,630      none          --
Lihue   1/31/95(1)   1,919   5,151    $ 21,500  variable          --
Pioneer mnth to mnth   889   1,639    $ 51,000  variable          --
Pioneer  12/31/05      770   2,509    $100,917     7.25%          --

(1)  The Company is currently finalizing a new lease with the lessor.

Item 3.  Legal Proceedings

      The  Company  and/or  certain of its affiliates  have  been
named  as  defendants in several pending lawsuits, most of  which
constitute   routine  litigation  arising   from   the   ordinary
conduct  of  its businesses.  While it is impossible  to  predict
the  outcome  of the pending (or threatened) litigation  and  for
which  potential  liability  is not  covered  by  insurance,  the
Company  is  of  the  opinion that the  ultimate  liability  from
such   litigation  will  not  materially  adversely  affect   the
Company's financial condition.



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

      There  were  no  matters submitted to a  vote  of  security
holders during 1995 and 1996.







                            PART II


Item  5.   Market for the Company's and Finance's  Common  Equity
and Related Security Holder Matters

      The  Company  is  a wholly-owned subsidiary  of  Northbrook
Corporation  and,  hence,  there is  no  public  market  for  the
Company's  common  stock.   Finance is a wholly-owned  subsidiary
of  Northbrook  Corporation and there is  no  public  market  for
Finance's common stock.




<TABLE>
Item 6.  Selected Financial Data


                     AMFAC/JMB HAWAII, INC.

For the years ended December 31, 1996, 1995, 1994, 1993 and 1992

                     (Dollars in Thousands)
<CAPTION>
                                1996    1995      1994     1993    1992(c)
                               ------  -------  -------- -------   -------
<S>                           <C>      <C>      <C>      <C>      <C>
Total revenues (d)              $97,406  101,607  157,963  140,462  230,212
                              ========  =======   =======  ======= ========
Net income (loss) (e)          $(34,166)  12,708  (13,033)    (509) (60,979)
                              ========  =======  ========  ======= ========
Net income (loss) per share (b)

Total assets                   $483,605  527,598  614,547  644,711  633,995
                               ========  =======  ======= ======== ========
Amounts due affiliates -
financing                     $ 103,579   76,911   15,097   15,097   28,098
                               ========  ========  ======= ======== ========
Certificate of Land Appreciation
  Notes                        $220,692  220,692  384,737  384,737  384,737
                              ========  ========  ======= ======== ========
<FN>
  (a)   The above selected financial data should be read in conjunction with the
financial  statements and the related notes appearing elsewhere in  this  annual
report on Form 10-K.

  (b)    The  Company is a wholly-owned subsidiary of Northbrook  Corporation  ;
therefore, net loss per share is not presented.

  (c)   In 1992, the Company adopted Statement of Financial Accounting Standards
No.   106,  "Employers'  Accounting  for  Postretirement  Benefits  Other   Than
Pensions."   The Company elected to immediately recognize the cumulative  effect
of  the  change  in  accounting for postretirement benefits  of  $43,442  (after
reduction of income taxes of $26,626), which is reflected in the 1992 net loss.

  (d)   Total revenues includes interest income of $463 in 1996, $1,288 in 1995,
$1,977 in 1994, $1,070 in 1993 and $1,534 in 1992.

  (e)     In  1995,  the  Company  recognized an  extraordinary  gain  from  the
extinguishment of debt of $32,544 (after reduction  of income taxes of $20,807),
which is reflected in 1995 net income.

</TABLE>

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

Liquidity and Capital Resources

        All    references    to    "Notes"    herein    are    to    Notes    to
Consolidated Financial Statements contained in this report.

       On   December   5,   1988,   the  Company  commenced   an   offering   to
the    public    of   COLAS   pursuant   to   a   Registration   Statement    on
Form   S-1   under   the   Securities  Act  of  1933.   A   total   of   384,737
COLAS   were   issued   prior   to   the  termination   of   the   offering   on
August   31,   1989.    The   net   proceeds   received   from   the   sale   of
the    COLAS    totaled    approximately   $352   million    (after    deduction
of     organization    and    offering    expenses    of    approximately    $33
million).    Such   net   proceeds  have  been   used   to   repay   a   portion
of    the    acquisition-related    financing,    which    was    incurred    to
pay    certain    costs    associated    with    the    Merger    including    a
portion    of    the    Merger   consideration   paid   to    shareholders    of
Amfac.

       On   March   14,   1989,   Amfac/JMB   Finance,   Inc.   ("Finance"),   a
wholly-owned         subsidiary        of         Northbrook         Corporation
("Northbrook")    and   the   Company   entered   into   an    agreement    (the
"Repurchase     Agreement")     concerning     Finance's     obligations     (on
June   1,   1995   and   June   1,  1999)  to  repurchase,   upon   request   of
the    holders    thereof,   the   COLAS.    The   COLAS    were    issued    in
units   consisting   of  one  Class  A  COLA  and  one   Class   B   COLA.    As
specified    in    the   Repurchase   Agreement,   the   repurchase    of    the
Class    A   COLAS   on   June   1,   1995   may   have   been   requested    of
Finance   by   the   holders  of  such  COLAS  at   a   price   equal   to   the
original    principal    amount    of    such    COLAS    ($500)    minus    all
payments    of    principal   and   interest   allocated    to    such    COLAS.
The   repurchase   of   the   Class  B  COLAS   on   June   1,   1999   may   be
requested   of   Finance   by   the  holders  of   such   COLAS   at   a   price
equal   to   125%   of   the   original   principal   amount   of   such   COLAS
($500)    minus    all   payments   of   principal   and   interest    allocated
to     such    COLAS.     Through    the    date    of    this    report,    the
cumulative   interest   paid   per  Class  A  COLA   and   Class   B   COLA   is
approximately $165 and $165, respectively.

        On    March    14,   1989,   Northbrook   entered   into   a   keep-well
agreement     with     Finance,    whereby    it    agreed     to     contribute
sufficient   capital   or   make   loans   to   Finance   to   enable    Finance
to    meet    the    COLA    repurchase   obligations,   if    any,    described
above.      Notwithstanding     Finance's    repurchase     obligations,     the
Company    may    elect    to    redeem    any    COLAS    requested    to    be
repurchased at the specified price.

       On   March   15,   1995,   pursuant  to  the   indenture   that   governs
the    terms   of   the   COLAS   (the   "Indenture"),   the   Company   elected
to   offer   to   redeem   (the   "Redemption  Offer")   all   Class   A   COLAS
from     its     registered    holders.     Pursuant    to    the     Redemption
Offer,   and   in   accordance   with  the   terms   of   the   Indenture,   the
Company   was   therefore   obligated   to   purchase   any   and   all    Class
A   COLAS   submitted   pursuant   to  the   Redemption   Offer   at   a   price
of   $365   per   Class   A   COLA.    In   conjunction   with   the   Company's
Redemption   Offer,   the   Company   made   a   tender   offer   (the   "Tender
Offer")    to    purchase   up   to   approximately   $68   million    principal
value   of   the  Class  B  COLAS  at  a  price  of  $220  per  Class   B   COLA
from    COLA    holders    electing   to    have    their    Class    A    COLAS
repurchased.      Approximately     229,000     Class     A      COLAS      were
submitted    for   repurchase   pursuant   to   the   Redemption    Offer    and
approximately     99,000     Class    B     COLAS     were     submitted     for
repurchase     pursuant     to     the    Tender     Offer,     requiring     an
aggregate    payment   of   the   Company   of   approximately   $105    million
on    June    1,    1995.   The   Company   used   its   available    cash    to
purchase    Class    B    COLAS   pursuant   to    the    Tender    Offer    and
borrowed   $52   million   from   Northbrook   to   purchase   Class   A   COLAS
pursuant to the Redemption Offer.

        In    addition   to   the   $52   million   borrowed   from   Northbrook
to   redeem   Class   A   COLAS   pursuant  to   the   Redemption   Offer   (see
Note    5),    the    Company    has   also   borrowed    approximately    $18.8
million    and    $9.8    million   during   1996   and   1995,    respectively,
to    fund    COLA    Base    Interest   payments    and    other    operational
needs.     These   loans   from   Northbrook   are   payable   interest    only,
mature   on   June   1,   1998   and   carry  an   interest   rate   per   annum
equal    to    the   prime   interest   rate   plus   two   percent.    Pursuant
to    the    Indenture   relating   to   the   COLAS,   the   amounts   borrowed
from    Northbrook    are    considered    "Senior    Indebtedness"    to    the
COLAS.

       As   a   result   of   the   COLA  repurchases,   the   Company   retired
approximately   $164   million   face   value   of   debt   and   recognized   a
financial    statement   gain   in   the   second    quarter    of    1995    of
approximately    $32.5    million   (net    of    income    taxes    of    $20.8
million,    the    write-off   of   deferred   financing    costs    of    $10.0
million,    the   write-off   of   accrued   contingent   base    interest    of
$5.7    million    and   expenses   of   $.9   million).     Such    gain    was
treated     as     cancellation    of    indebtedness     income     for     tax
purposes    and,    accordingly,   the   income    taxes    related    to    the
Class    A   Redemption   Offer   (approximately   $9.1   million)   were    not
indemnified by the tax agreement with Northbrook (see Note 1).

        Pursuant   to   the   terms   of   the   Indenture   relating   to   the
COLAS,   the   Company   is   required   to   maintain   a   Value   Maintenance
Ratio   of   1.05   to   1.00.  Such  ratio  is  equal   to   the   relationship
of   the   Company's   Net  Asset  Value  (defined  as   the   excess   of   (i)
Fair   Market   Value   of   the  gross  assets  of  the   Company   over   (ii)
the    amount    of    the   liabilities   (excluding   liabilities    resulting
from       generally      accepted      accounting      principles       enacted
subsequent   to   the   date   of   the  Indenture)   of   the   Company   other
than    the    outstanding    principal    balance    of    the    COLAS,    any
unpaid     Mandatory    and    Contingent    Base    Interest,    and    certain
other   liabilities,   to   the   sum   of   (x)   the   outstanding   principal
amount   of   the   COLAS,   plus   (y)   any   unpaid   Base   Interest,   plus
(z)     the     outstanding    principal    balance    of    any    Indebtedness
incurred    to    redeem    COLAS.    The   COLA    Indenture    requires    the
Company    to    obtain   independent   appraisals   of    the    fair    market
value    of    the    gross    assets    used    to    calculate    the    Value
Maintenance    Ratio    as    of    December   31    in    each    even-numbered
calendar     year.    Accordingly,    the    Company    obtained     independent
appraisals    of    substantially    all    of    its    gross    real    estate
assets   as   of   December   31,   1996;   the   appraised   values   of   such
assets   were   sufficient   to   meet   the   Value   Maintenance   Ratio.   In
odd-numbered     years    (during    which    time    appraisals     are     not
required)   the   Fair   Market   Value   of   the   gross   assets    of    the
Company     used    to    compute    the    Value    Maintenance    Ratio     is
determined    by    the   Company's   management.    To    the    extent    that
management    believes    that   the   aggregate   Fair    Market    Value    of
the   Company's   assets   exceeds   by   more   than   5%   the   Fair   Market
Value    of    such   assets   included   in   the   most   recent    appraisal,
the    Company    must   obtain   an   updated   appraisal    supporting    such
increase.   It   should   be   noted   that   the   concept   of   Fair   Market
Value    is    intended   to   represent   the   value   that   an   independent
arm's-length    purchaser,   seeking   to   utilize   such   asset    for    its
highest   and   best   use   would   pay,   taking   into   consideration    the
risks    and    benefits    associated   with   such   use    or    development,
current       restrictions      on      development      (including       zoning
limitations,      permitted      densities,     environmental      restrictions,
restrictive    covenants,   etc.)   and   the   likelihood   of    changes    to
such    restrictions;   provided,   however,   that   with   respect   to    any
Fair   Market   Value   determination   of   all   of   the   assets   of    the
Company,   such   assets  shall  not  be  valued  as  if   sold   in   bulk   to
a    single    purchaser.     There   can   be    no    assurance    that    the
Company's     properties     can     be    ultimately     sold     at     prices
equivalent to their appraised values.

        In    June    1991,    the   Company   obtained    a    five-year    $66
million    loan    from    the    Employees'   Retirement    System    of    the
State   of   Hawaii   ("ERS").   The  nonrecourse   loan   is   secured   by   a
first     mortgage     on    the    Kaanapali    Golf    Courses,     and     is
considered    "Senior    Indebtedness"   (as   defined    in    the    Indenture
relating   to   the   COLAS).   The  loan  bore   interest   at   a   rate   per
annum    equal    to   the   greater   of   (i)   the   base    interest    rate
announced   by   the   Bank  of  Hawaii  on  the  first   of   July   for   each
year   or   (ii)   ten   percent   per  annum  through   June   30,   1993   and
nine     percent     per     annum    thereafter.    The     annual     interest
payments    were   in   excess   of   the   cash   flow   generated    by    the
Kaanapali Golf Courses.

       In   April   1996,   the   Company  reached   an   agreement   to   amend
the    loan   with   the   ERS,   extending   the   maturity   date   for   five
years.     In   exchange   for   the   loan   extension,   the   ERS    received
the   right   to   participate   in   the   "Net   Disposition   Proceeds"   (as
defined)    related    to    the    sale   or   refinancing    of    the    golf
courses   or   at   the  maturity  of  the  loan.   The   ERS   share   of   the
Net    Disposition    Proceeds   increases   from   30%   through    June    30,
1997,   to   40%   for  the  period  from  July  1,  1997  to  June   30,   1999
and     to     50%     thereafter.     The    loan     amendment     effectively
adjusted   the   interest   rate  as  of  January  1,   1995   to   9.5%   until
June   30,   1996.    After   June   30,   1996,   the   loan   bears   interest
at    a    rate    per    annum   equal   to   8.73%.    The   loan    amendment
requires   the   Company  to  pay  interest  at  the  rate   of   7%   for   the
period   from   January   1,   1995  to  June   30,   1996,   7.5%   from   July
1,   1996   to   June  30,  1997,  7.75%  from  July  1,  1997   to   June   30,
1998    and   8.5%   thereafter   ("Minimum   Interest").   The   Company    has
made    payments    in   1996   totaling   $6.5   million,   which    represents
the    Minimum    Interest    due    through   October    1,    1996.    Accrued
Minimum   Interest   as   of   December  31,  1996   was   $1.2   million.   The
scheduled    minimum   payments   are   paid   quarterly   on   the    principal
balance    of   the   $66   million   loan.    The   difference   between    the
accrued     interest    expense    and    the    Minimum    Interest     payment
accrues   interest   and   is   payable  on  an   annual   basis   from   excess
cash    flow,   if   any,   generated   from   the   Kaanapali   Golf   Courses.
The    total   accrued   interest   payable   from   excess   cash   flow    was
approximately    $3.2    million   as   of   December   31,    1996.    Although
the     outstanding     loan     balance    remains     nonrecourse,     certain
payments     and     obligations,    such    as     the     Minimum     Interest
payments    and    the   ERS's   share   of   appreciation,    if    any,    are
recourse    to    the    Company.     However,   the    Company's    obligations
to   make   future   Minimum  Interest  payments  and   to   pay   the   ERS   a
share    of    appreciation    would    be    terminated    if    the    Company
tendered   an   executed   deed   to   the   golf   course   property   to   the
ERS in accordance with the terms of the amendment.

        In    October    1993,   Waikele   Golf   Club,   Inc.    ("WGCI"),    a
wholly-owned    subsidiary   of   the   Company   that   owns    and    operates
the   Waikele   Golf   Course,   obtained  a  five   year   $20   million   loan
facility    from    two    lenders.    The   loan   consists    of    two    $10
million    amortizing    loans.    Each   loan   bore    interest    only    for
the   first   two   years   with   interest   and   principal   payments   based
upon    a    20    year   amortization   period   for   the   remaining    three
years.     The    loans   bear   interest   at   prime   (8.25%   at    December
31,   1996)   plus   1/2%   and  LIBOR  (5.5%  at  December   31,   1996)   plus
3%,    respectively.     WGCI    received   an   initial    funding    of    $14
million   of   which   $.6   million  was  held   back   by   the   lenders   to
pay    interest.    In   October   1994,   in   accordance   with    the    loan
agreement,    the    Company   received   an   additional    funding    of    $6
million   (part   of   the   aggregate   $20   million)   and   a   release   of
the     $.6     million    interest    holdback,    both    of    which     were
contingent    upon    achieving   a   certain    level    of    Net    Operating
Income   (as   defined)   by   the   golf   course   during   the   first    six
months    of   1994.    The   loan   is   secured   by   WGCI's   assets    (see
Note    6),    is    guaranteed    by   the   Company    and    is    considered
"Senior    Indebtedness"   (as   defined   in   the    COLA    Indenture).    In
February   1997,   WGCI   entered   into   an   amended   and   restated    loan
agreement    with    the    Bank    of   Hawaii,   whereby    the    outstanding
principal    amount    of    the    loan   has    been    increased    to    $25
million,   the   maturity   date   has   been   extended   to   February   2007,
the   interest   rate   has   been  changed  to  LIBOR   plus   2%   until   the
fifth    anniversary   and   LIBOR   plus   2.5%   thereafter   and    principal
is to be repaid based on a 30-year amortization schedule.

        Pursuant   to   an   agreement   entered   into   with   the   City   of
Honolulu    in   1991   relating   to   the   development   of   the   Company's
Waikele   project,   if   the   Company   sells   the   Waikele   golf    course
and   depending   on   the   price  and  resolution   of   certain   issues,   a
payment   of   up   to  $15  million  might  be  required   to   be   given   to
the   City   to   be   used   to  assist  in  the  City's   affordable   housing
developments.

        In    December    1996,   Amfac   Property   Development    Corporation,
a    wholly-owned    subsidiary    of    the    Company,    obtained    a    $10
million   loan   facility   from  a  Hawaii   bank.    The   loan   is   secured
by   a   mortgage   on   property  under  development  at   the   former   mill-
site    of    Oahu    Sugar,    and   is   considered   "Senior    Indebtedness"
(as   defined   in   the   Indenture  relating  to   the   COLAS).    The   loan
bears   interest   at   the   bank's  base   rate   (8.25%   at   December   31,
1996) plus .5% and matures on December 1, 1998.

        A   significant   portion   of   the   Company's   cash   needs   result
from   the   nature   of   the   real   estate   development   business,   which
requires      significant      investment     in      preparing      development
plans,      seeking     land     urbanization     and     other     governmental
approvals,    and    completing    infrastructure    improvements    prior    to
the   realization   of   sales   proceeds.    The   Company   has   funded   its
cash    requirements   to   date   primarily   through   the   use   of   short-
term    bank   borrowings,   long-term   financing   secured   by    its    golf
courses   on   Maui   and   Oahu   and  by  a  planned   real   estate   project
on     Oahu,    borrowings    from    affiliates    and    revenues    generated
from     the     development    and    sale    of     its     properties     and
investments.       Funding      of      the      Company's      future      cash
requirements    is    dependent    upon    obtaining    appropriate    financing
and    revenues   generated   from   the   development   and   sale    of    its
properties.

        In    order    to    generate   additional   cash    flows    for    the
Company,    management    has    identified   certain    land    parcels    that
are    not   included   in   the   Company's   long-term   development    plans.
During    1996,    the   Company   generated   approximately    $13.4    million
from    non-strategic    land   sales   and   an   additional    $5.5    million
from    the    sale    of    18   lots   at   the   Kaanapali    Golf    Estates
development    on   the   island   of   Maui.    During   1995,   the    Company
generated    approximately   $30.8   million   in   land    sales,    most    of
which    related    to    non-strategic   parcels.     In    addition,    during
1995    the    Company   received   an   approximate   $1.0   million   deposit,
which represents the purchase price for 10 acres on Oahu.

        During    1994,    the    Company    generated    approximately    $44.3
million   in   property   sales   primarily  from   the   sale   of   the   last
two    remaining    residential   parcels   at   the    Waikele    project    on
Oahu    for   approximately   $37   million.   The   remaining   $7.3    million
of   property   sales   in   1994  related  to  land  sales   on   the   islands
of    Maui,    Kauai   and   Hawaii.    Additionally,   the   Company   received
an     approximate    $4.2    million    deposit,    which    represented    the
purchase price for 452 acres on Maui.

        At    December   31,   1996,   the   Company   had   cash    and    cash
equivalents of approximately $8.7 million.

        The    Company    intends    to   use   its   cash    reserves,    sales
proceeds    and    financing   or   joint   venture   arrangements    to    meet
its     short-term     and     long-term    liquidity    requirements,     which
include    funding   the   remaining   development   costs   at   Waikele    and
on    West    Maui,    Oahu   and   Kauai,   agricultural   deficits,    payment
of    interest   expense,   and   the   repayment   of   principal    on    debt
obligations,    as    necessary.     The    Company's    long-term     remaining
liquidity    is    dependent   upon   its   ability   to    obtain    additional
financing     and    the    consummation    of    certain    property     sales.
There    can    be   no   assurance   that   additional   long-term    financing
can    be    obtained   or   property   sales   consummated.    The    Company's
land    holdings   on   Maui   and   Kauai   are   its   primary    source    of
future    land    sale    revenues.   However,    due    to    current    market
conditions,    the   difficulty   in   obtaining   land   use   approvals    and
the     high    development    cost    of    required    infrastructure,     the
planned   development   of   these   land   holdings   and   the   ability    to
generate   cash   flow   from   these  land  holdings   are   longer   term   in
nature      than     the     time     frame     experienced     at      Waikele.
Accordingly,     if    no    such    financing    can     be     obtained     or
additional    property    sales   consummated,   the    Company    will    defer
(to     the     extent     possible)    development    costs     and     capital
expenditures       to      meet      long-term      liquidity      requirements.
Additionally,    the   Company's   plans   for   property   sales    may    also
be    adversely   impacted   by   the   inability   of   potential   buyers   to
obtain financing.

         The    Company    uses    the    effective    interest    method    and
accrued   interest   on   the   COLAS  at  4%   per   annum   ("Mandatory   Base
Interest")    for    the   years   ended   December   31,   1994,    1995    and
1996.    The   Company   did   not   generate  a   sufficient   level   of   Net
Cash   Flow   to   pay   Base   Interest  on  the  COLAS   (see   Note   5)   in
excess   of   4%   for   1994,   1995   and   1996.   With   respect   to    any
calendar    year,   JMB   or   its   affiliates   may   receive   a    Qualified
Allowance    in    an    amount    equal   to:    (i)    approximately    $6,200
during   each   of   the   calendar   years  1989   through   1993,   and   (ii)
thereafter,    1-1/2%    per   annum   of   the   Fair    Market    Value    (as
defined)    of    the    gross    assets    of    the    Company     and     its
subsidiaries     (other     than    cash    and     cash     equivalents     and
Excluded    Assets    (as    defined))   for    providing    certain    advisory
services    for    the    Company.    However,    such    amounts    shall    be
earned   and   paid   for   each  year  only  following   the   payment   of   a
specified   level   of   Base   Interest  to   the   holders   of   the   COLAS.
Any   portion   of   the   Qualified   Allowance   not   paid   for   any   year
shall     accumulate     without    interest.    Any     Qualified     Allowance
subsequent   to   1989   has   been   deferred   and   is   payable   only    to
the    extent   future   Net   Cash   Flows   are   sufficient   to   pay    the
holders    of    the    COLAS    a    specified    level    of    return    and,
accordingly,    no    such    amounts    have    been    reflected    in     the
accompanying      consolidated      financial      statements.      JMB      has
informed    the    Company    that   no   incremental    costs    or    expenses
have   been   incurred   relating   to   the   provision   of   these   advisory
services.     The   Company   believes   that   using   an   incremental    cost
methodology is reasonable.

        The    Company    continues   to   implement   certain   cost    savings
measures    and    to    defer   development   project   costs    and    capital
expenditures    for    longer-term    projects.    The    Company's     Property
segment    expended    approximately   $7.9    million    in    project    costs
during 1996.

         During     1995,     the     Company     restructured     its     sugar
operations    to    improve   efficiencies   and   reduce    costs,    including
consolidation    of    the   operations   at   its   two    Kauai    plantations
and    changing   to   a   seasonal   mode   of   operations   at    its    Maui
plantation (consistent with other global sugar operations).

       The   price   of   raw   sugar  that  the  Company  receives   is   based
upon     the     price     of    domestic    sugar    (less     delivery     and
administrative      costs)     as     currently     controlled      by      U.S.
Government     price    supports    legislation.    On    April     4,     1996,
President     Clinton    signed    the    Federal    Agriculture     Improvement
and   Reform   Act   of   1996  ("the  Act").   The  Act,   which   expires   in
2002,   keeps   the   loan   rate  at  18  cents  per   pound.    However,   the
Act    includes    certain   other   adjustments   to    the    sugar    program
including    making    crop    loans    recourse    to    the    producer    and
repealing    marketing   allotments   which   may   over   time   depress    the
domestic   price   of   raw   sugar.   There   can   be   no   assurance   that,
in    the    future,    the    government   price   support    will    not    be
reduced     or     eliminated     entirely.     Such     a     reduction      or
elimination    of    price   supports   could   have    a    material    adverse
affect    on    the    Company's    agriculture   operations,    and    possibly
could    cause    the    Company   to   evaluate   the    cessation    of    its
remaining sugar cane operations.

       In   August   1993,   the   Company  announced   its   plans   to   phase
out    the   sugar   operations   at   its   Oahu   Sugar   Company   by    mid-
1995,    such    phase   out   coinciding   with   the   expiration    of    its
major    land   lease   on   Oahu.    Oahu   Sugar,   which   operated    almost
entirely    on    leased   land,   had   incurred   losses    in    its    sugar
operations    in    prior    years    and    expected    those     losses     to
continue    in    the    future.     Oahu    Sugar    completed    the     final
harvest   of   its   crop   in   April  1995.  The   Company   has   shut   down
Oahu   Sugar   and   any   estimated  future   costs   related   to   the   shut
down   are   not   expected   to  have  a  material  adverse   effect   on   the
financial    condition   of   the   Company.    The   Company    is    currently
pursuing    development   of   the   fee   simple   land   it   owns    adjacent
to    the    Oahu   Sugar   mill   site,   including   seeking   the   necessary
government    approvals   for   a   light   industrial   subdivision    for    a
portion of the property, as discussed below.

        The    sugar    industry   in   Hawaii   has   experienced   significant
difficulties   during   the   past   several   years.    Growers    in    Hawaii
have    struggled   with   the   high   costs   of   production,   which    have
led    to    the    closure    of    several    plantations,    including    the
Company's    sugar   operations   on   Oahu   in   1995.    The   Company    has
tried     to     address    these    challenges    through    a    number     of
different    measures,   including   a   restructuring    in    1995,    whereby
its    two    Kauai    plantations    were   consolidated    and    its    sugar
operations on Maui were changed to a seasonal mode.

        While    the    above-noted    changes    have    helped    to    reduce
expenses,    the   Company   must   continue   to   explore   alternatives    to
further   address   the   high   costs   of   sugar   production.    One    such
alternative     relates    to    the    three-year    labor     contract     the
Company    has   with   its   sugar   plantation   employees,   which    expires
in    February    1998.   Within   the   contract   is    a    provision    that
allows   the   Company   and   the   union  to  renegotiate   wages   in   1997.
In   light   of   the   difficulties  the  Company  has   had   in   trying   to
improve     the     operating     results     of     its     sugar     business,
management     has    been    meeting    with    union    representatives     to
discuss      appropriate     wage     levels.     After     discussions      and
negotiations    with   the   union,   it   was   agreed   that    wages    would
remain    at   the   current   levels   until   the   end   of   the   contract.
This     agreement    is    subject    to    ratification    by    the     union
membership.    The    Company   and   the   union   have   tentatively    agreed
to   return   to   the   bargaining  table  during  the  summer   of   1997   to
negotiate   the   terms   for   a   new   contract   which   will    begin    in
1998.    Although    the    Company   is   hopeful   that    it    will    reach
agreement    on    contract    modifications    that    would    help    improve
the    viability    of    its   sugar   plantations,    there    can    be    no
assurance that sufficient changes will be agreed upon.

        In    early   March   1997,   the   Company   announced   a   management
restructuring    that    has    resulted    in    the    creation     of     six
separately     operating     entities    in    the     following     businesses:
Sugar,    Golf,    Coffee,   Water,   Land   Management    and    Real    Estate
Development.     Each     separate    company    or     division     will     be
responsible    for    its    own   operations.   The   Company    believes    it
will       operate      more      effectively      as      several       smaller
entrepreneurial      companies,     rather      than      as      one      large
conglomerate.     Approximately    four     percent     of     the     Company's
total     employees     were     released     as     a     result     of     the
restructuring.

Results of Operations

     General:

       The   Company   and   its   subsidiaries   report   its   taxes   as    a
part    of    the   consolidated   tax   return   of   the   Company's   parent,
Northbrook.     The    Company    and    its    subsidiaries    have     entered
into    a    tax    indemnification    agreement    with    Northbrook,    which
indemnifies       the      Company      and      its      subsidiaries       for
responsibility    for    all   past,   present   and    future    federal    and
state    income    tax    liabilities   (other   than   income    taxes    which
are     directly     attributable     to    cancellation     of     indebtedness
income   caused   by   the   repurchase   or   redemption   of   securities   as
provided for in or contemplated by the Repurchase Agreement).

        Current    and   deferred   taxes   have   been   allocated    to    the
Company    as    if    the    Company    were    a    separate    taxpayer    in
accordance    with   the   provisions   of   SFAS   No.   109    -    Accounting
for     Income     Taxes.      However,    to     the     extent     the     tax
indemnification    agreement    does    not    require    the     Company     to
actually    pay   income   taxes,   current   taxes   payable   or    receivable
(excluding    income    taxes    which    are    directly    attributable     to
cancellation    of    indebtedness   income    caused    by    the    repurchase
or   redemption   of   securities   as   provided   for   in   or   contemplated
by    the    Repurchase    Agreement)   have   been    reflected    as    deemed
contributions     and     distributions,     respectively,     to     additional
paid-in     capital     in     the    accompanying    consolidated     financial
statements.

        Accrued    expenses   decreased   as   of   December   31,    1996    as
compared     to     December    31,    1995,    primarily     due     to     the
reclassification   of   deferred   interest   on   the   ERS   loan   to    non-
current.

        Current    portion   of   long-term   debt   decreased   and   long-term
debt   increased   as   of   December  31,  1996   as   compared   to   December
31,    1995,    due   primarily   to   the   reclassification   of    the    ERS
loan    from    current   to   long-term   (see   Note   6).     In    addition,
long-term    debt   increased   as   of   December   31,   1996   as    compared
to    December   31,   1995   due   to   financing   obtained   for   the   Oahu
Industrial Project.

         The     current    portion    of    amounts    due    to     affiliates
decreased   as   of   December   31,  1996   as   compared   to   December   31,
1995   due   to   the   payment   of   interest   on   financing   provided   by
affiliates     and     the    reclassification    of    certain     intercompany
payables from current to long-term (see Note 9).

         The    long-term    portion    of    amounts    due    to    affiliates
increased   as   of   December   31,  1996   as   compared   to   December   31,
1995,     due     to    the    reclassification    of    certain    intercompany
payables from current to long-term (see Note 9).

        Other    long-term   liabilities   increased   as   of   December    31,
1996    as   compared   to   December   31,   1995   primarily   due   to    the
difference    between    the    interest    expense    accrued    and    Minimum
Interest   payments   required   under   the   amended   terms   of   the    ERS
loan   (see   Note   6)   offset  in  part  by  reductions   to   reserves   for
prior land sales.

        Interest    expense    increased   for   the   year    ended    December
31,    1996    as   compared   to   the   year   ended   December    31,    1995
primarily     due     to    interest    expense    related     to     additional
affiliated    financing,   partially   offset   by    the    early    retirement
of Class A and Class B COLAS.




 Agriculture:

         The    Company's    Agriculture    segment    is    responsible     for
activities    related   to   the   cultivation,   processing   and    sale    of
sugar     cane     and     other    agricultural    products.      Agriculture's
revenues   are   primarily   derived   from   the   Company's   sale   of    its
raw sugar.

        The    Company's    sugar    plantation    subsidiaries    sell    their
raw    sugar    production   to   the   Hawaiian   Sugar   and    Transportation
Company    ("HSTC"),    which    is    an   agricultural    cooperative    owned
by    the    major    Hawaii   producers   of   raw   sugar    (including    the
Company),    under    a    marketing   agreement.    HSTC    sells    the    raw
sugar    production    to    the   California   and   Hawaii    Sugar    Company
("C&H")   pursuant   to   a   long-term   supply   contract.    The   terms   of
the    supply    contract    do   not   require    a    specified    level    of
production    by   the   Hawaii   producers;   however,   HSTC   is    obligated
to    sell    and    C&H   is   obligated   to   purchase    any    raw    sugar
produced.     HSTC    returns    to   its   raw   sugar    suppliers    proceeds
based     upon     the    domestic    sugar    price    less    delivery     and
administrative    charges.     The    Company    recognizes     revenues     and
related cost of sales upon delivery of its raw sugar to C&H.

       The   price   of   raw   sugar  that  the  Company  receives   is   based
upon     the     price     of    domestic    sugar    (less     delivery     and
administrative      costs)     as     currently     controlled      by      U.S.
Government    price    supports    legislation.     On    April     4,     1996,
President     Clinton    signed    the    Federal    Agriculture     Improvement
and   Reform   Act   of   1996  ("the  Act").   The  Act,   which   expires   in
2002,   keeps   the   loan   rate  at  18  cents  per   pound.    However,   the
Act    includes    certain   other   adjustments   to    the    sugar    program
including    making    crop    loans    recourse    to    the    producer    and
repealing    marketing   allotments   which   may   over   time   depress    the
domestic   price   of   raw   sugar.   There   can   be   no   assurance   that,
in    the    future,    the    government   price   support    will    not    be
reduced     or     eliminated     entirely.      Such     a     reduction     or
elimination    of    price   supports   could   have    a    material    adverse
affect    on    the    Company's    agriculture   operations,    and    possibly
could    cause    the    Company   to   evaluate   the    cessation    of    its
remaining sugar cane operations.

        As    part    of    the    Company's   agriculture    operations,    the
Company    enters    into    commodities   futures   contracts    and    options
in    sugar   as   deemed   appropriate   to   reduce   the   risk   of   future
price     fluctuations    in    sugar.     These    futures    contracts     and
options    are    accounted    for   as   hedges   and,    accordingly,    gains
and    losses   are   deferred   and   recognized   in   cost   of   sales    as
part of the production cost.

        The    sugar    industry   in   Hawaii   has   experienced   significant
difficulties   during   the   past   several   years.    Growers    in    Hawaii
have    struggled   with   the   high   costs   of   production,   which    have
led    to    the    closure    of    several    plantations,    including    the
Company's    sugar   operations   on   Oahu   in   1995.    The   Company    has
tried     to     address    these    challenges    through    a    number     of
different    measures,   including   a   restructuring    in    1995,    whereby
its    two    Kauai    plantations    were   consolidated    and    its    sugar
operations on Maui were changed to a seasonal mode.

        While    the    above-noted    changes    have    helped    to    reduce
expenses,    the   Company   must   continue   to   explore   alternatives    to
further   address   the   high   costs   of   sugar   production.    One    such
alternative     relates    to    the    three-year    labor     contract     the
Company    has   with   its   sugar   plantation   employees,   which    expires
in    February    1998.   Within   the   contract   is    a    provision    that
allows   the   Company   and   the   union  to  renegotiate   wages   in   1997.
In   light   of   the   difficulties  the  Company  has   had   in   trying   to
improve     the     operating     results     of     its     sugar     business,
management     has    been    meeting    with    union    representatives     to
discuss      appropriate     wage     levels.     After     discussions      and
negotiations    with   the   union,   it   was   agreed   that    wages    would
remain    at   the   current   levels   until   the   end   of   the   contract.
This     agreement    is    subject    to    ratification    by    the     union
membership.     The   Company   and   the   union   have   tentatively    agreed
to   return   to   the   bargaining  table  during  the  summer   of   1997   to
negotiate   the   terms   for   a   new   contract   which   will    begin    in
1998.     Although    the   Company   is   hopeful   that    it    will    reach
agreement    on    contract    modifications    that    would    help    improve
the     viability    of    its    sugar    plantations,     there     are     no
assurances that sufficient changes will be agreed upon.

        In   September   1992,   Hurricane   Iniki   struck   the   Island    of
Kauai    causing   considerable   damage   and   loss   to   the   people    and
businesses   on   Kauai.    The   Company   has   two   sugar   plantations   on
Kauai,     both     of    which    sustained    considerable    damage.      The
Company's    real    estate    assets   on   Kauai    suffered    very    little
damage,    since    most    of    the   Company's    development    expenditures
up   to   that   time   had   been  focused  on  the   islands   of   Oahu   and
Maui.      The    Company   finalized   the   settlement   of   its    insurance
claims    in    1995   for   damage   suffered   and   collected   approximately
$30    million    in    proceeds    over   the    approximately    three    year
period subsequent to the hurricane.

       Receivables   decreased   as   of   December   31,   1996   as   compared
to   December   31,   1995   primarily  due  to   the   timing   of   production
and    related   payments   received   for   deliveries   of   raw   sugar   and
the    collection    of   certain   insurance   claims   outstanding    as    of
December 31, 1995.

       Machinery   and   equipment   increased   as   of   December   31,   1996
as   compared   to   December   31,  1995  due   primarily   to   the   purchase
of equipment and improvements at the sugar plantations.

       Agricultural   revenues   and   cost   of   sales   increased   and   the
operating   loss   decreased   for   the   year   ended   December   31,    1996
as    compared    to    the   year   ended   December   31,    1995    due    to
increased   sales   of   raw   sugar.    The   increase   in   cost   of   sales
was   offset   in   part   by   higher  cost  in  1995   associated   with   the
final phase of operations at Oahu Sugar.

         Agriculture's     revenues    from    sugar    operations     decreased
for   the   year   ended   December  31,  1995   as   compared   to   the   year
ended   December   31,   1994   as  a  result  of  lower   production   due   to
less    acres    harvested.     Non-sugar   revenues    also    decreased    due
to     non-recurring     revenues    received     in     1994.     Agriculture's
operating    loss   for   the   year   ended   December   31,   1995   increased
as    compared   to   the   year   ended   December   31,   1994   due   to    a
deterioration    of    gross   margin   resulting    from    lower    production
and    the    receipt   of   non-recurring   non-sugar   revenues    in    1994.
The    lower   production   is   attributable   to   the   shutdown   of    Oahu
Sugar      and      inclement     weather     which      adversely      affected
operations    at    the    Company's    two   Kauai    plantations.    Inclement
weather   has   a   greater   impact  on  the   Company's   seasonal   mode   of
operations    because    of    reduced    flexibility    in    the    harvesting
schedule.

Property:

        The    Company's    Property   segment   is    responsible    for    the
following:        land      planning      and      development       activities;
obtaining    land    use,    zoning    and   other    governmental    approvals;
selling    or    financing    developed   and    undeveloped    land    parcels;
and    the   management   and   operation   of   the   Company's   golf   course
facilities.

        Inventory   increased   as   of   December   31,   1996   as    compared
to    December   31,   1995   due   to   the   reclassification   of   land   to
inventory    discussed   below,   offset   in   part   by    a    decrease    in
agricultural inventory.

        Land   and   land   improvements   decreased   as   of   December    31,
1996    as   compared   to   December   31,   1995   due   primarily   to   land
sales    and    the    reclassification   of   certain   land    parcels    held
for sale to inventory.

        In   accordance   with   the   provisions   of   the   COLA   Indenture,
appraisals   were   performed   for   certain   assets   of   the   Company   as
of    December   31,   1996   and   1994,   which   reflected   a   decline   in
value      for     certain     properties.     Accordingly,     the      Company
recorded,     as     a     matter     or    prudent     accounting     practice,
reductions    to   the   carrying   value   of   these   properties    in    the
fourth   quarter   of   1996   and  the  fourth   quarter   of   1994   in   the
amounts    of    $18.3    million   and   $5.0   million,    respectively,    to
properly   reflect   the   estimated   market   value   of   the   property   in
its current state of development.

        Other    assets    increased    as   of    December    31,    1996    as
compared   to   December   31,   1995   primarily   due   to   deferred    costs
related      to      preliminary     planning     costs     associated      with
potential future development projects.

        For   the   year   ended   December   31,   1996   and   December    31,
1995,    the    Company    generated    approximately    $18.9    million    and
$30.8 million of land sales, respectively.

        Property   sales   decreased   and   cost   of   sales   increased    as
of    December,    31,    1996    as   compared    to    December    31,    1995
primarily    due    to    the   lower   level   of   sales   of    non-strategic
land   parcels   in   1996   and   the   lower   margins   realized   for    the
parcels sold in 1996.

        During    1994,    the    Company    generated    approximately    $44.3
million    of    land    sales,   primarily    from    the    sales    of    the
remaining    two    residential   parcels   at   the    Waikele    project    on
Oahu    for    approximately   $37   million.   The   balance   of   the    1994
proceeds    resulted    from    the   sale   of    parcels    aggregating    225
acres     on     various    islands    for    approximately    $7.3     million.
Additionally,    the    Company   received   an   approximate    $4.2    million
deposit,   which   represented   the   purchase   price   for   452   acres   of
agriculture-zoned   land   on   Maui.    The   gain   from    such    sale    is
being     deferred    due    to    certain    profit    participation     rights
retained by the Company.

OAHU ACTIVITY

         The    Company    expended    approximately    $1.3    million,     $.5
million    and    $3   million   in   1996,   1995   and   1994,   respectively,
for    project    costs   at   Waikele.   Such   costs   include    construction
of    roadways,    utilities    and    related    infrastructure    improvements
and   the   golf   course   and   clubhouse.   On   a   cumulative   project-to-
date     basis,     the     Company    has    expended    approximately     $118
million   on   project   costs   and  has  completed   sales   at   Waikele   of
approximately      $231     million.      Such     sales      have      included
commercial    property   and   parcel   sales   to   home    builders.    Except
for    certain    contingent    participation   rights,    the    Company    has
received   all   of   its   proceeds  from  the   sales   of   the   residential
and commercial parcels at Waikele.

        The    Company   is   currently   developing   the   approximately    60
acres   of   fee   simple   land   it   owns   at   the   mill-site   of    Oahu
Sugar   Company   (which   was   shut   down   in   1995).   The   Company   has
received    zoning    for    a    light    industrial    subdivision    on    an
approximately    37-acre    portion   of   the    property,    which    excludes
property    containing   the   sugar   mill   and   adjacent    buildings.    In
connection    with   the   development   of   this   property,    the    Company
has    received    state   land   use   urbanization   for   the    entire    60
acre    site.    Marketing    of   parcels   within   the    light    industrial
subdivision    is    slated    for   mid-to-late    1997    after    subdivision
is   complete.   In   addition,  the  Company   has   begun   the   process   of
seeking      the      necessary      government      approvals      for      the
redevelopment     for    the    remainder    of    the    mill-site     parcels,
including planned commercial, public and quasi-public uses.

MAUI ACTIVITY

       The   planned   development   of  the   Company's   land   on   Maui   is
longer    term    in    nature   than   the   time   frame   experienced    with
Waikele.     As    Maui    is    less   populated    than    Oahu    and    more
dependent     on     the     resort/tourism    industry,     much     of     the
Company's    land   is   intended   for   resort   and   resort-related    uses.
Due    to    overall    economic   conditions    and    trends    in    tourism,
recent    demand    for   these   land   uses   has   been   relatively    weak.
The    Company's    currently    available    homesite    product    on    Maui,
which    is    targeted   to   the   second   home   buyer,   has    experienced
very    slow    sales    activity   to   date.    The   Company's    competitors
on    Maui    have    also   experienced   slow   sales    activity    in    the
second   home   market.    The   Company   is   continuing   to   evaluate   its
planned    products   and   the   timing   of   development    of    its    land
holdings   in   light   of   the   current   weak   market   demand   and    the
capital resources needed for future development.

         The    Company    is    marketing    Kaanapali    Golf    Estates,    a
residential    community    that    is    part    of    South    Beach    Mauka,
adjacent    to    the   Kaanapali   Beach   Resort   in   West   Maui.    During
1996,    the    Company    sold    18   homesites   for    approximately    $5.5
million,   which   includes   10   homesites   to   a   developer   who    plans
to    construct    and    sell   houses   on   these    lots.     The    Company
currently   has   6   homesites   on   the   market,   which   are   priced   at
approximately $.5 million.

       In   addition,   the   Company   subdivided   an   ocean   front   parcel
in    Kaanapali    into   six   single   family   homesites   of   approximately
one    acre    each.    The   individual   lot   prices    range    from    $1.9
million   to   $2.4   million.    Sales   of   two   of   the   lots   in    the
project     closed     in    December    1995,    generating     total     sales
proceeds     of     approximately    $4.1    million.     The     Company     is
marketing    the    remaining    four    lots    individually,    and    as    a
package to local builders.

        In    1986,    the    Company   entered    into    a    joint    venture
agreement    with    Tobishima   Pacific   Inc.   ("Tobishima"),    a    wholly-
owned    subsidiary   of   a   Japanese   company,   the   purpose   of    which
is    to    plan,    manage   and   develop   approximately    96    acres    of
beachfront    property    at    Kaanapali    (known    as    "North     Beach").
The    joint   venture   (in   which   the   Company   has   a   50%   interest)
has    State    land    use    and    County   zoning    approvals    for    the
subdivision    and    development    of    the    infrastructure    improvements
necessary    to    accommodate   up   to   3,200   hotel   and/or    condominium
units   on   this   site.   These  development  plans   may   be   affected   by
the     current     review    of    state    land    designations     (discussed
below).    This    North   Beach   property   constitutes    nearly    all    of
the    remaining    developable   beachfront   acreage   at    Kaanapali.     In
October    1992,   the   Company   completed   construction    of    a    3-acre
park   on   the   North  Beach  site,  which  is  part  of   the   master   plan
for   this   property   and   was   a  requirement   imposed   by   the   County
in    obtaining   certain   permits.    The   development   of    North    Beach
continues    to    be   tied   to   the   completion   of   the   aforementioned
Lahaina    bypass    highway    or    other    traffic    mitigation    measures
satisfactory to the Maui County Planning Commission.

       The   Company   is   seeking  final  approvals   to   develop   a   time-
share    resort    on   14   acres   of   the   North   Beach   property    (the
"Site").    A    land    option/purchase    agreement    was    entered     into
with    Tobishima    in    October    1996.    This    agreement    gives    the
Company   an   option   to   purchase   Tobishima's   50%   interest   in    the
Site    for    $7    million.     The    Company    does    not    expect     to
consummate     the    purchase    until    all    discretionary     land     use
permits    are   received   for   development   of   the   time-share    resort.
In     accordance    with    the    land    option/purchase    agreement,    the
Company   has   made   a   nonrefundable   deposit   of   $.1   million   (which
may    be    applied   to   the   purchase   price)   to   keep    the    option
available        through       September       30,       1997.        Additional
nonrefundable    deposits    may    be    made    to    extend    the     option
through    August    31,    2000.   The   Company    has    filed    development
plans    and    related    information   with   the   County    of    Maui    to
obtain   a   Special   Management   Area   ("SMA")   permit   for   the    time-
share   resort.   Although   there   can  be   no   assurance   that   the   SMA
permit   will   be   received   (and  that   if   such   permit   is   received,
that    its    terms    and    conditions   will   be    acceptable    to    the
Company),     management    is    optimistic    that    the     Company     will
receive the necessary approvals to proceed with the project.

        The   Company   believes   that   the   potential   for   a   successful
time-share    development   at   North   Beach   will   be   greatly    enhanced
by   the   involvement   of   a   company   with   experience   in   the   time-
share    business.    As   a   result,   in   February   1997,    the    Company
entered    into   a   partnership   with   affiliates   of   Interval    Resorts
West,   the   developer   of   The   Ridge   Tahoe   resort   in   South    Lake
Tahoe,     Nevada.     The     partnership    will    be     responsible     for
constructing,     developing,     operating,     maintaining,     owning     and
managing    the   time-share   resort   project   planned   for   the    14-acre
portion    of    North    Beach.    The   Company   has    majority    ownership
interest   in   the   partnership.    After   receipt   of   the   SMA   permit,
the   partnership   will   need   to   arrange   project   financing   for   the
development    of    the    time-share   resort.   The    aforementioned    land
option/purchase     agreement     with     Tobishima     includes     short-term
seller    financing,    which   the   time-share    partnership    may    decide
to utilize.

        In    February    1996,   the   Maui   County    Council    adopted    a
Community    Plan   ordinance   for   West   Maui   that   does   not    include
any    amendments    to    the   current   Community   Plan    designation    of
the     Company's     North    Beach    property,     thus     rejecting     the
recommendation    of    certain    citizens    groups    that    wanted     two-
third's    of   North   Beach   to   be   downzoned   to   "Park"   designation.
The   ordinance   was   signed   by   the  Mayor   of   the   County   of   Maui
and became effective on February 27, 1996.

        Further,   the   Department   of   the   Army   has   determined    that
there    are    two    wetlands   sites   on   the   North    Beach    property,
totaling    approximately    21,800    square    feet.     The    Company    has
retained     experts    to    evaluate    these    sites    and    to     insure
compliance   with   all   laws.    While  there   can   be   no   assurance   as
to    the    ultimate    determinations   with   respect   to    the    wetlands
issue,    the   Company   does   not   anticipate   that   these   sites    will
materially    adversely    affect    the    development    plans    for    North
Beach.

        In    March    1991,    the   Company   received    final    land    use
approval    from    the    State   for   development   of   approximately    240
residential   lots   on   approximately   125   acres   of   land    known    as
"South    Beach    Mauka"    and    located    adjacent    to    the    existing
Kaanapali    Beach    Resort.     In   connection    with    this    land    use
approval,     the    Company    is    committed    to    providing    additional
housing    on    Maui    in    the    affordable    price    range,    and    to
participating   in   the   funding   of   the   design   and   construction   of
the   planned   bypass   highway   extending   from   Lahaina   to   the   north
end    of    Kaanapali.   The   Company   has   entered   into   a   development
agreement    with    the    State   Department   of   Transportation    covering
the    Company's    participation   in   the   design   and   construction    of
the    bypass    highway.   It   is   anticipated   that   the   Company    will
expend   up   to   $3.5   million   (in   the   aggregate),   of   which    $2.2
million   has   been   spent   as  of  December  31,   1996,   in   the   design
of    the    bypass    highway   and/or   the   widening   of    the    existing
highway.

        In    connection   with   the   development   of   North   Beach   Mauka
and    adjacent    parcels,   the   Company   has   committed    $6.7    million
for   the   construction   of   the   bypass   highway,   subject   to   certain
conditions.    The    development    and    construction    of    the     bypass
highway   is   expected   to  be  a  long-term  project   that   will   not   be
completed until the year 2004 or later.

       During   1993,   the   Company   obtained   final   land   use   approval
from    the    State,   and   certification   through   the   State's    Housing
Finance     Development    Corporation    ("HFDC"),    for    the    development
of   a   project   on   approximately  300   acres   of   Company   land   known
as    "Puukolii    Village",    which   is   also   located    near    Kaanapali
Beach    Resort.    A   significant   portion   of   the   housing    in    this
project   will   be   in   the   affordable  price   range.   The   final   land
use     approval     and     the    HFDC    development    agreement     contain
certain    conditions   which   must   be   satisfied   in   order    for    the
Company    to    develop    Puukolii   Village,   including    realigning    the
access   road,   which   will   benefit   uses   for   adjacent   Company's   to
develop    its    lands   in   future   periods.   Moreover,   development    of
most     of     Puukolii     Village     cannot     commence     until     after
completion      of     the     state-planned     Lahaina     bypass      highway
(mentioned     above).     The     proposed     development     of      Puukolii
Village     is    anticipated    to    satisfy    the    Company's    affordable
housing    requirements   in   connection   with   the   South    Beach    Mauka
land    use   approval   as   well   as   for   the   Company's   North    Beach
property    (described    above).    The    Company    commenced    construction
of    infrastructure   of   Puukolii   Village   in   the   last   quarter    of
1996, beginning with an access road.

KAUAI ACTIVITY

       In   June   1994,   the   Company   submitted   a   Land   Use   Boundary
Amendment     Petition    with    the    State    of     Hawaii     Land     Use
Commission    ("LUC")    and    a    General    Plan    Amendment    Application
with   the   County   of   Kauai   for   the   urbanization   of   approximately
552     acres     of    land    on    Kauai    currently    in    sugar     cane
cultivation.    The   proposed   project   is   planned   to    be    a    mixed
use    master   planned   community   which   will   include   a   variety    of
both    affordable    and    market   rate   residential    units,    commercial
and    industrial   projects   and   a   number   of   community   and    public
based   facilities.   The   filing   of   these   land   use   applications   is
the    first    step   required   in   converting   agriculture    zoned    land
into    urban    zoned    land.    There   are   a    number    of    additional
reports,     studies,    applications    and    permits     that     will     be
required   before   final   land   use   approvals   are   obtained.    In   May
1995,   the   County   of   Kauai   approved   the   Company's   General    Plan
Amendment    Application,   subject   to   a   number    of    conditions.    In
December    1995,    the    LUC   granted   the    Company    the    land    use
amendments    sought    by    the   Company   subject    to    a    number    of
conditions.     In    May    1996,    the    Kauai    County    approved     the
Company's      application     to     rezone      the      project.       Before
construction    can    commence,    the    Company    must    satisfy    several
conditions     imposed    during    the    approval    process    and     obtain
additional     administrative    development    permits     for     requirements
such    as    grading    and    subdivision.   The   permitting    process    in
Hawaii    has    historically    been   a    very    difficult    and    arduous
process    and   there   is   no   guarantee   that   all   permits   will    be
obtained.     Once     construction     commences,     subject     to     market
conditions, the project is expected to span over 20 years.

Inflation

       Due   to   the   lack   of   significant  fluctuations   in   the   level
of    inflation   in   recent   years,   inflation   generally   has   not   had
a material effect on real estate development.

        In    the    future,   high   rates   of   inflation    may    adversely
affect     real    estate    development    generally    because    of     their
impact     on    interest    rates.    High    interest    rates    not     only
increase   the   cost   of   borrowed   funds   to   the   Company,   but    can
also     have    a    significant    effect    on    the    affordability     of
permanent      mortgage      financing      to      prospective      purchasers.
However,    high    rates   of   inflation   may   permit   the    Company    to
increase    the   prices   that   it   charges   in   connection    with    real
property      sales,     subject     to     general     economic      conditions
affecting the real estate industry and local market factors.
Item 8.  Financial Statements and Supplementary Data



                     AMFAC/JMB HAWAII, INC.

                             INDEX


Report of Independent Auditors
Consolidated Balance Sheets, December 31, 1996 and 1995
Consolidated    Statements    of    Operations    for    the     years     ended
December 31, 1996, 1995 and 1994
Consolidated    Statements    of    Stockholder's    Equity    (Deficit)     for
the years ended December 31, 1996, 1995 and 1994
Consolidated    Statements    of   Cash    Flows    for    the    years    ended
December 31, 1996, 1995 and 1994

Notes to Consolidated Financial Statements


Schedule

    Valuation and Qualifying Accounts          II


Schedules not filed:

       All   schedules   other   than   the   one   indicated   in   the   index
have    been    omitted   as   the   required   information   is    inapplicable
or   the   information   is   presented   in   the   financial   statements   or
related notes.





                    AMFAC/JMB FINANCE, INC.

                             INDEX

Report of Independent Auditors
Balance Sheets, December 31, 1996 and 1995
Notes to the Balance Sheets


Schedules not filed:

         All     schedules    have    been    omitted    as     the     required
information    is   inapplicable   or   the   information   is   presented    in
the financial statements or related notes.


                 REPORT OF INDEPENDENT AUDITORS


The Board of Directors and Stockholder
AMFAC/JMB HAWAII, INC.

         We    have    audited    the    accompanying    consolidated    balance
sheets   of   Amfac/JMB   Hawaii,   Inc.   as   of   December   31,   1996   and
1995,    and    the    related    consolidated   statements    of    operations,
stockholder's   equity   (deficit),   and   cash   flows   for   each   of   the
three   years   in   the   period  ended  December   31,   1996.    Our   audits
also    included    the   financial   statement   schedule   listed    in    the
Index   at   Item   8.    These   financial   statements   and   schedule    are
the      responsibility      of     the     Company's      management.       Our
responsibility    is    to    express   an   opinion    on    these    financial
statements and schedule based on our audits.

        We    conducted    our    audits    in   accordance    with    generally
accepted    auditing    standards.    Those   standards    require    that    we
plan    and    perform    the    audit    to   obtain    reasonable    assurance
about    whether    the   financial   statements   are    free    of    material
misstatement.     An   audit   includes   examining,   on    a    test    basis,
evidence     supporting     the    amounts    and     disclosures     in     the
financial    statements.    An    audit    also    includes    assessing     the
accounting    principles    used    and   significant    estimates    made    by
management,     as     well    as    evaluating    the     overall     financial
statement    presentation.    We   believe   that   our   audits    provide    a
reasonable basis for our opinion.

         In    our    opinion,    the    consolidated    financial    statements
referred    to    above    present   fairly,   in   all    material    respects,
the    consolidated    financial   position   of    Amfac/JMB    Hawaii,    Inc.
at   December   31,   1996   and   1995,  and  the   consolidated   results   of
its   operations   and   its   cash  flows  for  each   of   the   three   years
in    the    period    ended   December   31,   1996,   in    conformity    with
generally     accepted     accounting     principles.      Also,     in      our
opinion,     the     related     financial     statement     schedule,      when
considered    in   relation   to   the   basic   financial   statements    taken
as    a    whole,    presents    fairly   in   all   material    respects    the
information set forth therein.










                                    ERNST & YOUNG LLP


Honolulu, Hawaii
March 21, 1997


<TABLE>
                     AMFAC/JMB HAWAII, INC.

                  Consolidated Balance Sheets

                   December 31, 1996 and 1995

                     (Dollars in Thousands)
                          A s s e t s
<CAPTION>
                                                     1996            1995
<S>                                             <C>              <C>
Current assets:
  Cash and cash equivalents                          $8,736      11,745
  Receivables - net                                   4,741       8,720
  Inventories                                        56,808      49,641
  Prepaid expenses                                    3,439       3,102
                                                    -------      --------
          Total current assets                       73,724      73,208
                                                    -------      --------
Investments                                          46,187      45,080
                                                    -------     --------
Property, plant and equipment:
  Land and land improvements                        289,294     336,069
  Machinery and equipment                            60,981      56,882
  Construction in progress                            1,365       1,428
                                                    -------    --------
                                                    351,640     394,379
  Less accumulated depreciation and amortization     33,856      27,762
                                                    -------    --------
                                                    317,784     366,617
Deferred expenses                                    12,975      14,225
Other assets                                         32,935      28,468
                                                    -------    --------
                                                   $483,605     527,598
                                                   ========    ========
                     L i a b i l i t i e s
Current liabilities:
 Accounts Payable                                  $  5,719       8,562
 Accrued expenses                                     9,274      13,268
 Current portion of long-term debt                    1,471      67,730
 Current portion of deferred income taxes             5,422      10,902
 Amounts due to affiliates                            8,905      22,862
                                                    -------     -------
          Total current liabilities                  30,791     123,324
                                                    -------     -------
Amounts due to affiliates                           103,579      76,911
Accumulated postretirement benefit obligation        57,662      61,037

                     AMFAC/JMB HAWAII, INC.

            Consolidated Balance Sheets - Continued

                   December 31, 1996 and 1995

                        (Dollars in Thousands)

                                                      1996         1995

Long-term debt                                       100,606      26,765
Other long-term liabilities                           35,501      34,366
Deferred income taxes                                 88,345      98,691
Certificate of Land Appreciation Notes               220,692     220,692
                                                    --------    --------
          Total liabilities                          637,176     641,786
                                                    --------    --------
Commitments and contingencies (notes 3, 4, 5, 6, 7, 8, 9, and 11)

  S t o c k h o l d e r ' s   E q u i t y   ( D e f i c i t )

Common stock, no par value
  Authorized, issued and outstanding 1,000 shares           1         1
Additional paid-in capital                              6,278    11,495
Retained earnings (deficit)                          (159,850) (125,684)
                                                   --------     --------
          Total stockholder's equity (deficit)       (153,571) (114,188)
                                                    --------    --------
                                                      483,605   527,598
                                                    =========   =========






<FN>

The  accompanying  notes  are  an integral part of  the  consolidated  financial
statements.
</TABLE>

<TABLE>
                     AMFAC/JMB HAWAII, INC.
             Consolidated Statements of Operations

          Years ended December 31, 1996, 1995 and 1994
                     (Dollars in Thousands)
<CAPTION>
                                                    1996      1995     1994
<S>                                                <C>       <C>      <C>
Revenues:
  Agriculture                                     $51,805    47,656    89,237
  Property                                         45,138    52,663    66,749
                                                  -------   -------  --------
                                                   96,943   100,319   155,986
                                                  -------   -------  --------
Cost of sales:
  Agriculture                                      54,640    53,430    86,181
  Property                                         34,627    30,853    38,531
                                                  -------    -------  -------
                                                   89,267    84,283   124,712
Operating expenses:
  Selling, general and administrative              11,160    11,666    13,817
  Depreciation and amortization                     6,354     6,723     7,216
  Reduction to carrying value of investments in
  real estate                                      18,315        --     5,000
                                                   -------  -------  --------
       Total costs and expenses                   125,096    02,672   150,745
                                                  -------  -------  --------
       Operating income (loss)                    (28,153)   (2,353)    5,241
                                                  -------  -------  --------
Non-operating income (expenses):
  Amortization of deferred costs                   (1,222)   (1,557)   (2,086)
  Interest income                                     463     1,288     1,977
   Interest  expense                              (26,297)  (25,233)  (25,929)
                                                  -------  -------   --------
                                                  (27,056)  (25,502)  (26,038)
                                                  -------   -------  -------

     Loss  before taxes and extraordinary item    (55,209)  (27,855)  (20,797)
       Income  tax  benefit                       (21,043)   (8,019)   (7,764)
                                                  -------  --------   -------
    Loss  before extraordinary item               (34,166)  (19,836)  (13,033)
    Extraordinary gain from extinquishment of debt
    (less applicable income taxes of $20,807)          --    32,544       --
                                                  -------  --------  --------
    Net income (loss)                            (34,166)    12,708   (13,033)
                                                 ========  ========  ========
<FN>
The accompanying notes are an integral part of the consolidated financial
statements
</TABLE>

<TABLE>
                     AMFAC/JMB HAWAII, INC.

   Consolidated Statements of Stockholder's Equity (Deficit)

          Years ended December 31, 1996, 1995 and 1994

                     (Dollars in Thousands)
<CAPTION>

                                                                    Total
                                                                    Stock-
                                                       Retained     holder's
                                    Common Paid-In     Earnings     Equity
                                    Stock  Capital     (Deficit)   (Deficit)
<S>                               <C>      <C>        <C>       <C>
Balance,  December 31, 1993        $     1 (10,370)   (125,359)    (135,728)

Net loss                                --     --      (13,033)     (13,033)
Capital contribution -
current income taxes (note 12)          --   24,754          --      24,754
                                    -------  --------   ---------  ---------
Balance, December 31, 1994               1   14,384   (138,392)    (124,007)

Net income                              --      --      12,708       12,708
Capital distribution -
current income taxes (note 12)          --   (2,889)       --        (2,889)
                                    -------  --------   ---------  --------
Balance, December 31, 1995        $      1   11,495   (125,684)    (114,188)

Net loss                                --       --    (34,166)     (34,166)
Capital distribution -
current income taxes (note 12)          --   (5,217)        --       (5,217)
                                   -------  --------  ---------   ---------
Balance, December 31, 1996        $      1    6,278   (159,850)    (153,571)
                                   ======   ========  ========    ========

<FN>

The  accompanying  notes  are  an integral part of  the  consolidated  financial
statements.

</TABLE>

<TABLE>
                     AMFAC/JMB HAWAII, INC.

             Consolidated Statements of Cash Flows

          Years ended December 31, 1996, 1995 and 1994

                     (Dollars in Thousands)
<CAPTION>
                                                   1996      1995     1994
                                                  -------- -------- --------
<S>                                              <C>       <C>       <C>
Cash flows from operating activities:
  Net income   (loss)                          $  (34,166)  12,708  (13,033)
  Items not requiring (providing) cash:
      Depreciation and amortization                 6,354    6,723    7,216
      Amortization of deferred costs                1,222    1,557    2,086
      Equity in earnings of investments               (14)      69       69
      Income tax expense (benefit)                (21,043)  12,788   (7,764)
      Extraordinary gain from extinguishment of debt   --  (53,351)      --
      Reduction to carrying value of investments
      in real estate                               18,315      --     5,000
  Changes in:
    Receivables - net                               3,979    6,223       29
    Inventories                                    22,052   12,364   33,437
    Prepaid expenses                                 (337)   1,277    1,453
    Accounts payable                               (2,843)  (1,320)  (4,093)
    Accrued expenses                               (3,994)  (2,104)  (1,116)
    Amounts due to affiliates                     (13,957)  12,751      922
    Other long-term liabilities                    (4,489)  (7,006)  (2,258)
                                                  -------  -------  --------
    Net cash provided by (used in)
    operating activities                          (28,921)   2,679   21,948
                                                  -------  -------  --------
Cash flows from investing activities:
  Property additions                               (4,257)  (5,145)  (6,763)
  Property sales, disposals and retirements - net`     63    4,478      129
  Investments in joint ventures and partnerships   (1,093)    (103)    (174)
  Short-term investments                               --   31,998  (31,998)
  Other assets                                     (4,467)  (1,927)  (1,442)
  Other long-term liabilities                       1,388   (4,945)   1,413
                                                   -------  -------  -------
    Net cash provided by (used in)
    investing activities                           (8,366)  24,356  (38,835)
                                                  -------  -------  -------
Cash flows from financing activities:
  Deferred expenses                                    28       29     (394)



                     AMFAC/JMB HAWAII, INC.

       Consolidated Statements of Cash Flows - Continued

          Years ended December 31, 1996, 1995 and 1994

                     (Dollars in Thousands)
                                                    1996     1995    1994
                                                  -------- -------- --------
Payment to redeem and purchase Certificate of
Land Appreciation Notes (COLAS)                      --   (105,452)    --
Net borrowings (repayments) under bank
 line-of-credit agreement                            --        --   (8,000)
Net amounts due to affiliates                     26,668    61,814      --
Net (repayments) proceeds of long-term debt        7,582    (2,489)  5,103
Other costs related to extinguishment of debt         --      (894)     --
                                                  -------  -------  -------
Net cash provided by(used in)financing activities 34,278   (46,992) (3,291)
                                                  -------  -------  -------
  Net decrease in cash and cash
   equivalents                                    (3,009)  (19,957)(20,178)

 Cash and cash equivalents, beginning of year     11,745    31,702  51,880
                                                 -------  -------  -------
  Cash and cash equivalents, end of year         $ 8,736    11,745  31,702
                                                  =======  =======  =======
Supplemental disclosure of cash flow information:
  Cash paid for interest(net of amt capitalized) $31,111    24,347  25,898
                                                 =======  =======   =======
  Schedule of non-cash investing and financing activities:
    Transfer of property actively held for sale to
      real estate inventories and accrued costs
      relating to real estate sales               29,481     9,240   9,531
                                                 =======   =======  =======
Disposition of debt:
 Gain on extinguishment of debt                 $    --     53,351      --
 Face value of debt extinguished                     --   (164,045)     --
 Other costs related to debt extinguishment          --        894      --
 Write-off of Contingent Base Interest               --     (5,667)     --
 Write-off of deferred COLA costs                    --     10,015      --
                                                 --------  -------  -------
    Cash paid to redeem and purchase COLAS      $    --   (105,452)     --
                                                 ========  =======  =======
<FN>
The  accompanying  notes  are  an integral part of  the  consolidated  financial
statements.


</TABLE>

                     AMFAC/JMB HAWAII, INC.

           Notes to Consolidated Financial Statements

                December 31, 1996, 1995 and 1994

                     (Dollars in Thousands)

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION AND BASIS OF ACCOUNTING

      On November 17, 1988, the stockholders of Amfac, Inc. ("Amfac") agreed  to
the  merger  ("Merger")  of Amfac with an affiliate of  JMB  Realty  Corporation
("JMB").   The  Merger was consummated on November 18, 1988.  Amfac/JMB  Hawaii,
Inc.  ("the  Company")  was  wholly-owned by Amfac, a subsidiary  of  Northbrook
Corporation  ("Northbrook").  In May 1995, Amfac merged  into  Northbrook,  with
Northbrook being the surviving corporation.

      The  Company, or its subsidiaries, hold title to substantially all of  the
agricultural  and developmental real property and related assets of  its  parent
corporation,  Northbrook,  located in Hawaii.  The Company  is  wholly-owned  by
Northbrook,  and  is  an  affiliate of JMB as a result of  the  Merger  and  the
subsequent  merger  of a subsidiary of an affiliate of JMB  into  Amfac  Hawaii,
Inc., which (after changing its name to Amfac/JMB Hawaii, Inc.) continues as the
surviving corporation.

  On December 5, 1988, the Company commenced a public offering of Certificate of
Land  Appreciation Notes due 2008 ("COLAS") of which a total  of  384,737  COLAS
were subscribed for and issued.  The offering terminated on August 31, 1989.

     The  Company  has  two primary business segments.  The agriculture  segment
("Agriculture")  is  responsible for the Company's  activities  related  to  the
cultivation  and processing of sugar cane and other agricultural products.   The
real  estate segment ("Property") is responsible for land development activities
related to the Company's owned land in the State of Hawaii.

     PRINCIPLES OF CONSOLIDATION

     The  consolidated financial statements include the accounts of the  Company
and  its  wholly-owned subsidiaries. All significant intercompany  balances  and
transactions have been eliminated in consolidation.

     STATEMENT OF CASH FLOWS

   The Company's policy is to consider all amounts held with original maturities
of  three months or less in U.S. government obligations, certificates of deposit
and money market funds (approximately $4,900 and $3,700 at December 31, 1996 and
1995,  respectively)  as  cash  equivalents which  approximates  market.   These
amounts  include $1,552 and $1,623 at December 31, 1996 and 1995,  respectively,
which  were restricted primarily to fund debt service on long-term debt  related
to the acquisition of power generation equipment (see note 6).


                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                     (Dollars in Thousands)


     FAIR VALUE OF FINANCIAL INSTRUMENTS

       Statement  of  Financial Accounting Standards No. 107 ("SFAS  No.  107"),
"Disclosures  about Fair Value of Financial Instruments", requires  entities  to
disclose  the  SFAS No. 107 value of certain on-and off-balance sheet  financial
instruments for which it is practicable to estimate.  Value is defined  in  SFAS
No.  107  as the amount at which the instrument could be exchanged in a  current
transaction between willing parties, other than in a forced or liquidation sale.
The   Company  believes  the  carrying  amounts  of  its  financial  instruments
classified  as  current assets and liabilities in its balance sheet  approximate
SFAS  No.  107  value due to the relatively short maturity of these instruments.
The  Company believes the carrying value of its long-term debt (notes 4  and  6)
approximates fair value.  SFAS No. 107 states that quoted market prices are  the
best  evidence  of  the  SFAS No. 107 value of financial instruments,  even  for
instruments  traded only in thin markets.  On March 15, 1995,  pursuant  to  the
indenture  that  governs the terms of the COLAS (the "Indenture"),  the  Company
elected  to  exercise  its  right  to redeem, and  therefore  was  obligated  to
purchase,  any and all Class A COLAS submitted pursuant to the Redemption  Offer
at  a  price  of $.365 per Class A COLA (see note 5).  In conjunction  with  the
Company's election to repurchase the Class A COLAS submitted for repurchase, the
Company made a tender offer (the "Tender Offer") to purchase up to approximately
$68,000  principal value of the Class B COLAS at a price of $.220  per  Class  B
COLA  from  COLA holders electing to have their Class A COLAS repurchased.   The
Redemption  Offer  and the Tender Offer expired on June  1,  1995.   Since  such
expiration, the secondary market for COLAS has been extremely thin.  Since  June
1,  1995, a limited number of COLA units have been sold in transactions arranged
by  brokers  for amounts ranging from approximately $.250 to $.330 per  Class  B
COLA  and  from approximately $.482 to $.545 per combined Class A  and  Class  B
COLA.  Based on  the range of transactions since June 1, 1995 and the number  of
COLAS  outstanding (with a per unit carrying value of $1.0 and a total  carrying
value  of  $220,692  at  December  31, 1996  in  the  accompanying  consolidated
financial  statements), the implied SFAS No. 107 value of the COLAS would  range
from  approximately  $108,000  to  128,000.  However,  due  to  restrictions  on
prepayment  and redemption as specified in the COLA Indenture, as  well  as  the
methodology used to determine such value, the Company does not believe  that  it
would be able to refinance or repurchase all of its outstanding COLA units as of
December 31, 1996 at this value. Reference is made to note 5 for results of  the
Redemption and Tender Offer.

     INVENTORY CAPITALIZATION AND RECOGNITION OF REVENUE FROM THE SALE OF SUGAR

      The Company capitalizes all of the expenditures incurred in bringing crops
to  their existing condition and location. Such capitalized expenditures include
those costs related to the planting, cultivation and growing of sugar cane grown
on  the  agricultural  properties of the Company.  Inventory  reflected  in  the
accompanying          consolidated          balance          sheets           at

                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

December  31,  1996  and 1995 is not in excess of its estimated  net  realizable
value.   Reductions in the estimated net realizable value of  unsold  sugar  are
recognized when anticipated.  In determining the net realizable value of  unsold
sugar, the price the Company uses is based upon the domestic price of sugar. The
Company  recognizes revenue and related cost of sales upon delivery of  its  raw
sugar to the California and Hawaii Sugar Company ("C&H").

     The price of raw sugar that the Company receives is based upon the price of
domestic  sugar (less delivery and administrative costs) as currently controlled
by  U.S.  Government  price supports legislation.  On April 4,  1996,  President
Clinton signed the Federal Agriculture Improvement and Reform Act of 1996  ("the
Act").   The  Act, which expires in 2002, keeps the loan rate at  18  cents  per
pound.  However, the Act includes certain other adjustments to the sugar program
including  making  crop loans recourse to the producer and  repealing  marketing
allotments  which may over time depress the domestic price of raw sugar.   There
can  be no assurance that, in the future, the government price support will  not
be  reduced  or eliminated entirely.  Such a reduction or elimination  of  price
supports  could  have  a  material adverse affect on the  Company's  agriculture
operations,  and possibly could cause the Company to evaluate the  cessation  of
its remaining sugar cane operations.

      As  part of the Company's agriculture operations, the Company enters  into
commodities  futures  contracts and options in sugar as  deemed  appropriate  to
reduce  the risk of future price fluctuations in sugar.  These futures contracts
and  options are accounted for as hedges and, accordingly, gains and losses  are
deferred and recognized in cost of sales as part of the production cost.

     INVESTMENTS

      Investments in certain partnerships and joint ventures, if any, over which
the  Company  exercises significant influence are accounted for  by  the  equity
method.   To  the  extent  the  Company engages in such  activities  as  general
partner,  the  Company  is  contingently  liable  for  the  obligations  of  its
partnership and joint venture investments.

     LAND DEVELOPMENT

    Project  costs associated with the acquisition, development and construction
of  real  estate  projects  are capitalized and classified  as  construction  in
progress.   Such capitalized costs are not in excess of the project's  estimated
fair  value  as reviewed periodically or as considered necessary.  In  addition,
interest        is        capitalized        to        qualifying         assets

                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                     (Dollars in Thousands)

during  the  period  that  such assets are undergoing  activities  necessary  to
prepare  them for their intended use.  Such capitalized interest is  charged  to
cost  of  sales  as  revenue  from the real estate  development  is  recognized.
Interest costs of approximately $1,327 have been capitalized for the year  ended
1996.  No  material amounts have been capitalized for the year  ended  1995  and
1994.

      Land  actively held for sale and any related development costs transferred
from  construction in progress are reported as inventories in  the  accompanying
consolidated  balance sheets and are stated at the lower of cost or  fair  value
less costs to sell.

     LONG-LIVED ASSETS

      In March 1995, the Financial Accounting Standard Board issued Statement of
Financial  Accounting  Standards No. 121 ("SFAS No. 121"),  Accounting  for  the
Impairment  of  Long-Lived Assets and for Long-Lived Assets to Be  Disposed  Of,
which  requires  impairment losses to be recorded on long-lived assets  used  in
operation  when  indicators of impairment are present and the undiscounted  cash
flows  estimated  to  be  generated by those assets are less  than  the  assets'
carrying  amount.   SFAS  No. 121 also addresses the accounting  for  long-lived
assets that are expected to be disposed of.  The Company adopted SFAS No. 121 in
1995, with no effect on the accompanying financial statements.

      In  accordance with the provisions of the COLA Indenture, appraisals  were
performed  for certain assets of the Company as of December 31, 1996  and  1994,
which  reflected  a  decline in value for certain properties.  Accordingly,  the
Company recorded, as a matter or prudent accounting practice, reductions to  the
carrying value of these properties in the fourth quarter of 1996 and the  fourth
quarter  of 1994 in the amounts of $18,315 and $5,000, respectively, to properly
reflect  the  estimated market value of the property in  its  current  state  of
development.

     EFFECTIVE INTEREST

      For  financial reporting purposes, the Company uses the effective interest
rate  method and accrued interest on the COLAS at 4% per annum ("Mandatory  Base
Interest") for the years ended December 31, 1996, 1995 and 1994.

     INTEREST RATE SWAPS AND CAPS

      Net  interest  received  (paid) on contracts that  qualify  as  hedges  is
recognized  over  the life of the contract as an adjustment to  interest  income
(expense) of the hedged financial instrument.




                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

     PROPERTY, PLANT AND EQUIPMENT

      Property, plant and equipment are stated at cost. Depreciation is based on
the  straight-line method over the estimated economic lives of 20-40  years  for
land improvements and 3-18 years for machinery and equipment, or the lease term,
whichever  is  less.   Maintenance and repairs  are  charged  to  operations  as
incurred.  Renewals and significant betterments and improvements are capitalized
and depreciated over their estimated useful lives.

     DEFERRED EXPENSES

      Deferred  expenses  consist primarily of financing costs  related  to  the
COLAS.  Such costs are being amortized over the term of the COLAS on a straight-
line basis.

     RECOGNITION OF PROFIT FROM REAL PROPERTY SALES

       For  real  property  sales,  profit  is  recognized  in  full  when   the
collectibility of the sales price is reasonably assured and the earnings process
is  virtually complete.  When the sale does not meet the requirements  for  full
profit  recognition, a portion of the profit is deferred until such requirements
are met.

     INCOME TAXES

      The  Company  and  its  subsidiaries report their taxes  as  part  of  the
consolidated  tax return of the Company's parent, Northbrook.  The  Company  and
its  subsidiaries  have  entered  into  a  tax  indemnification  agreement  with
Northbrook  that indemnifies the Company and its subsidiaries for responsibility
for all past, present and future federal and state income tax liabilities (other
than   income   taxes  which  are  directly  attributable  to  cancellation   of
indebtedness  income  caused by the repurchase or redemption  of  securities  as
provided for in or contemplated by the Repurchase Agreement).

      Current  and deferred taxes have been allocated to the Company as  if  the
Company  were a separate taxpayer in accordance with the provisions of SFAS  No.
109-Accounting  for Income Taxes. However, to the extent the tax indemnification
agreement  does  not require the Company to actually pay income  taxes,  current
taxes  payable  or  receivable have been reflected as  deemed  contributions  or
distributions  to  additional paid-in capital in the  accompanying  consolidated
financial statements.

      USE OF ESTIMATES

      The  preparation  of  financial statements in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the amounts reported in the financial  statements  and
accompanying notes.  Actual results could differ from those estimates.

                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

(2)  ASSETS AND LIABILITIES INFORMATION
                                                            1996     1995
                                                         -------    -------
    Receivables - net:
       Trade accounts and notes (net of allowance)     $   2,161     2,252
       Sugar and molasses                                  1,663     3,877
       Insurance claims, net                                  --     1,440
       Other                                                 917     1,151
                                                         -------    -------
                                                          $4,741     8,720
                                                         =======    =======
    Accrued expenses:
       Payroll and benefits                           $   2,540      2,592
       Interest                                           4,470      7,929
       Other                                              2,264      2,747
                                                        -------     -------
                                                      $   9,274     13,268
                                                        =======    =======

(3)  INVESTMENTS

      The  Company's  investments at December 31, 1996 and 1995 consist  of  the
following:


                                                           Carrying Value
                                                           --------------
                                        Ownership
Description                             Percentage         1996     1995
-----------                            -----------        ------   ------
     Sugar Cooperatives                     26.0%      $     41        40
     North Beach Joint Venture              50.0%        46,146    45,040
                                                         -------  -------
                                                       $ 46,187    45,080
                                                        =======   =======

     The Company's sugar plantation subsidiaries sell their raw sugar production
to  the  Hawaiian  Sugar  and  Transportation  Company  ("HSTC"),  which  is  an
agricultural  cooperative  owned by the major  Hawaii  producers  of  raw  sugar
(including the Company), under a marketing agreement.  HSTC sells the raw  sugar
production  to  C&H pursuant to a long-term supply contract. The  terms  of  the
supply  contract do not require a specified level of production  by  the  Hawaii
producers;  however, HSTC is obligated to sell and C&H is obligated to  purchase
any raw sugar produced.  The Company holds a 26 percent equity interest in HSTC.
HSTC  returns to its raw sugar suppliers proceeds based upon the domestic  sugar
price less delivery and administrative charges.  The Company recognizes revenues
and related cost of sales upon delivery of its raw sugar to C&H.

                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                             (Dollars in Thousands)


      The  North Beach joint venture was formed during 1986 to plan, manage  and
develop  approximately 96 acres of beachfront property located at the  Kaanapali
Beach Resort on West Maui.

     The  following  is the condensed, combined financial statement  information
(unaudited) of HSTC and the North Beach joint venture:

                                1996                       1995
                         -----------------          -----------------
                        North Beach                 North Beach
                        Joint Venture   HSTC       Joint Venture  HSTC
                       --------------------        -------------------

Current assets           $   255      13,613             210     31,558

Noncurrent assets         40,100       1,907          40,122      3,797
Current liabilities         (202)    (14,011)           (205)   (31,046)
Noncurrent liabilities        --      (1,400)             --     (4,200)
                          --------   -------         -------    --------
Equity                  $ 40,153         109          40,127        109
                         ========    =======         ========   ========

                                           1996         1995        1994
                                          ------        ------      ------
      Revenue                            $203,406      202,954     312,526
      Cost and expenses                    19,755       20,493      28,472
                                         --------      --------   --------
      Net income                         $183,651      182,461     284,054
                                         ========     ========    ========

                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                     (Dollars in Thousands)

(4)  AMOUNTS DUE AFFILIATES - FINANCING

      The  maturity date of the approximately $15,097 of remaining  acquisition-
related financing owed to affiliates has been extended to June 1, 1998 and bears
interest  at  a  rate  per annum based upon the prime interest  rate  (8.25%  at
December 31, 1996), plus one percent.

     In addition to the $52,000 borrowed from Northbrook in 1995 to redeem Class
A  COLAS  pursuant  to the Redemption Offer (see Note 5), the Company  has  also
borrowed approximately $18,746 and $9,814 during 1996 and 1995, respectively, to
fund  COLA Base Interest payments and other operational needs.  These loans from
Northbrook  are  payable interest only, mature on June  1,  1998  and  carry  an
interest  rate  per  annum equal to the prime interest rate  plus  two  percent.
Pursuant  to  the  Indenture relating to the COLAS, the  amounts  borrowed  from
Northbrook are considered "Senior Indebtedness" to the COLAS.

      In February 1997 the above noted affiliate loans, along with certain other
amounts  due  Northbrook,  were converted into a  new  $104,759  ten  year  note
payable.   The  new note is payable interest only, which accrues  at  the  prime
interest rate plus 2%.

(5)  CERTIFICATE OF LAND APPRECIATION NOTES

       The COLAS are unsecured debt obligations of the Company.  Interest on the
COLAS  is payable semi-annually on February 28 and August 31 of each year.   The
COLAS  mature  on December 31, 2008, and bear interest after the Final  Issuance
Date  (August  31,  1989) at a rate of 10% per annum ("Base  Interest")  of  the
outstanding  principal  balance  of the COLAS on  a  cumulative,  non-compounded
basis,  of  which  6% per annum is contingent ("Contingent Base  Interest")  and
payable  only  to the extent of Net Cash Flow (Net Cash Flow for any  period  is
generally an amount equal to 90% of the Company's net cash revenues and receipts
after  payment  of  cash  expenditures, including the  Qualified  Allowance  (as
defined)  other than federal and state income taxes and after the  establishment
by the Company of reserves).

      In each calendar year, principal reductions may be made from remaining Net
Cash  Flow, if any, in excess of all current and unpaid deferred Contingent Base
Interest  and  will be made at the election of the Company (subject  to  certain
restrictions).  The COLAS will bear additional contingent interest in any  year,
after  any  principal reduction, equal to 55% of remaining Net Cash Flow.   Upon
maturity, holders of COLAS will be entitled to receive the remaining outstanding
principal  balance  of  the  COLAS  plus unpaid  mandatory  Base  Interest  plus
additional interest equal to the unpaid Contingent Base Interest, to the  extent
of  the Maturity Market Value (Maturity Market Value generally means 90% of  the
excess of the Fair Market Value (as defined) of the Company's assets at Maturity
over  its liabilities incurred in connection with its operations), plus  55%  of
the remaining Maturity Market Value.

                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                     (Dollars in Thousands)

     On March 14, 1989, Amfac/JMB Finance ("Finance"), a wholly-owned subsidiary
of  Northbrook,  and  the  Company entered into an  agreement  (the  "Repurchase
Agreement") concerning Finance's obligations to repurchase, on June 1, 1995  and
1999,  the COLAS upon request of the holders thereof.  The COLAS were issued  in
two  units consisting of one Class A and one Class B COLA.  As specified in  the
Repurchase  Agreement,  the  repurchase of the  Class  A  COLAS  may  have  been
requested by the holders of such COLAS on June 1, 1995 at a price equal  to  the
original  principal amount of such COLAS ($.5) minus all payments  of  principal
and  interest allocated to such COLAS. The cumulative interest paid per Class  A
COLA through June 1, 1995 was $.135.  The repurchase of the Class B COLAS may be
requested  of Finance by the holders of such COLAS on June 1, 1999  at  a  price
equal  to  125% of the original principal amount of such COLAS ($.5)  minus  all
payments of principal and interest allocated to such COLAS.  Through the date of
this  report,  the  cumulative interest paid per Class A and  Class  B  COLA  is
approximately $.165 and $.165, respectively.

      On  March  14,  1989, Northbrook entered into a keep-well  agreement  with
Finance,  whereby it agreed to contribute sufficient capital or  make  loans  to
Finance  to  enable  Finance to meet its COLA repurchase  obligations  described
above.  Notwithstanding Finance's repurchase obligations, the Company may  elect
to redeem any COLAS requested to be repurchased at the specified price.

      On March 15, 1995, pursuant to the indenture that governs the terms of the
COLAS (the "Indenture"), the Company elected to offer to redeem (the "Redemption
Offer")  all  Class  A  COLAS from the registered holders,  thereby  eliminating
Finance's obligation to satisfy the Class A COLA repurchase options requested by
such  holders  as  of June 1, 1995.  Pursuant to the Redemption  Offer,  and  in
accordance with the terms of the Indenture, the Company was therefore  obligated
to purchase any and all Class A COLAS submitted pursuant to the Redemption Offer
at  a  price  of  $.365  per Class A COLA.  In conjunction  with  the  Company's
Redemption  Offer,  the  Company made a tender offer  (the  "Tender  Offer")  to
purchase up to approximately $68,000 principal value of the Class B COLAS  at  a
price of $.220 per Class B COLA from COLA holders electing to have their Class A
COLAS  repurchased.  Approximately 229,000 Class  A  COLAS  were  submitted  for
repurchase  pursuant to the Redemption Offer and approximately  99,000  Class  B
COLAS  were submitted for repurchase pursuant to the Tender Offer, requiring  an
aggregate payment by the Company of approximately $105,450 on June 1, 1995.  The
Company used its available cash to purchase Class B COLAS pursuant to the Tender
Offer and borrowed $52,000 from Northbrook to purchase Class A COLAS pursuant to
the Redemption Offer.

     As  a result of the repurchases, the Company retired approximately $164,045
in  face  value  of COLA debt and recognized a financial statement extraordinary
gain of approximately $32,544 (net of income taxes of $20,807, the write-off  of
deferred  financing costs of $10,015, the write-off of accrued  Contingent  Base
Interest     of     $5,667    and    expenses    of    $894).      Such     gain

                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

was  treated  as  cancellation  of indebtedness income  for  tax  purposes  and,
accordingly,  the  income  taxes  related  to  the  Class  A  Redemption   Offer
(approximately $9,106) were not indemnified by the tax agreement with Northbrook
(see note 1).

    The  terms of the Indenture relating to the COLAS place certain restrictions
on  the  Company's  declaration  and payment of  dividends.   Such  restrictions
generally relate to the source, timing and amounts which may be declared  and/or
paid.   The  COLAS also impose certain restrictions on, among other things,  the
creation of additional indebtedness for certain purposes, the Company's  ability
to  consolidate  or  merge  with  or  into other  entities,  and  the  Company's
transactions with affiliates.

(6)  LONG-TERM DEBT

      In  June  1991,  the Company obtained a five-year $66,000  loan  from  the
Employees'  Retirement  System of the State of Hawaii ("ERS").  The  nonrecourse
loan  is  secured  by  a first mortgage on the Kaanapali Golf  Courses,  and  is
considered  "Senior Indebtedness" (as defined in the Indenture relating  to  the
COLAS).  The loan bore interest at a rate per annum equal to the greater of  (i)
the  base interest rate announced by the Bank of Hawaii on the first of July for
each  year or (ii) ten percent per annum through June 30, 1993 and nine  percent
per  annum thereafter.  The annual interest payments were in excess of the  cash
flow generated by the Kaanapali Golf Courses.

      In April 1996, the Company reached an agreement to amend the loan with the
ERS,  extending  the  maturity date for five years.  In exchange  for  the  loan
extension,  the  ERS received the right to participate in the  "Net  Disposition
Proceeds"  (as  defined)  related to the sale or the  refinancing  of  the  golf
courses  or  at the maturity of the loan.  The ERS share of the Net  Disposition
Proceeds  increases from 30% through June 30, 1997, to 40% for the  period  from
July  1,  1997  to  June  30, 1999 and to 50% thereafter.   The  loan  amendment
effectively adjusted the interest rate as of January 1, 1995 to 9.5% until  June
30,  1996.   After June 30, 1996, the loan bears interest at a  rate  per  annum
equal to 8.73%.  The loan amendment requires the Company to pay interest at  the
rate  of 7% for the period from January 1, 1995 to June 30, 1996, 7.5% from July
1,  1996  to  June 30, 1997, 7.75% from July 1, 1997 to June 30, 1998  and  8.5%
thereafter  ("Minimum Interest").  The Company made payments  in  1996  totaling
$6,512,  which  represents  the Minimum Interest due through  October  1,  1996.
Accrued  Minimum  Interest  as of December 31, 1996 was  $1,244.  The  scheduled
minimum  payments  are paid quarterly on the principal balance  of  the  $66,000
loan.   The  difference  between the accrued interest expense  and  the  Minimum
Interest payment accrues interest and is payable on an annual basis from  excess
cash  flow, if any, generated from the Kaanapali Golf Courses. The total accrued
interest  payable from excess cash flow was approximately $3,151 as of  December
31,  1996.  Although  the outstanding loan balance remains nonrecourse,  certain
payments  and obligations, such as the Minimum Interest payments and  the  ERS's
share  of  appreciation,  if  any, are recourse to  the  Company.  However,  the
Company's  obligations to make future Minimum Interest payments and to  pay  the
ERS  a  share  of  appreciation would be terminated if the Company  tendered  an
executed  deed  to  the golf course property to the ERS in accordance  with  the
terms of the amendment.

                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

     In January 1993, The Lihue Plantation Company, Limited ("Lihue") obtained a
ten-year  $13,250 loan used to fund the acquisition of Lihue's power  generation
equipment. The $13,250 loan, constituting "Senior Indebtedness" under the COLAS'
Indenture, consists of two ten year amortizing term loans of $10,000 and $3,250,
respectively, payable in forty consecutive installments commencing July 1,  1993
in  the  principal  amount of $250 and $81, respectively (plus  interest).   The
$10,000  and  $3,250  loans  have  outstanding  balances  of  $6,500  and   $66,
respectively, as of December 31, 1996 and bear interest at a rate equal to prime
rate (8.25% at December 31, 1996) plus three and one half percent and prime rate
plus  four and one-half percent, respectively.  Lihue has purchased an  interest
rate  agreement  which  protects  against fluctuations  in  interest  rates  and
effectively caps the prime rate for the first seven years of the loan  agreement
at  eight  percent. The loan is secured by the Lihue power generation equipment,
sugar inventories and receivables, certain other assets and real property of the
Company and has limited recourse to the Company and certain other subsidiaries.

    In October 1993, Waikele Golf Club, Inc. ("WGCI"), a wholly-owned subsidiary
of  the Company that owns and operates the Waikele Golf Course, obtained a  five
year  $20,000 loan facility from two lenders.  The loan consists of two  $10,000
amortizing  loans.  Each loan bears interest only for the first  two  years  and
interest  and  principal  payments based upon an assumed  20  year  amortization
period  for  the remaining three years.  The loans bear interest at  prime  plus
1/2% and LIBOR (5.5% at December 31, 1996) plus 3%, respectively.  WGCI received
an initial funding of $14,000, of which $600 was held back by the lenders to pay
interest.   In October 1994, in accordance with the loan agreement, the  Company
received  an  additional funding of $6,000 and a release of  the  $600  interest
holdback,  both of which were contingent upon achieving a certain level  of  Net
Operating Income (as defined) by the golf course during the first six months  of
1994.   The  loan  is  secured by WGCI's assets (the  golf  course  and  related
improvements  and  equipment), is guaranteed by the Company, and  is  considered
"Senior  Indebtedness" (as defined in the Indenture relating to the COLAS).   As
of December 31, 1996, the outstanding balance was $19,511, with scheduled annual
principal  maturities of $405 in 1997 and the balance of  $19,106  in  1998.  In
February 1997, WGCI entered into an amended and restated loan agreement with the
Bank  of  Hawaii, whereby the outstanding principal amount of the loan has  been
increased to $25,000, the maturity date has been extended to February 2007,  the
interest rate has been changed to LIBOR plus 2% until the fifth anniversary  and
LIBOR  plus  2.5% thereafter and principal is to be repaid based  on  a  30-year
amortization schedule.

      In  December  1996, Amfac Property Development Corporation, a wholly-owned
subsidiary of the Company, obtained a $10,000 loan facility from a Hawaii  bank.
The loan is secured by a mortgage on property under development at the mill-site
of  Oahu  Sugar,  and  is considered "Senior Indebtedness" (as  defined  in  the
Indenture  relating to the COLAS).  The loan bears interest at the  bank's  base
rate (8.25% at December 31, 1996) plus .5% and matures on December 1, 1998.



                      AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

(7)  RENTAL ARRANGEMENTS

     As Lessee

      The Company rents, as lessee, various land, facilities and equipment under
operating  leases.   Most land leases provide for renewal  options  and  minimum
rentals plus contingent payments based on revenues or profits.  Included in rent
expense are minimum rentals and contingent payments for operating leases in  the
following amounts:
                                                1996       1995      1994
                                              ------      ------     ------
   Minimum and fixed rents                    $2,357      2,789      3,956
   Contingent payments                         1,181      1,261      2,476
   Property taxes, insurance and other
   charges                                     1,241        445        669
                                             -------     ------     ------
                                              $4,779      4,495      7,101
                                            ========   ========    =======
       Future  minimum  lease  payments  under  noncancelable  operating  leases
aggregate  approximately  $13,403 and are due as follows:  1997,  $1,960;  1998,
$2,138; 1999, $1,959; 2000, $2,005; 2001, $1,663; and thereafter, $3,678.

(8)  EMPLOYEE BENEFIT PLANS

      The  Company participates in benefit plans covering substantially all  its
employees,  which  provide benefits based primarily on  length  of  service  and
compensation levels.  These plans are administered by Northbrook in  conjunction
with  other  plans  providing  benefits  to  employees  of  Northbrook  and  its
affiliates.

     Northbrook's policy is to fund pension costs in accordance with the minimum
funding requirements under provisions of the Employee Retirement Income Security
Act  ("ERISA").  Under ERISA guidelines, amounts funded may be more or less than
the  pension expense recognized for financial reporting purposes.   One  of  the
Company's defined benefit plans, the Retirement Plan for the Employees of Amfac,
Inc.  (the  "Plan"), terminated effective December 31, 1994.  The settlement  of
the  plan  occurred in May 1995.  The Company replaced this plan with the  "Core
Retirement Award Program", a defined contribution plan that commenced on January
1, 1995.  In the new plan, an Eligible Employee (as defined) is credited with an
annual  contribution equal to 3% of the employee's qualified compensation.   The
new plan's cost to the Company and the benefits provided to the participants are
comparable to the former plan.

      Charges  for  pension  and Core Retirement Award costs  allocated  to  the
Company  aggregated  approximately $628, $961 and $1,000  for  the  years  ended
December 31, 1996, 1995 and 1994, respectively.


                        AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

      In  addition  to  providing pension benefits, the  Company  also  provides
certain healthcare and life insurance benefits to eligible retired employees  of
some  of  its  businesses.  Where such benefits are offered,  substantially  all
employees  may  become  eligible for such benefits if  they  reach  a  specified
retirement  age while employed by the Company and if they meet a certain  length
of  service  criteria.  The postretirement healthcare plan is  contributory  and
contains  cost-sharing  features such as deductibles and  copayments.   However,
these  features,  as  they  apply to bargaining unit retirees,  are  subject  to
collective bargaining provisions of a labor contract between the Company and the
International  Longshoremen's & Warehousemen's Union.  The  postretirement  life
insurance plan is non-contributory.  The Company continues to fund benefit costs
for both plans on a pay-as-you-go basis.

      Net  periodic postretirement benefit cost (credit) for 1996, 1995 and 1994
includes the following components:
                 December 31,          December 31,        December 31,
                    1996                  1995                1994
             ------------------     -----------------    ----------------
                   Life                   Life                Life
              Medical Insurance    Medical Insurance    Medical Insurance
                Plans  Plans  Total  Plans   Plans  Total Plans  Plan   Total
              ------- ------- ------ ------ ------- ------ ---- -----   -----
Service cost     $394    23     417    378     15    393    483     17    500
Interest cost   1,681   289   1,970   1,991   296  2,287  3,428    292  3,720
Amortization of
 net(gain)loss (3,396)   30  (3,366) (3,310)   24 (3,286)(1,290)    35 (1,255)
               ------- ------ ------ ------  ----- ------  -----  ----- ----

Net periodic
 postretirement
 benefit cost
 (credit)     $(1,321) 342     (979)  (941)   335  (606)  2,621    344  2,965
               ======   ====== ====== ====== ====== ===== ====== ===== =====
The following table sets forth the plans' combined funded status reconciled with
the  amounts  included  in  the Company's consolidated financial  statements  at
December 31, 1996 and 1995:
                                    December 31,          December 31,
                                       1996                   1995
                               -------------------     ------------------
                                        Life                   Life
                              Medical Insurance       Medical Insurance
                              Plans  Plan    Total      Plans  Plan   Total
                             ------ ------- ------- ------ ------  --------
Accumulated postretirement
 benefit obligation:
  Retirees                    $17,385  3,827   21,212  16,048  3,915  19,963
  Fully eligible active plan
   members                        195     16      211     310     29     339
  Other active plan members     4,514    164    4,678   6,928    153   7,081
                               ------  ------  ------  ------  ------  -----
                               22,094  4,007   26,101  23,286  4,097  27,383
Unrecognized net gain(loss)    31,912   (351)  31,561  33,958   (304) 33,654
                               ------  ------  ------ ------  ------  ------
Acc. postretirement benefit
 cost                          54,006  3,656   57,662  57,244  3,793  61,037
                               ======  ======  ======  ====== =====  ======

                         AMFAC/JMB HAWAII, INC.

             Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

     For measuring the expected postretirement benefit obligation, an 11% annual
rate  of  increase  in the per capita claims cost was assumed for  1996  through
2002.   This rate was assumed to decrease to 6% in 2003 and remain at that level
thereafter.  The healthcare cost trend rate assumption has a significant  effect
on  the amount of the obligation and periodic cost reported.  An increase in the
assumed  healthcare  trend rate by 1% in each year would  increase  the  medical
plans' accumulated postretirement benefit obligation as of December 31, 1996  by
7% and the aggregate of the service and interest cost components of net periodic
postretirement benefit cost for the year then ended by 8%. During 1995, premiums
for   health  benefits  for  retirees  were  adjusted  to  match  actual  claims
experience.  This adjustment resulted in a reduction to the cost absorbed by the
Company  due  to  the cost sharing provisions of the health care  benefit  plan.
This adjustment also resulted in the reduction of the accumulated postretirement
benefit obligation as of December 31, 1995.


       The Company currently amortizes unrecognized gains over the shorter of 10
years  or  the  average  remaining service period of active  plan  participants.
However,  due  to  the significant amount of unrecognized gain at  December  31,
1996,  which  is  included in the financial statements as a liability,  and  the
disproportionate  relationship  between the unrecognized  gain  and  accumulated
postretirement benefit obligation at December 31, 1996, the Company may, in  the
future,  change  its  amortization policy to accelerate the recognition  of  the
unrecognized  gain.   In  considering such change, the  Company  would  need  to
determine whether significant changes in the accumulated postretirement  benefit
obligation and unrecognized gain may occur in the future as a result of  changes
in  actuarial assumptions, experience and other factors.  Any future  change  to
accelerate the amortization of the unrecognized gain would have no effect on the
Company's  cash flows, but could have a significant effect on its  statement  of
operations.

      The  weighted-average  discount rate used in determining  the  accumulated
postretirement benefit obligation was 7.5% as of December 31, 1996 and 1995.

(9)  TRANSACTIONS WITH AFFILIATES

      The Company incurred interest expense of approximately $8,935, $5,360  and
$1,267  for  the years ended December 31, 1996, 1995 and 1994, respectively,  in
connection  with the financing obtained from an affiliate (see note 4),  all  of
which was paid as of December 31, 1996.

      With  respect  to any calendar year, JMB or its affiliates may  receive  a
Qualified Allowance in an amount equal to:  (i) approximately $6,200 during each
of  the calendar years 1989 through 1993; and (ii) thereafter, 1-1/2% per  annum
of the Fair Market Value (as defined) of the gross assets of the Company and its
subsidiaries  (other  than cash and cash equivalents  and  Excluded  Assets  (as
defined))  for  providing certain advisory services for the  Company.   However,
such  amounts shall be earned and paid for each year only following the  payment
of  a  specified level of Base Interest to the holders of the COLAS. Any portion
of  the  Qualified  Allowance  not paid for any year  shall  accumulate  without
interest.   A Qualified Allowance for 1989 of approximately $6,200 was  paid  on
February  28,  1990.  Any Qualified Allowance for 1990  through  1996  has  been
deferred         and        is        payable        only         to         the
                         AMFAC/JMB HAWAII, INC.

             Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

extent  future Net Cash Flows are sufficient to pay the holders of the  COLAS  a
specified  level of return, and accordingly, no such amounts have been reflected
in  the  accompanying consolidated financial statements. JMB  has  informed  the
Company that no incremental costs or expenses have been incurred relating to the
provision  of  these  advisory services.  The Company  believes  that  using  an
incremental cost methodology is reasonable.

       The   Company,  its  subsidiaries  and  their  joint  ventures  reimburse
Northbrook,  JMB  and  their affiliates for direct expenses  incurred  on  their
behalf,  including salaries and salary-related expenses incurred  in  connection
with  the  management  of  the  Company's or its  subsidiaries'  and  the  joint
ventures' operations.  The total of such costs for the years ended December  31,
1996,  1995  and  1994 was approximately $653, $587 and $500,  respectively,  of
which $1,241 was unpaid as of December 31, 1996. In addition, as of December 31,
1996, the current portion of amounts due to affiliates includes $9,106 of income
tax  payable related to the Class A COLA Redemption Offer (see note  5).   Also,
the  Company pays a non-accountable reimbursement of approximately $30 per month
to  JMB  or its affiliates in respect of general overhead expense, all of  which
was paid as of December 31, 1996.

     JMB  Insurance  Agency,  Inc.  earns  insurance  brokerage  commissions  in
connection with providing the placement of insurance coverage for certain of the
properties  and  operations of the Company. Such commissions are  comparable  to
those  available  to  the  Company in similar dealings with  unaffiliated  third
parties.   The total of such commissions for the years ended December 31,  1996,
1995  and 1994 was approximately $774, $653 and $983, respectively, all of which
was paid as of December 31, 1996.

     Northbrook and its affiliates allocated certain charges for services to the
Company  based upon the estimated level of services for the years ended December
31,   1996,   1995  and  1994  of  approximately  $1,460,  $7,868  and   $1,757,
respectively,  of  which  $6,488 was unpaid as  of  December  31,  1996.   These
services and costs are intended to reflect the Company's separate costs of doing
business and are principally related to the inclusion of the Company's employees
in  the  Northbrook pension plan, payment of severance and termination  benefits
and  reimbursement  for insurance claims paid on behalf  of  the  Company.   All
amounts described above, deferred or currently payable, do not bear interest and
are expected to be paid in future periods.

      As discussed in note 4, in February 1997 certain intercompany payables  to
Northbrook  totaling  $7,922 were converted into a new ten  year  note  payable.
Accordingly,  these  intercompany amounts were classified  as  long-term  as  of
December 31, 1996 in the accompanying consolidated financial statements.

(10)  SIGNIFICANT CUSTOMER

      During 1994, approximately 24% of the Company's revenues were derived from
the sale of land parcels at Waikele to a single builder.


                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

      As  a result of the Company's interest in HSTC, C&H is contractually bound
to purchase all of the sugar the Company produces.  If, for any reason, C&H were
to cease its operations, the Company would seek other purchasers for its sugar.

(11)  COMMITMENTS AND CONTINGENCIES

      The Company is involved in various matters of litigation and other claims.
Management,  after consultation with legal counsel, is of the opinion  that  the
Company's liability (if any) when ultimately determined will not have a material
adverse effect on the Company's financial position.

      The  Company's  property segment had contractual commitments  (related  to
project  costs)  of  approximately $2,100 as of December  31,  1996.  Additional
development expenditures are dependent upon the ability to obtain financing  and
the timing and extent of property development and sales.

     As  of  December  31,  1996, certain portions of  the  Company's  land  not
currently  under  development  or  used in sugar  operations  are  mortgaged  as
security for $1,300 of performance bonds related to property development.

(12)  INCOME TAXES

      Total income tax expense (benefit) for the years ended December 31,  1996,
1995 and 1994 was allocated as follows:
                                            1996      1995    1994
                                           ------   --------  -------
Loss before extraordinary gain           $(21,043)   (8,019) (7,764)
Extraordinary gain                              --   20,807      --
                                           -------   -------   ------
                                         $(21,043)   12,788  (7,764)
                                           =======  =======   ======
    Income tax expense (benefit) attributable to loss before extraordinary  gain
for the years ended December 31, 1996, 1995 and 1994 consists of:
                                      Current  Deferred  Total
                                      ------- --------- -------
Year ended December 31, 1996:
  U.S. federal                        $(4,414)  (13,391) (17,805)
  State                                  (803)   (2,435)  (3,238)
                                       -------  -------- --------
                                      $(5,217)  (15,826) (21,043)
                                       =======   ======= ========
Year ended December 31, 1995:
  U.S. federal                        $(10,475)   3,689   (6,786)
  State                                 (1,904)     671   (1,233)
                                      -------     ------  ------

                                      $(12,379)   4,360   (8,019)
                                      =======    =======  =======
Year ended December 31, 1994:
  U.S. federal                        $ 20,946  (27,515)  (6,569)
  State                                  3,808   (5,003)  (1,195)
                                       --------  -------  --------
                                       $24,754   (32,518)  (7,764)
                                      ========  =======   ========

                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                     (Dollars in Thousands)

      In  1995,  income tax expense related to the COLA redemption  approximated
$20,807. Of this amount, approximately $9,106 was attributable to current  taxes
related to the redeemed Class A COLA's and, accordingly, was not indemnified  by
Northbrook (see note 9).   Current income tax expense attributable to the  Class
B COLA's of approximately $9,490 was indemnified by Northbrook and, accordingly,
was  deducted from the 1995 current tax benefit of $12,379 attributable to  loss
before  extraordinary  gain to derive the 1995 capital contribution  related  to
current income taxes.

     Income  tax benefit attributable to loss before extraordinary gain  differs
from  the  amounts computed by applying the U.S. federal income tax rate  of  35
percent to pretax loss before extraordinary gain as a result of the following:

                                                   1996     1995     1994
                                                  ------   ------   ------

Computed "expected" tax benefit                 $(19,323)  (9,749)  (7,279)
Increase (reduction) in income taxes
 resulting from:
  Pension and Core Retirement Award expense          321    2,478      365
  State income taxes, net of federal income
  tax benefit                                     (2,158)    (823)    (796)
Other, net                                           117       75      (54)
                                                 -------   -------  -------
     Total                                      $(21,043)  (8,019)  (7,764)
                                                ========   =======  =======



                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                     (Dollars in Thousands)

    Deferred  income taxes reflect the net tax effects of temporary  differences
between  the carrying amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes. Significant components of
the  Company's deferred tax liabilities and assets as of December 31,  1996  and
1995 are as follows:

                                                       1996       1995
                                                     ---------  --------
Deferred tax (assets):
  Postretirement benefits                           $ (22,488)  (23,804)
  Interest accruals                                    (2,975)   (3,149)
  Other accruals                                       (3,549)   (3,074)
                                                      --------  --------
     Total deferred tax assets                        (29,012)  (30,027)
                                                      --------  --------

 Deferred tax liabilities:
  Accounts receivable related to profit on sales
  of sugar                                              3,065     3,332
 Inventories, principally due to sugar production
 costs,capitalized costs, capitalized interest
 and purchase accounting adjustments                      258     4,716
 Plant and equipment, principally due to
 depreciation and purchase accounting adjustments       8,129     7,696
 Land and land improvements, principally due to
 purchase accounting adjustments                       89,537   101,204
 Deferred gains due to installment sales for
 income tax purposes                                    7,429     8,492
Investments in unconsolidated entities,
 principally due to purchase
 accounting adjustments.                               14,361    14,180
                                                      -------   -------
 Total deferred tax liabilities                       122,779   139,620
                                                      -------   -------
     Net deferred tax liability                      $ 93,767   109,593
                                                    =========  ========



                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Concluded

                     (Dollars in Thousands)

(13)  SEGMENT INFORMATION

      Agriculture  and Property comprise the separate industry segments  of  the
Company.   Operating  income  (loss)-Other  consists  primarily  of  unallocated
overhead expenses and Total assets-Other consists primarily of cash and deferred
expenses.

      Total revenues, operating income (loss), assets, capital expenditures, and
depreciation  and amortization by industry segment for 1996, 1995 and  1994  are
set forth below:
                                              1996        1995        1994
     Revenues:
       Agriculture                           $51,805     47,656      89,237
       Property                               45,138     52,663      66,749
                                            --------    --------   --------
                                             $96,943    100,319     155,986
                                            ========    ========   ========
     Operating income (loss):
       Property:
         Reduction to carrying value
         of investments in real
         estate                             $(18,315)        --     (5,000)
         Other                                   732     11,122     17,934
       Agriculture                            (7,525)   (10,882)    (3,893)
       Other                                  (3,045)    (2,593)    (3,800)
                                            --------    --------   --------
                                           $ (28,153)    (2,353)      5,241
                                            ========    ========   ========
     Total assets:
       Property                             $225,372    199,999     207,980
       Agriculture                           239,222    304,170     321,906
       Other                                  19,011     23,429      84,661
                                            --------   --------    --------
                                            $483,605    527,598     614,547
                                            ========   ========    ========
     Capital expenditures:
       Property                            $     845      1,529       2,872
       Agriculture                             3,160      3,616       3,891
       Other                                     252        --           --
                                             -------   --------    --------
                                           $   4,257      5,145       6,763
                                             =======   ========    ========
     Depreciation and amortization:
       Property                            $   2,179      1,991       2,128
       Agriculture                             4,120      4,538       4,889
       Other                                      55        194         199
                                             -------    -------    --------
                                          $    6,354      6,723       7,216
                                            =======     =======    ========
(14)  Subsequent Event

      On February 28, 1997, an interest payment of approximately $4,414 was paid
to  the  holders  of  COLAS.   The Company borrowed  approximately  $4,414  from
Northbrook to make the interest payment.

<TABLE>
     Schedule II
                     AMFAC/JMB HAWAII, INC.

               Valuation and Qualifying Accounts

          Years ended December 31, 1996, 1995 and 1994

                     (Dollars in Thousands)
<CAPTION>
                                  Additions   Additions
                     Balance at   Charges to  Charges to          Balance at
                     Beginning    Cost and     Other                 End
Description          of Period    Expenses    Accounts  Deductions of Period
                     --------     -------    ---------  ----------  -------
<S>                   <C>        <C>        <C>        <C>         <C>
Year ended December 31,
 1996:
  Allowance for doubtful
   accounts:
    Trade accounts     $  361         11         --          54        318
    Claims and other       --         --         --          --         --
                        -------     ------     ------    ------     ------
                       $  361        11          --          54        318
                        =======     ======     ======    ======     ======
Year ended December 31,
 1995:
  Allowance for doubtful
   accounts:
    Trade accounts     $  285       102          --          26        361
    Claims and other    1,144        --          --       1,144        --
                       ------     ------      ------     ------     ------
                       $1,429       102          --       1,170       361
                       ======     ======     ======     ======      ======
Year ended December 31,
 1994:
  Allowance for doubtful
   accounts:
    Trade accounts     $  235        89          --          39       285
    Claims and other    1,144       --           --          --     1,144
                       ------     ------      ------    -------    -------
                       $1,379        89          --          39     1,429
                       ======     ======      ======    =======    =======
</TABLE>



                 REPORT OF INDEPENDENT AUDITORS



The Board of Directors and Stockholder
AMFAC/JMB FINANCE, INC.

         We    have    audited    the    accompanying    balance    sheets    of
Amfac/JMB    Finance,    Inc.   as   of   December   31,    1996    and    1995.
These    balance    sheets   are   the   responsibility   of    the    Company's
management.     Our    responsibility   is   to   express    an    opinion    on
these balance sheets based on our audits.

        We    conducted    our    audits    in   accordance    with    generally
accepted    auditing    standards.    Those   standards    require    that    we
plan    and    perform    the    audit    to   obtain    reasonable    assurance
about     whether    the    balance    sheets    are    free     of     material
misstatement.     An   audit   includes   examining,   on    a    test    basis,
evidence    supporting   the   amounts   and   disclosures   in   the    balance
sheets.      An     audit    also    includes    assessing    the     accounting
principles    used    and    significant   estimates   made    by    management,
as    well    as    evaluating   the   overall   balance   sheet   presentation.
We   believe   that   our   audits   provide  a   reasonable   basis   for   our
opinion.

        In    our    opinion,   the   balance   sheets   referred    to    above
present     fairly,     in    all    material    respects,     the     financial
position    of   Amfac/JMB   Finance,   Inc.   at   December   31,   1996    and
1995,      in      conformity     with     generally     accepted     accounting
principles.












                                    ERNST & YOUNG LLP


Honolulu, Hawaii
March 21, 1997


                    AMFAC/JMB FINANCE, INC.

                         Balance Sheets

                   December 31, 1996 and 1995

      (Dollars in thousands, except per share information)



                          A S S E T S


                                                           1996     1995

Current assets:
Cash                                                     $   1         1
                                                          =======  ========

L I A B I L I T Y   A N D   S T O C K H O L D E R ' S   E Q U I T Y

Repurchase obligation (note 3)
Common stock, $1 par value;
   authorized, issued and outstanding - 1,000 shares     $   1         1
                                                           =======  =======








 The accompanying notes are an integral part of these balance sheets.



                    AMFAC/JMB FINANCE, INC.

                  Notes to the Balance Sheets

                   December 31, 1996 and 1995

                     (Dollars in Thousands)

(1)  ORGANIZATION AND ACCOUNTING POLICY

         Amfac/JMB     Finance,     Inc.    ("Finance")     was     incorporated
November   7,   1988   in  the  State  of  Illinois.    Finance   has   had   no
financial     operations.      All    of    the    outstanding     shares     of
Finance are owned by Northbrook Corporation ("Northbrook").

(2)  KEEP-WELL AGREEMENT

        On    March    14,   1989,   Northbrook   entered   into   a   keep-well
agreement     with     Finance,    whereby    it    agreed     to     contribute
sufficient   capital   or   make   loans   to   Finance   to   enable    Finance
to    meet    the    COLA    repurchase   obligations   described    below    in
note 3.

       On   March   15,   1995,   pursuant  to  the   indenture   that   governs
the    terms    of    the    COLAS   (the   "Indenture"),   Amfac/JMB    Hawaii,
Inc.    elected    to   exercise   its   right   to   redeem,   and    therefore
was   obligated   to   purchase,   any  and  all   Class   A   COLAS   submitted
pursuant   to   the   June   1,   1995  Redemption   Offer   at   a   price   of
$.365    per   Class   A   COLA.    Pursuant   to   Amfac/JMB   Hawaii,   Inc.'s
election   to   redeem   the   Class   A   COLAS   for   repurchase,   Amfac/JMB
Hawaii,    Inc.   assumed   Finance's   maximum   amount   of   its    liability
from the June 1, 1995 COLA repurchase obligation of $140,425.

(3)  REPURCHASE OBLIGATION

       On   March   14,   1989,   Finance  and  a   subsidiary   of   Northbrook
(Amfac/JMB     Hawaii,    Inc.)    entered    into     an     agreement     (the
"Repurchase     Agreement")     concerning     Finance's     obligation      (on
June    1,   1995   and   1999)   to   repurchase,   upon   request    of    the
holders    thereof,    the    Certificate    of    Land    Appreciation    Notes
due   2008   ("COLAS"),   to   be   issued  by   Amfac/JMB   Hawaii,   Inc.   in
conjunction   with   the   acquisition   of   Amfac/JMB   Hawaii,    Inc..     A
total    aggregate    principal   amount   of    $384,737    of    COLAS    were
issued    during    the    offering,   which   terminated    on    August    31,
1989.    The   COLAS   were   issued   in   two   units   consisting   of    one
Class   A   and   one   Class   B  COLA.   As  specified   in   the   Repurchase
Agreement,   the   repurchase   of   the   Class   A   COLAS   may   have   been
requested   of   Finance   by   the  holders  of   such   COLAS   on   June   1,
1995   at   a   price   equal  to  the  original  principal   amount   of   such
COLAS    ($.500)    minus    all   payments   of    principal    and    interest
allocated    to    such    COLAS.    The   cumulative    interest    paid    per
Class   A   COLA   through   June   1,   1995   was   $.135.    The   repurchase
of    the    Class   B   COLAS   may   be   requested   of   Finance   by    the
holders   of   such  COLAS  on  June  1,  1999  at  a  price   equal   to   125%
of    the   original   principal   amount   of   such   COLAS   ($.500)    minus
all    payments    of    principal    and    interest    allocated    to    such
COLAS.    To   date,   the   cumulative  interest   paid   per   Class   A   and
Class B COLA is approximately $.165 and $.165, respectively.

Item    9.     Changes    in    and   Disagreements    with    Accountants    on
Accounting and Financial Disclosure

        There    were    no    changes    in   or   disagreements    with    the
accountants during the fiscal years 1996 and 1995.



                            PART III

Item 10.  Directors and Executive Officers of the Registrant

         As     of    December    31,    1996,    the    directors,    executive
officers    and    certain   other   officers   of   the   Company    were    as
follows:

                                           Position
                                           Held with
      Name                                 the Company

      Judd D. Malkin                       Chairman
      Neil G. Bluhm                        Vice Chairman
      Edward G.  Karl                      President, Chief Executive
                                           Officer and Director
      Gary  Grottke                        Executive  Vice  President,
                                           Chief  Operating
                                           Officer   and Director
      Chris J. Kanazawa                    Senior  Vice  President
                                           and Director
      Peggy  H. Sugimoto                   Senior  Vice   President and
                                           Chief Financial Officer
      Timothy  E.  Johns                   Vice President
      Teney K. Takahashi                   Vice President


         Certain    of    these    officers    are    also    officers    and/or
directors    of    JMB    and    numerous   affiliated    companies    of    JMB
(hereinafter    collectively   referred   to   as    "JMB    affiliates")    and
many     of     such     officers    are    also     partners     of     certain
partnerships      (herein     collectively     referred      to      as      the
"Associate    Partnerships")    which    are    associate    general    partners
(or    general    partners   thereof)   in   publicly   offered   real    estate
limited     partnerships.     The    publicly    offered     partnerships     in
which    the   Associate   Partnerships   are   partners   have   not    engaged
in    the    agriculture   business   and   have   primarily    purchased,    or
made     mortgage     loans     securing,    existing    commercial,     retail,
office,      industrial      and      multi-family      residential       rental
buildings.     However,   certain   partnerships   sponsored    by    JMB    and
other    affiliates    of   JMB   are   engaged   in   development    activities
including planned communities, none of which are in Hawaii.

        There    is    no    family    relationship    among    any    of    the
foregoing directors or officers.

        The    foregoing   directors   have   been   elected   to   serve   one-
year   terms   until   the   next   annual   meeting   to   be   held   on   the
Second    Tuesday    of    August   1997   or    until    his    successor    is
elected and qualified.
        There    are    no   arrangements   or   understandings    between    or
among   any   of   said   directors   or   officers   and   any   other   person
pursuant    to    which   any   director   or   officer    was    selected    as
such.

       The   business   experience  during  the   past   five   years   of   the
directors    and    such    officers    of    the    Company    includes     the
following:

       Judd   D.   Malkin   (age  59)  is  Chairman  of  the   Board   of   JMB,
an    officer   and/or   director   of   various   JMB   affiliates    and    an
individual    general    partner    of    several    publicly    offered    real
estate    limited    partnerships   affiliated    with    JMB.     Mr.    Malkin
has   been   associated   with   JMB  since  October   1969.   Mr.   Malkin   is
a    director    of   Urban   Shopping   Centers,   Inc.,   an   affiliate    of
JMB   that   is   a   real   estate  investment  trust  in   the   business   of
owning,    managing   and   developing   shopping   centers.       He    is    a
Certified Public Accountant.

       Neil   G.   Bluhm   (age   59)  is  President  and   director   of   JMB,
an    officer   and/or   director   of   various   JMB   affiliates    and    an
individual    general    partner    of    several    publicly    offered    real
estate    limited    partnerships    affiliated    with    JMB.     Mr.    Bluhm
has   been   associated   with  JMB  since  August  1970.   Mr.   Bluhm   is   a
director   of   Urban   Shopping   Centers,   Inc.,   an   affiliate   of    JMB
that    is    a   real   estate   investment   trust   in   the   business    of
owning,    managing    and   developing   shopping   centers.      He    is    a
member   of   the   Bar   of   the   State   of   Illinois   and   a   Certified
Public Accountant.

       Edward   G.   Karl   (age   41)   is  President   and   Chief   Executive
Officer    since   January   1994.    He   was   previously   an   officer    of
JMB   and   various   partnerships   related   to   JMB.    Prior   to   joining
JMB   in   1984,   Mr.   Karl   was  a  Manager  at  Peat,   Marwick,   Mitchell
& Co.  He is a Certified Public Accountant.

       Gary   R.   Grottke   (age   41)   is  Executive   Vice   President   and
Chief   Operating   Officer   since   January   1994.    He   was   an   officer
of   JMB   from   May   1989   to  December  1993.    Prior   to   joining   JMB
in    1989,   Mr.   Grottke   was   a   Senior   Manager   at   Peat,   Marwick,
Mitchell    &    Co.     He    holds    a    Masters    degree    in    Business
Administration     from    the    Krannert    School    of     Management     at
Purdue University and is a Certified Public Accountant.

       Peggy   H.   Sugimoto   (age   46)   is   Senior   Vice   President   and
Chief    Financial    Officer   since   1994.     Ms.    Sugimoto    has    been
associated    with   the   Company   since   1976.    She   is    a    Certified
Public Accountant.

        Chris    Kanazawa    (age   44)   is   Senior   Vice    President    and
Director   of   the   Company   since   January   1,   1994   and   has   served
as    such   since   January   1990.    Prior   to   assuming   this   position,
Mr.    Kanazawa    was   Vice   President   of   Amfac   Property    Development
Corporation   (1986   to   1990).    He   has   been   associated    with    the
Registrant     since     September    1981.     Mr.     Kanazawa     holds     a
Bachelors    degree    in    Economics   from   the   University    of    Hawaii
and    a    Masters    degree    in    Business    Administration    from    the
University of Southern California.

        Teney    K.    Takahashi    (age    58)    is    Vice    President    of
Amfac/JMB    Hawaii   -   Properties   since   rejoining    the    Company    in
April   1995.    Prior   to   rejoining   Amfac,   Mr.   Takahashi   served   as
President      and     Director     of     Princeville     Corporation,      and
President    and    Director   of   Malama   Pacific,   Inc.    Mr.    Takahashi
previously worked for Amfac from 1973 - 1988.

       P.   Eric   Hohmann   (age   38)   is   Vice   President   of   Amfac/JMB
Hawaii,    Inc.    -    Properties   Division   since   1994.     Mr.    Hohmann
served    for    4    years   as   a   Vice   President   of   Amfac    Property
Development    Corporation,    which   is   a   wholly-owned    subsidiary    of
the    Company.    Prior   to   1990,   Mr.   Hohmann   was   associated    with
JMB    for    5    years.    He   holds   a   Masters   degree    in    Business
Administration     from    the    UCLA    Anderson    Graduate     School     of
Business.

       Timothy   E.   Johns   (age   40)   is  Vice   President   of   Amfac/JMB
Hawaii    -   Properties   Division   since   January   1994.    He   holds    a
J.D.    degree    from    the    University   of   Southern    California    Law
Center and is a member of the Hawaii State Bar Association.



Item 11.  Executive Compensation

        Except    for   the   executive   officers   listed   on    the    table
below,    certain    of   the   listed   officers   and   directors    of    the
Company   in   item   10   above   are  officers   and/or   directors   of   JMB
or    Northbrook   and   are   compensated   by   JMB,   Northbrook,    or    an
affiliate      thereof     (other     than     the     Company      and      its
subsidiaries).     The    Company   will   reimburse   Northbrook,    JMB    and
their     affiliates    for    any    expenses    incurred    while    providing
services     to    the    Company    as    described    under    the     caption
"Description   of   the   COLAS   -   Limitations   on   Mergers   and   Certain
Other    Transactions"   at   pages   42-43   of   the   Prospectus,   a    copy
of     which     description    was    filed    herewith    and     incorporated
herein   by   reference.    In   addition,   JMB   and   its   affiliates    may
earn    an    amount,    the    Qualified    Allowance    (as    defined),    as
described    under    the    caption    "Description    of    the    COLAS     -
Certain   Definitions"   at   page   51   of   the   Prospectus,   a   copy   of
which     description    was    filed    herewith    and     is     incorporated
herein by reference.  See Item 13 below.

                        SUMMARY COMPENSATION TABLE

                     Annual            Compensation
                   -------------------------------------
                                                                   Other
                                                                  Annual
                                                                 Compensa-
    Name          Principal                 Salary     Bonus        tion
    (1)           Position         Year     ($) (2)     ($)         ($)
  --------    -----------        -------   --------   -------     --------
Edward G.  President, Chief Exec.  1996     80,000       N/A       N/A
  Karl     Officer and Director    1995     75,000       N/A       N/A
                                   1994     72,000       N/A       N/A

 Gary      Executive Vice Pres.    1996    199,500       N/A       N/A
Grottke   and Chief Operating      1995    190,000       N/A       N/A
               Officer             1994    187,500       N/A       N/A

Chris J.  Senior Vice President    1996    275,000     200,000     N/A
Kanazawa                           1995    250,000     175,000     N/A
                                   1994    250,000     75,000      N/A

Teney K.    Vice President         1996    191,000     100,000     N/A
Takahashi                          1995    128,076      N/A        N/A
                                   1994      N/A        N/A        N/A

  P. Eric   Vice President         1996    150,000     90,000      N/A
  Hohmann                          1995    142,000     85,000      N/A
                                   1994    135,000     30,000      N/A




 ------------

(1)       Includes    CEO    and   4   most   highly   compensated    executives
  whose salary and bonus exceed $100,000.

(2)       Salaries    for   Mr.   Karl   and   Mr.   Grottke    represent    the
  portions    of    their    total   compensation    allocated    and    charged
  to the Company.

Item    12.     SECURITY   OWNERSHIP   OF   CERTAIN   BENEFICIAL   OWNERS    AND
MANAGEMENT

       All   of   the   outstanding  shares  of  the  Company   are   owned   by
Northbrook.    Approximately   6%   of   the   shares    of    Northbrook    are
owned    by    JMB    and    approximately   90%   are   owned    directly    or
indirectly    by   individuals   who   are   shareholders   or   employees    of
JMB    or    members    of    their    families    (or    trusts    for    their
benefit).     Randi    Malkin   Steinberger,   Stephen    Malkin    and    Barry
Malkin,     individually    or    through    trusts    which    they    control,
each    have    beneficial   ownership   of   approximately    9.7%    of    the
shares    of   Northbrook.    Leslie   Bluhm,   Andrew   Bluhm   and    Meredith
Bluhm,    individually   or   through   trusts   which   they   control,    each
have    beneficial   ownership   of   approximately   10.0%   of   the    shares
of    Northbrook.    Kathleen   Schreiber,   in   her   capacity   as    trustee
of    various   trusts   for   the   benefit   of   members   of   her   family,
which    trusts    comprise   the   managing   partners   of    a    partnership
which     owns    Northbrook    shares,    has    beneficial    ownership     of
approximately    5.1%   of   the   shares   of   Northbrook.   Stuart    Nathan,
Executive    Vice    President    and   a   director    and    shareholder    of
JMB,     and    his    children,    Scott    Nathan    and    Robert     Nathan,
collectively    have    beneficial   ownership    of    slightly    more    than
5.1%   of   the   shares   of   Northbrook;   each   of   them,   primarily   by
virtue    of    their    status    as   general   partners    of    partnerships
which   own   such   shares   would   also   be   considered   to   individually
have beneficial ownership of substantially all of such shares.


Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        Other    than    as    set    forth    in    Notes    to    Consolidated
Financial     Statements    and    Notes    to    Balance    Sheets    contained
under   Item   8   above,   Items  10  and  11  above,   and   this   Item   13,
there     were     no    other    significant    transactions    or     business
relationships     with     Northbrook,     JMB,     affiliates     or      their
management.

        The   Company,   its   subsidiaries   and   the   joint   ventures    in
which     the    Company    or    its    subsidiaries    are    partners     are
permitted      to      engage     in     various     transactions      involving
Northbrook,    JMB    and   their   affiliates,   as   described    under    the
captions    "Description   of   the   COLAS   -   Limitation    on    Dividends,
Purchases    of    Capital    Stock   and   Indebtedness"    and    "Limitations
on    Mergers    and    Certain   Other   Transactions"   and    "Purchase    or
Joint     Venture    of    Properties    by    Affiliates;    Development     of
Properties    as    Excluded   Assets;   Residual   Value    of    Company    in
Certain     Projects"    at    pages    41-45,    and    "Risk     Factors     -
Conflicts   of   Interest"   at  page  19  of  the   Prospectus,   a   copy   of
which    descriptions    are   hereby   incorporated   herein    by    reference
to    Exhibit    28.1   to   the   Company's   Report   on   Form    10-K    for
December    31,   1988   (File   No.   33-24180)   dated   March    27,    1989.
The     relationship    of    the    Company    (and    its    directors     and
executive     officers     and     certain    other     officers)     to     its
affiliates is set forth above in Item 10.

        The    Company    incurred    interest    expense    of    approximately
$8.9    million,    $5.4   million   and   $1.3   million    for    the    years
ended    1996,    1995    and   1994,   respectively,   in    connection    with
the     acquisition    and    additional    financing    obtained    from     an
affiliate, all of which was paid as of December 31, 1996.

       With   respect   to   any   calendar  year,   JMB   or   its   affiliates
may   receive   a   Qualified   Allowance  in   an   amount   equal   to:    (i)
approximately    $6.2    million   during   each   of   the    calendar    years
1989    through   1993;   and   (ii)   thereafter,   1-1/2%   per    annum    of
the   Fair   Market   Value   (as  defined)  of  the   gross   assets   of   the
Company     and    its    subsidiaries    (other    than    cash    and     cash
equivalents    and    Excluded    Assets    (as    defined))    for    providing
certain     advisory    services    for    the    Company.     However,     such
amount   shall   be   earned   and   paid   for   each   year   only   following
the    payment    of   a   specified   level   of   Base   Interest    to    the
holders    of   the   COLAS.   Any   portion   of   the   Qualified    Allowance
not    paid    for   any   year   shall   accumulate   without    interest.    A
Qualified    Allowance   for   1989   of   approximately   $6.2   million    was
paid    on   February   28,   1990.    Any   Qualified   Allowance   for    1990
through    1996   has   been   deferred   and   is   payable   only    to    the
extent   future   Net   Cash   Flows  are  sufficient   to   pay   the   holders
of   the   COLAS   a   specified   level  of   return,   and   accordingly,   no
such     amounts     have     been     reflected     in     the     accompanying
consolidated     financial     statements.     JMB     has     informed      the
Company    that    no    incremental    costs    or    expenses    have     been
incurred    relating   to   the   provision   of   these   advisory    services.
The      Company     believes     that     using     an     incremental     cost
methodology is reasonable.


        The    Company,    its   subsidiaries   and   their   joint    ventures,
reimburse     Northbrook,    JMB    and    their    affiliates    for     direct
expenses     incurred    on    their    behalf,    including    salaries     and
salary     related     expenses    incurred    in    connection     with     the
management   of   the   Company's   or   its   subsidiaries   and   the    joint
ventures'     operations.      The    total    of     such     costs     through
December   31,   1996,   1995   and  1994  was   $.7   million,   $.6   million,
$.5   million,   respectively,   of   which   $1.2   million   was   unpaid   as
of   December   31,   1996.    In   addition,   as   of   December   31,   1996,
the     current     portion     of    amounts    due     affiliates     includes
approximately    $9.1    million   of   income   tax    payable    related    to
the   Class   A   Redemption   Offer.    Also,   the   Company   pays   a   non-
accountable     reimbursement    of    approximately    $.03     million     per
month   to   JMB   or   its   affiliates  in   respect   of   general   overhead
expense, all of which was paid as of December 31, 1996.

         JMB     Insurance    Agency,    Inc.    earns    insurance    brokerage
commissions     in    connection    with    providing    the    placement     of
insurance     coverage     for     certain     of     the     properties     and
operations    of    the   Company.   Such   commissions   are   comparable    to
those    available    to    the    Company    in    similar    dealings     with
unaffiliated    third   parties.    The   total   of   such   commissions    for
the     years    ended    December    31,    1996,    1995    and    1994    was
approximately   $.8   million,   $.7   million   and   $1   million,   all    of
which was paid as of December 31, 1996.

        Northbrook    and    its    affiliates   allocated    certain    charges
for   services   to   the   Company   based  upon   the   estimated   level   of
services   for   the   years   ended  December   31,   1996,   1995   and   1994
of    approximately   $1.5   million,   $7.9   million   and    $1.7    million,
respectively,   of   which   $6.5   million   was   unpaid   as   of    December
31,    1996.     These   services   and   costs   are   intended   to    reflect
the     Company's    separate    costs    of    doing    business    and     are
principally     related     to     the    inclusion     of     the     Company's
employees    in   the   Northbrook   pension   plan,   payment   of    severance
and     termination     benefits     and     reimbursement     for     insurance
claims    paid   on   behalf   of   the   Company.    All   amounts    described
above,   deferred   or   currently   payable,   do   not   bear   interest   and
are expected to be paid in future periods.

         In     February     1997    certain    intercompany     payables     to
Northbrook   totaling   $7.9   million   were   converted   into   a   new   ten
year     note     payable.     Accordingly    these    intercompany     payables
were   classified   as   long-term   as   of   December   31,   1996   in    the
accompanying consolidated financial statements.

                            PART IV
Item 14. Exhibits, Financial Statement Schedules,  and Reports on Form 8-K

        (a) The  following documents are filed as part of this report:

             (1) Financial      Statements       (See
             Index     to     Financial     Statements     and     Supplementary
             Data filed with this report.)

             (2)    Exhibits
                    3.1*    Articles   of
                            Incorporation  of    Amfac/JMB
                            Hawaii, Inc.
                    3.2*    Amended  and  Restated  By-Laws  of  Amfac/JMB
                            Hawaii, Inc.
                    3.3*    Articles   of
                            Incorporation of  Amfac/JMB
                            Finance, Inc.
                    3.4*    Amended and
                            Restated By-Laws  of  Amfac/JMB
                            Finance, Inc.
                    3.7*    Articles  of
                            Incorporation of Amfac Property
                            Development Corp.
                    3.8*    Amended  and
                            Restated  By-Laws  of   Amfac
                            Property Developments Corp.
                    3.9*    Articles   of
                            Incorporation  of  Amfac Property
                            Investment Corp.
                    3.10*   Amended  and
                            Restated  By-Laws  of  Amfac
                            Property Investment Corp.
                    3.11*   Articles    of
                            Incorporation of  Amfac  Sugar  and
                            Agribusiness, Inc.
                    3.12*   Amended and
                            Restated  By-Laws  of  Kaanapali
                            Water Corporation
                    3.13*   Articles  of
                            Incorporation of   Kaanapali   Water
                            Corporation.
                    3.14*   Amended and
                            Restated  By-Laws  of  Amfac
                            Agribusiness, Inc.
                    3.15*   Articles   of
                            Incorporation  of   Amfac
                            Agribusiness, Inc.
                    3.16*   Amended  and
                            Restated  By-Laws of Kekaha  Sugar
                            Company, Limited.
                    3.17*   Articles  of
                            Association of  Kekaha  Sugar
                            Company, Limited.
                    3.18*   Amended   and
                            Restated By-Laws  of  The  Lihue
                            Plantation Company, Limited.
                    3.19*   Articles   of
                            Association   of  The  Lihue
                            Plantation Company, Limited
                    3.20*   Amended  and
                            Restated  By-Laws of Oahu  Sugar
                            Company, Limited.
                    3.21*   Articles   of
                            Association  of  Oahu  Sugar
                            Company, Limited.
                    3.22    Amended   and
                            Restated  By-Laws  of  Pioneer  Mill
                            Company, Limited
                    3.23*   Articles  of
                            Association  of  Pioneer   Mill
                            Company, Limited.
                    3.24    Amended   and
                            Restated By-Laws  of  Puna Sugar
                            Company, Limited.
                    3.25*   Articles  of
                            Association  of  Puna  Sugar
                            Company, Limited.
                    3.26    Amended  and
                            Restated By-Laws of H. Hackfeld &
                            Co., Ltd.
                    3.27*   Articles  of
                            Association of  H. Hackfeld  &   Co.,
                            Ltd.


                    3.28    Amended and
                            Restated By-Laws of  Waiahole
                            Irrigation Company, Limited.
                    3.29*   Articles  of
                            Incorporation  of  Waiahole
                            Irrigation Company, Limited.
                    4.1**   Indenture,
                            including the form of  COLAS,
                            among  Amfac/JMB Hawaii, Inc., its
                            subsidiaries  as  Guarantors    and
                            Continental  Bank  National
                            Association,  as  Trustee (dated as
                            of March 14, 1989).
                    4.2***  Amendment
                            dated as  of January 17,  1990  to
                            the Indenture relating  to  the
                            COLAS.
                    4.3***  $28,097,832
                            Promissory Note  from Amfac,  Inc.
                            to  Amfac/JMB Hawaii, Inc.
                            Extended and Reissued Effective
                            December 31, 1993.
                    4.4**** The five  year
                            $66,000,000 loan with the
                            Employees'  Retirement  System  of
                            the State of Hawaii  to  Amfac/JMB
                            Hawaii, Inc. as of June 25, 1991.
                    4.5***** $15,000,000
                            Credit Agreement dated March 31,
                            1993 among  AMFAC/JMB Hawaii, Inc.
                            and Continental Bank N.A.

                 4.6******  $10,000,000
                            loan  agreement  between  Waikele
                            Golf  Club, Inc.  and   ORIX  USA
                            Corporation.
                            $10,000,000  loan
                            agreement  between  Waikele Golf
                            Club, Inc. and Bank of Hawaii.

                4.7*******  $52,000,000 Promissory  Note  to
                            Northbrook  Corporation  from
                            Amfac/JMB  Hawaii,  Inc.,  effective
                            May 31, 1995 is filed herewith.

                4.8******** Agreement      for      delivery
                            and       sale
                            of raw  sugar  between  Hawaii  Sugar
                            Transportation  Corporation,    as
                            seller,   and  C&H,  as  Buyer, dated
                            June 4, 1993.

               4.9*********  Previously  filed as  an  exhibit   to
                            the  Company's  Form  10-Q  report
                            under  the Securities  Act  of  1934
                            (File  No.  33-24180) filed  May 13,
                            1996  and hereby incorporated  by
                            reference. Standard    Sugar
                            Marketing  Contracts  between
                            Hawaiian   Sugar  Transportation
                            Company  and  Hawaii Sugar Growers
                            dated June 4, 1993.

             4.10********** Amendment to  the  $66,000,000  loan
                            with  the   Employees'  Retirement
                            System  of the State of Hawaii  to
                            Amfac/JMB  Hawaii,  Inc.  as    of
                            April 18, 1996.

            4.11*********** Amended  and  Restated $52,000,000
                            Promissory  Note  to Northbrook
                            Corporation  from  Amfac/JMB
                            Hawaii,  Inc.   extended   and
                            reissued effective June 1, 1996.

           4.12************ Amended  and Restated  $28,087,832
                            Promissory  Note  from  Amfac,  Inc.
                            to  Amfac/JMB  Hawaii,  Inc.
                            extended  and  reissued effective
                            June 1, 1996.

                4.13        $10,000,000
                            loan agreement  between    Amfac
                            Property  Development  Corp.  and
                            City Bank at December 18, 1996

                4.14        $104,759,324
                            promissory Note  between
                            Northbrook  Corporation  and
                            Amfac/JMB  Hawaii,  Inc.   dated
                            February 17, 1997

                10.1*     Escrow  Deposit  Agreement.
                10.2*     General  Lease     S-4222,
                          dated  January 1, 1969,  by   and
                          between  the  State  of  Hawaii  and
                          Kekaha Sugar Company, Limited.
                10.3*     Grove Farm   Haiku
                          Lease, dated January   25,     1974
                          by and  between Grove  Farm Company,
                          Incorporated  and   The  Lihue
                          Plantation   Company, Limited.
                10.4*     General  Lease  S-4412,
                          dated  October  31, 1974, by  and
                          between  the  State  of  Hawaii and
                          the Lihue Plantation Company,
                          Limited.
                10.5*     General  Lease  S-4576,
                          dated  March  15,  1978,  by  and
                          between  the  State  of Hawaii  and
                          The Lihue  Plantation  Company,
                          Limited.
                10.6*     General Lease  S-3827,
                          dated  July  8, 1964,   by  and
                          between  the State  of  Hawaii  and
                          East Kauai Water Company, Ltd.
                10.7*     Amended and  Restated
                          Power Purchase  Agreement,  dated
                          as of June 15, 1992, by  and  between
                          The  Lihue  Plantation  Company,
                          Limited  and Citizens  Utilities
                          Company.
                10.8*     U.S.   Navy
                          Waipio  Peninsula   Agricultural
                          Lease,  dated   May  26, 1964,
                          between The  United States  of
                          America (as represented by  the
                          U.S. Navy)  and  Oahu  Sugar
                          Company, Ltd.
                10.9*     Amendment  to
                          the Robinson Estate Hoaeae Lease,
                          dated  May  15,  1967,  by   and
                          between   various   Robinsons,   heirs
                          of Robinsons,  Trustees   and
                          Executors,   etc.  and  Oahu Sugar
                          Company, Limited  amending  and
                          restating the previous lease.
               10.10*     Amendment to
                          the Campbell Estate  Lease,  dated
                          April  16,  1970,  between  Trustees
                          under the  Will and of  the  Estate
                          of James Campbell, Deceased,  and
                          Oahu  Sugar  Company,    Limited
                          amending  and  restating  the
                          previous lease.
               10.11*     Bishop    Estate
                          Lease No. 24,878, dated June  17,
                          1977, by  and between the  Trustees
                          of  the  Estate  of  Bernice Pauahi
                          Bishop  and  Pioneer  Mill  Company,
                          Limited.
               10.12*     General Lease
                          S-4229, dated February  25,  1969,
                          by and  between the State  of
                          Hawaii,  by its Board of Land  and
                          Natural Resources  and  Pioneer
                          Mill Company, Limited.
               10.13*     Honokohau
                          Water License, dated  December 22,
                          1980, between  Maui    Pineapple
                          Company  Ltd.  and  Pioneer  Mill
                          Company, Limited.
               10.14*     Water
                          Licensing Agreement,  dated
                          September 22,  1980, by   and
                          between Maui  Land  &  Pineapple
                          Company, Inc. and Amfac, Inc.
               10.15*     Joint    Venture
                          Agreement, dated as  of  March  19,
                          1986, by  and  between   Amfac
                          Property  Development   Corp.  and
                          Tobishima   Properties   of  Hawaii,
                          Inc.
               10.16*     Development
                          Agreement, dated March  19,  1986,
                          by  and  between  kaanapali   North
                          Beach  Joint  Venture   and  Amfac
                          Property Investment  Corp.  and
                          Tobishima Pacific, Inc.

                10.19**   Keep-Well
                          Agreement between Northbrook
                          Corporation  and  Amfac/JMB
                          Finance, Inc.
                10.20**   Repurchase
                          Agreement,  dated  March  14, 1989,
                          by  and  between  Amfac/JMB Hawaii,
                          Inc. and Amfac/JMB Finance, Inc.
                10.21**   Amfac  Hawaii
                          Tax Agreement, dated  November   21,
                          1988  between  Amfac/JMB  Hawaii,
                          Inc.,   and  Amfac  Property
                          Development   Corp.;  Amfac   Property
                          Investment   Corp.;  Amfac   Sugar   and
                          Agribusiness,   Inc.;  Kaanapali
                          Water Corporation;  Amfac
                          Agribusiness,  Inc.; Kekaha Sugar
                          Company,  Limited;  The Lihue
                          Plantation   Company,  Limited; Oahu
                          Sugar Company, Limited;   Pioneer
                          Mill  Company, Limited;  Puna  Sugar
                          Company,  Limited;   H. Hackfeld   &
                          Co.,   Ltd.;    and   Waiahole
                          Irrigation Company, Limited.


                10.22**   Amfac-Amfac
                          Hawaii  Tax  Agreement,   dated
                          February  27,  1989   between   Amfac,
                          Inc. and Amfac/JMB Hawaii, Inc.
               10.23**    Services
                          Agreement, dated   November  18,
                          1988, between  Amfac/JMB Hawaii,
                          Inc., and Amfac  Property
                          Development  Corp.;  Amfac  Property
                          Investment  Corp.; Amfac  Sugar  and
                          Agribusiness,  Inc.;  Kaanapali
                          Water  Corporation;   Amfac
                          Agribusiness,  Inc.;  Kekaha  Sugar
                          Company,   Limited;  The   Lihue
                          Plantation  Company, Limited;  Oahu
                          Sugar Company,  Limited;   Pioneer
                          Mill  Company, Limited;  Puna Sugar
                          Company, Limited; H. Hackfeld  &
                          Co.,  Ltd.;   and   Waiahole
                          Irrigation Company,  Limited  and
                          JMB Realty Corporation.
              19.0******* $35,700,000  agreement  for  sale  of
                          C&H  and  certain  other  C&H  assets,
                          to  A&B  Hawaii, Inc. in  June of
                          1993.
              22.1*       Subsidiaries
                          of Amfac/JMB Hawaii, Inc.
              28.1**      A  copy   of
                          pages  19,  41-45 and  51  of  the
                          Prospectus of  the  Company  dated
                          December 5, 1988  (relating to SEC
                          Registration Statement  on  Form  S-
                          1  (as amended) File No.  33-24180)
                          and hereby incorporated by
                          reference.

                          Pursuant  to   Item
                          6.01 (b)(4)  of Regulation  SK,  the
                          registrant hereby   undertakes  to
                          provide the  Commission  upon  its
                          request a copy  of  any  agreement
                          with  respect  to  long-term
                          indebtedness of  the    registrant
                          and its  consolidated subsidiaries
                          that does not exceed  10   percent
                          of  the  total assets   of   the
                          registrant   and   its  subsidiaries
                          on a consolidated basis.

*            Previously     filed    as    exhibits     to     the     Company's
Registration    Statement    of    Form   S-1    (as    amended)    under    the
Securities     Act    of    1933    (File    No.    33-24180)     and     hereby
incorporated by reference.

**         Previously   filed   as   exhibits  to   the   Company's   Form   10-
K   report   under   the   Securities  Act   of   1934   (File   No.   33-24180)
filed on March 27, 1989 and hereby incorporated by reference.

***        Previously   filed   as   exhibits  to   the   Company's   Form   10-
K   report   under   the   Securities  Act   of   1934   (File   No.   33-24180)
filed on March 27, 1991 and hereby incorporated by reference.

****       Previously   filed   as   exhibits  to   the   Company's   Form   10-
Q   report   under   the   Securities  Act   of   1934   (File   No.   33-24180)
filed on August 13, 1991 and hereby incorporated by reference.

*****      Previously   filed   as   exhibit   to   the   Company's   Form   10-
Q   report   under   the   Securities  Act   of   1934   (File   No.   33-24180)
filed on May 14, 1993 and hereby incorporated by reference.

******     Previously   filed   as   exhibit   to   the   Company's   Form   10-
Q   report   under   the   Securities  Act   of   1934   (File   No.   33-24180)
filed     on     November    11,    1993    and    hereby    incorporated     by
reference.

*******    Previously   filed   as  exhibits   to   the   Company's   Form   10-
K   report   under   the   Securities  Act   of   1934   (File   No.   33-24180)
filed on March 27, 1994 and hereby incorporated by reference.

*******          Previously   filed   as   an   exhibit   to    the    Company's
Form   10-Q   report   under  the  Securities  Act  of  1934   (File   No.   33-
24180)     filed     May    12,    1995    and    hereby     incorporated     by
reference.

********    Previously   filed   as   an   exhibit   to   the   Company's   Form
10-Q    report   under   the   Securities   Act   of   1934   (File   No.    33-
24180)     filed     May    13,    1996    and    hereby     incorporated     by
reference.

*********   Previously   filed   as   an   exhibit   to   the   Company's   Form
10-Q    report   under   the   Securities   Act   of   1934   (File   No.    33-
24180)     filed     May    13,    1996    and    hereby     incorporated     by
reference.

**********       Previously    filed    as    exhibit    to    the     Company's
Form   10-K   report   under  the  Securities  Act  of  1934   (File   No.   33-
24180)    filed    on    August   13,   1996   and   hereby   incorporated    by
reference.

***********      Previously    filed    as    exhibit    to    the     Company's
Form   10-Q   report   under  the  Securities  Act  of  1934   (File   No.   33-
24180)    filed    August    13,    1996    and    hereby    incorporated     by
reference.

************     Previously    filed    as    exhibit    to    the     Company's
Form   10-Q   report   under  the  Securities  Act  of  1934   (File   No.   33-
24180)    filed    August    13,    1996    and    hereby    incorporated     by
reference.




          (b)No    Reports    on    Form   8-K   were    required    or    filed
          since    the    beginning    of    the    last    quarter    of    the
          period covered by this report.


No   annual   report   or   proxy  material   for   1996   was   sent   to   the
COLA   holders   of   the  Company.   An  annual  report   will   be   sent   to
the COLA holders subsequent to this filing.


                           SIGNATURES


        Pursuant   to   the   requirements   of   Section   13   or   15(d)   of
the    Securities    Exchange   Act   of   1934,   the    Company    has    duly
caused    this    report    to   be   signed    on    its    behalf    by    the
undersigned, thereunto duly authorized.


                             AMFAC/JMB HAWAII, INC.



                             By:  Gary Smith
                                  Vice President
                             Date: March 27, 1997

        Pursuant    to    the   requirements   of   the   Securities    Exchange
Act    of    1934,    this    report   has   been   signed    below    by    the
following    persons    on    behalf   of   the   registrant    and    in    the
capacities and on the dates indicated.



                             By:  Edward G. Karl
                                  President, Chief Executive Officer and
                                  Director
                             Date: March 27, 1997



                             By:  Peggy Sugimoto
                                  Senior Vice President and
                                  Chief Financial Officer
                             Date: March 27, 1997



                             By:  Gary Grottke
                                  Executive Vice President,
                                  Chief Operating Officer and Director
                             Date: March 27, 1997



                             By:  Gary Smith
                                  Vice President and
                                  Principal Accounting Officer
                             Date: March 27, 1997



                             By:  Chris Kanazawa
                                  Senior Vice President and
                                  Director
                             Date: March 27, 1997


                           SIGNATURES


        Pursuant   to   the   requirements   of   Section   13   or   15(d)   of
the    Securities    Exchange   Act   of   1934,   the    Company    has    duly
caused    this    report    to   be   signed    on    its    behalf    by    the
undersigned, thereunto duly authorized.


                             AMFAC/JMB FINANCE, INC.



                             By:  Gary Smith
                                  Vice President
                             Date: March 27, 1997

        Pursuant    to    the   requirements   of   the   Securities    Exchange
Act    of    1934,    this    report   has   been   signed    below    by    the
following    persons    on    behalf   of   the   registrant    and    in    the
capacities and on the dates indicated.



                             By:  Edward G. Karl
                                  President and
                                  Chief Executive Officer
                             Date: March 27, 1997



                             By:  Steven E. Plonsker
                                  Senior Vice President
                             Date: March 27, 1997



                             By:  Gary Nickele
                                  Director
                             Date: March 27, 1997



                             By:  Gary Smith
                                  Vice President Finance and
                                  Principal Accounting Officer
                             Date: March 27, 1997







                           SIGNATURES


        Pursuant   to   the   requirements   of   Section   13   or   15(d)   of
the    Securities    Exchange   Act   of   1934,   the    Company    has    duly
caused    this    report    to   be   signed    on    its    behalf    by    the
undersigned, thereunto duly authorized.


                             AMFAC PROPERTY DEVELOPMENT CORP.



                             By:  Gary Smith
                                  Vice President
                             Date: March 27, 1997

        Pursuant    to    the   requirements   of   the   Securities    Exchange
Act    of    1934,    this    report   has   been   signed    below    by    the
following    persons    on    behalf   of   the   registrant    and    in    the
capacities and on the dates indicated.



                             By:  Chris J. Kanazawa
                                  President and
                                  Director
                             Date: March 27, 1997



                             By:  Gary Grottke
                                  Vice President and Director
                             Date: March 27, 1997



                             By:  Gary Smith
                                  Vice President and
                                  Principal Accounting Officer
                             Date: March 27, 1997



                             By:  Edward G. Karl
                                  Vice President and Director
                             Date: March 27, 1997


                           SIGNATURES


        Pursuant   to   the   requirements   of   Section   13   or   15(d)   of
the    Securities    Exchange   Act   of   1934,   the    Company    has    duly
caused    this    report    to   be   signed    on    its    behalf    by    the
undersigned, thereunto duly authorized.


                             AMFAC PROPERTY INVESTMENT CORP.



                             By:  Gary Smith
                                  Vice President
                             Date: March 27, 1997

        Pursuant    to    the   requirements   of   the   Securities    Exchange
Act    of    1934,    this    report   has   been   signed    below    by    the
following    persons    on    behalf   of   the   registrant    and    in    the
capacities and on the dates indicated.



                             By:  Chris J. Kanazawa
                                  President and
                                  Director
                             Date: March 27, 1997



                             By:  Gary Grottke
                                  Vice President and Director
                             Date: March 27, 1997



                             By:  Gary Smith
                                  Vice President and
                                  Principal Accounting Officer
                             Date: March 27, 1997



                             By:  Edward G. Karl
                                  Vice President and Director
                             Date: March 27, 1997




                           SIGNATURES


        Pursuant   to   the   requirements   of   Section   13   or   15(d)   of
the    Securities    Exchange   Act   of   1934,   the    Company    has    duly
caused    this    report    to   be   signed    on    its    behalf    by    the
undersigned, thereunto duly authorized.


                AMFAC   SUGAR  AND   AGRIBUSINESS, INC.



                             By:  Gary Smith
                                  Vice President
                             Date: March 27, 1997

        Pursuant    to    the   requirements   of   the   Securities    Exchange
Act    of    1934,    this    report   has   been   signed    below    by    the
following    persons    on    behalf   of   the   registrant    and    in    the
capacities and on the dates indicated.



                             By:  Robert B. Heiserman, Jr.
                                  President and Director
                             Date: March 27, 1997



                             By:  Gary Grottke
                                  Vice President and Director
                             Date: March 27, 1997



                             By:  Gary Smith
                                  Vice President and
                                  Principal Accounting Officer
                             Date: March 27, 1997



                             By:  Edward G. Karl
                                  Vice President and Director
                             Date: March 27, 1997



                           SIGNATURES


        Pursuant   to   the   requirements   of   Section   13   or   15(d)   of
the    Securities    Exchange   Act   of   1934,   the    Company    has    duly
caused    this    report    to   be   signed    on    its    behalf    by    the
undersigned, thereunto duly authorized.


                             KAANAPALI WATER CORPORATION



                             By:  Gary Smith
                                  Vice President
                             Date: March 27, 1997

        Pursuant    to    the   requirements   of   the   Securities    Exchange
Act    of    1934,    this    report   has   been   signed    below    by    the
following    persons    on    behalf   of   the   registrant    and    in    the
capacities and on the dates indicated.



                             By:  Chris J. Kanazawa
                                  President and Director
                             Date: March 21, 1997



                             By:  Gary Grottke
                                  Vice President and Director
                             Date: March 21, 1997



                             By:  Gary Smith
                                  Vice President and
                                  Principal Accounting Officer
                             Date: March 21, 1997



                             By:  Edward G. Karl
                                  Vice President and Director
                             Date: March 21, 1997


                           SIGNATURES


        Pursuant   to   the   requirements   of   Section   13   or   15(d)   of
the    Securities    Exchange   Act   of   1934,   the    Company    has    duly
caused    this    report    to   be   signed    on    its    behalf    by    the
undersigned, thereunto duly authorized.


                             AMFAC AGRIBUSINESS, INC.



                             By:  Gary Smith
                                  Vice President
                             Date: March 21, 1997

        Pursuant    to    the   requirements   of   the   Securities    Exchange
Act    of    1934,    this    report   has   been   signed    below    by    the
following    persons    on    behalf   of   the   registrant    and    in    the
capacities and on the dates indicated.



                             By:  Robert B. Heiserman, Jr.
                                  President and Director
                             Date: March 21, 1997



                             By:  Gary Grottke
                                  Vice President and Director
                             Date: March 21, 1997




                             By:  Gary Smith
                                  Vice President and
                                  Principal Accounting Officer
                             Date: March 21, 1997



                             By:  Edward G. Karl
                                  Vice President and Director
                             Date: March 21, 1997




                           SIGNATURES


        Pursuant   to   the   requirements   of   Section   13   or   15(d)   of
the    Securities    Exchange   Act   of   1934,   the    Company    has    duly
caused    this    report    to   be   signed    on    its    behalf    by    the
undersigned, thereunto duly authorized.


                             KEKAHA SUGAR COMPANY, LIMITED



                             By:  Gary Smith
                                  Vice President
                             Date: March 21, 1997

        Pursuant    to    the   requirements   of   the   Securities    Exchange
Act    of    1934,    this    report   has   been   signed    below    by    the
following    persons    on    behalf   of   the   registrant    and    in    the
capacities and on the dates indicated.



                             By:  Robert B. Heiserman, Jr.
                                  President and Director
                             Date: March 21, 1997



                             By:  Gary Grottke
                                  Vice President and Director
                             Date: March 21, 1997



                             By:  Gary Smith
                                  Vice President and
                                  Principal Accounting Officer
                             Date: March 21, 1997



                             By:  Edward G. Karl
                                  Vice President and Director
                             Date: March 21, 1997


                           SIGNATURES


        Pursuant   to   the   requirements   of   Section   13   or   15(d)   of
the    Securities    Exchange   Act   of   1934,   the    Company    has    duly
caused    this    report    to   be   signed    on    its    behalf    by    the
undersigned, thereunto duly authorized.


                                   THE       LIHUE      PLANTATION      COMPANY,
LIMITED



                             By:  Gary Smith
                                  Vice President
                             Date: March 21, 1997

        Pursuant    to    the   requirements   of   the   Securities    Exchange
Act    of    1934,    this    report   has   been   signed    below    by    the
following    persons    on    behalf   of   the   registrant    and    in    the
capacities and on the dates indicated.



                             By:  Robert B. Heiserman, Jr.
                                  President and Director
                             Date: March 21, 1997



                             By:  Gary Grottke
                                  Vice President and Director
                             Date: March 21, 1997



                             By:  Gary Smith
                                  Vice President and
                                  Principal Accounting Officer
                             Date: March 21, 1997



                             By:  Edward G. Karl
                                  Vice President and Director
                             Date: March 21, 1997



                           SIGNATURES


        Pursuant   to   the   requirements   of   Section   13   or   15(d)   of
the    Securities    Exchange   Act   of   1934,   the    Company    has    duly
caused    this    report    to   be   signed    on    its    behalf    by    the
undersigned, thereunto duly authorized.


                             OAHU SUGAR COMPANY, LIMITED



                             By:  Gary Smith
                                  Vice President
                             Date: March 21, 1997

        Pursuant    to    the   requirements   of   the   Securities    Exchange
Act    of    1934,    this    report   has   been   signed    below    by    the
following    persons    on    behalf   of   the   registrant    and    in    the
capacities and on the dates indicated.



                             By:  Robert B. Heiserman, Jr.
                                  President and Director
                             Date: March 21, 1997



                             By:  Gary Grottke
                                  Vice President and Director
                             Date: March 21, 1997



                             By:  Gary Smith
                                  Vice President and
                                  Principal Accounting Officer
                             Date: March 21, 1997



                             By:  Edward G. Karl
                                  Vice President and Director
                             Date: March 21, 1997




                           SIGNATURES


        Pursuant   to   the   requirements   of   Section   13   or   15(d)   of
the    Securities    Exchange   Act   of   1934,   the    Company    has    duly
caused    this    report    to   be   signed    on    its    behalf    by    the
undersigned, thereunto duly authorized.


                             PIONEER MILL COMPANY, LIMITED



                             By:  Gary Smith
                                  Vice President
                             Date: March 21, 1997

        Pursuant    to    the   requirements   of   the   Securities    Exchange
Act    of    1934,    this    report   has   been   signed    below    by    the
following    persons    on    behalf   of   the   registrant    and    in    the
capacities and on the dates indicated.



                             By:  Robert B. Heiserman, Jr.
                                  President and Director
                             Date: March 21, 1997



                             By:  Gary Grottke
                                  Vice President and Director
                             Date: March 21, 1997



                             By:  Gary Smith
                                  Vice President and
                                  Principal Accounting Officer
                             Date: March 21, 1997



                             By:  Edward G. Karl
                                  Vice President and Director
                             Date: March 21, 1997


                           SIGNATURES


        Pursuant   to   the   requirements   of   Section   13   or   15(d)   of
the    Securities    Exchange   Act   of   1934,   the    Company    has    duly
caused    this    report    to   be   signed    on    its    behalf    by    the
undersigned, thereunto duly authorized.


                             PUNA SUGAR COMPANY, LIMITED



                             By:  Gary Smith
                                  Vice President
                             Date: March 21, 1997

        Pursuant    to    the   requirements   of   the   Securities    Exchange
Act    of    1934,    this    report   has   been   signed    below    by    the
following    persons    on    behalf   of   the   registrant    and    in    the
capacities and on the dates indicated.



                             By:  Robert B. Heiserman, Jr.
                                  President and Director
                             Date: March 21, 1997



                             By:  Gary Grottke
                                  Vice President and Director
                             Date: March 21, 1997



                             By:  Gary Smith
                                  Vice President and
                                  Principal Accounting Officer
                             Date: March 21, 1997



                             By:  Edward G. Karl
                                  Vice President and Director
                             Date: March 21, 1997



                           SIGNATURES


        Pursuant   to   the   requirements   of   Section   13   or   15(d)   of
the    Securities    Exchange   Act   of   1934,   the    Company    has    duly
caused    this    report    to   be   signed    on    its    behalf    by    the
undersigned, thereunto duly authorized.


                             H. HACKFELD & CO., LTD.



                             By:  Gary Smith
                                  Vice President
                             Date: March 21, 1997

        Pursuant    to    the   requirements   of   the   Securities    Exchange
Act    of    1934,    this    report   has   been   signed    below    by    the
following    persons    on    behalf   of   the   registrant    and    in    the
capacities and on the dates indicated.



                             By:  Robert B. Heiserman, Jr.
                                  President and Director
                             Date: March 21, 1997



                             By:  Gary Grottke
                                  Vice President and Director
                             Date: March 21, 1997



                             By:  Gary Smith
                                  Vice President and
                                  Principal Accounting Officer
                             Date: March 21, 1997



                             By:  Edward G. Karl
                                  Vice President and Director
                             Date: March 21, 1997



                           SIGNATURES


        Pursuant   to   the   requirements   of   Section   13   or   15(d)   of
the    Securities    Exchange   Act   of   1934,   the    Company    has    duly
caused    this    report    to   be   signed    on    its    behalf    by    the
undersigned, thereunto duly authorized.


                 WAIAHOLE   IRRIGATION  COMPANY, LIMITED



                             By:  Gary Smith
                                  Vice President
                             Date: March 21, 1997

        Pursuant    to    the   requirements   of   the   Securities    Exchange
Act    of    1934,    this    report   has   been   signed    below    by    the
following    persons    on    behalf   of   the   registrant    and    in    the
capacities and on the dates indicated.


                             By:  Gary Grottke
                                  Vice President and Director
                             Date: March 21, 1997



                             By:  Gary Smith
                                  Vice President and
                                  Principal Accounting Officer
                             Date: March 21, 1997



                             By:  Chris Kanazawa
                                  President and Director
                             Date: March 21, 1997



                             By:  Edward G. Karl
                                  Vice President and Director
                             Date: March 21, 1997


                           SIGNATURES


        Pursuant   to   the   requirements   of   Section   13   or   15(d)   of
the    Securities    Exchange   Act   of   1934,   the    Company    has    duly
caused    this    report    to   be   signed    on    its    behalf    by    the
undersigned, thereunto duly authorized.


                             WAIKELE GOLF CLUB, INC.



                             By:  Gary Smith
                                  Vice President
                             Date: March 21, 1997

        Pursuant    to    the   requirements   of   the   Securities    Exchange
Act    of    1934,    this    report   has   been   signed    below    by    the
following    persons    on    behalf   of   the   registrant    and    in    the
capacities and on the dates indicated.



                             By:  Chris J. Kanazawa
                                  President and
                                  Director
                             Date: March 21, 1997



                             By:  Gary Grottke
                                  Vice President and Director
                             Date: March 21, 1997



                             By:  Gary Smith
                                  Vice President and
                                  Principal Accounting Officer
                             Date: March 21, 1997



                             By:  Edward G. Karl
                                  Vice President and Director
                             Date: March 21, 1997

                         EXHIBIT INDEX



                                                    Document    Sequentially
                                                   incorporated numbered
Exhibit No.           Exhibit                      by reference    page

3.1 to 3.30*  Articles of Incorporation
              and Amended and Restated By-Laws             Yes       --

4.1**         Indenture, including the
              forms of COLAS, among
              Amfac/JMB Hawaii, Inc., its
              subsidiaries and Continental
              Illinois Bank National
              Association, as Trustees
              (dated March 14, 1989)                      Yes        --

4.2***        Amendment dated as of
              January 17, 1990 to the
              Indenture relating to the
              COLAS.                                      Yes        --

4.3***        $28,097,832 Promissory Note
              from Amfac, Inc. to
              Amfac/JMB Hawaii, Inc.
              Extended and Reissued
              Effective December 31,
              1990.                                       Yes        --

4.4****       The five year $66,000,000 loan
              with the Employees' Retirement
              System of the State of Hawaii to
              Amfac/JMB Hawaii, Inc. as of
              June 25, 1991.                              Yes        --

4.5*****      $15,000,000 Credit Agreement dated March 31,
              1993 among AMFAC/JMB Hawaii, Inc. and
               Continental Bank  N.A.                     Yes        --

4.6******     $10,000,000 loan agreement between Waikele
              Golf Club, Inc. and ORIX USA Corporation.
              $10,000,000 loan agreement between Waikele
              Golf Club, Inc. and Bank of Hawaii.         Yes        --

4.7*******    $52,000,000 Promissory Note to Northbrook
              Corporation from Amfac/JMB Hawaii, Inc.,
               effective  May 31, 1995 is filed  herewith   Yes      --

4.8********   Agreement for delivery and sale of raw sugar
              between Hawaii Sugar Transportation Corporation,
              as seller, and C&H, as Buyer, dated
              June 4, 1993.                                 Yes      --

4.9*********  Previously filed as an exhibit to the Company's
              Form 10-Q report under the Securities Act of 1934
              (File No. 33-24180) filed May 13, 1996 and hereby
              incorporated by reference.  Standard Sugar
              Marketing Contracts between Hawaiian Sugar
              Transportation Company and Hawaii Sugar Growers
              dated June 4, 1993.                             Yes    --

4.10**********Amendment to the $66,000,000 loan with the
              Employees' Retirement System of the State of
              Hawaii to Amfac/JMB Hawaii, Inc. as of April
              18, 1996.                                       Yes    --

4.11***********Amended and Restated $52,000,000 Promissory Note
              to Northbrook Corporation from Amfac/JMB Hawaii,
              Inc. extended and reissued effective June 1,
              1996.                                           Yes    --

4.12************Amended and Restated $28,087,032 Promissory
              Note from Amfac, Inc. to Amfac/JMB Hawaii, Inc.
               extended  and reissued effective June 1,  1996.Yes    --


10.1 to 10.22*                      Material Contracts        Yes    --

10.3*         Grove Farm Haiku Lease, dated
              January 25, 1974 by and between
              Grove Farm Company, Incorporated
              and The Lihue Plantation Company
              Limited.                                        Yes    --

10.4*         General Lease S-4412, dated
              October 31, 1974 by and between
              the State of Hawaii and the
              Lihue Plantation Company
              Limited.                                        Yes    --

10.5*         General Lease S-4576, dated
              March 15, 1978, by and between
              the State of Hawaii and The
              Lihue Plantation Company,
              Limited.                                        Yes    --

10.6*         General Lease S-3827, dated
              July 8, 1964 by and between
              the State of Hawaii and East
              Kauai Water Company, Ltd.                       Yes    --

10.8*         U.S. Navy Waipio Peninsula
              Agricultural Lease, dated May
              26, 1964, between The United
              States of America (as
              represented by the U.S. Navy)
              and Oahu Sugar Company, Ltd.                    Yes    --

10.9*         Amendment to the Robinson
              Estate Hoaeae Lease, dated
              May 15, 1967, by and between
              various Robinsons, heirs of
              Robinsons, Trustees and
              Executors, etc. and Oahu Sugar
              Company, Limited amending and
              restating the previous lease.                   Yes   --

10.10*        Amendment to the Campbell Estate
              Lease, dated April 16, 1970,
              between Trustees under the
              Will and of the Estate of
              James Campbell, Deceased,
              and Oahu Sugar Company,
              Limited amending and restating
              the previous lease.                            Yes   --

10.11*        Bishop Estate Lease No. 24,878,
              dated June 17, 1977, by and
              between the Trustees of the
              Estate of Bernice Pauahi
              Bishop and Pioneer Mill
              Company, Limited.                              Yes   --

10.12*        General Lease S-4229, dated
              February 25, 1969, by and
              between the State of Hawaii,
              by its Board of Land and
              Natural Resources and Pioneer
              Mill Company, Limited.                         Yes   --

10.13*        Honokohau Water License, dated
              December 22, 1980, between Maui
              Pineapple Company Ltd. and
              Pioneer Mill Company, Limited.                 Yes   --
10.14*        Water Licensing Agreement, dated
              September 22, 1980, by and between
              Maui Land & Pineapple Company,
              Inc. and Amfac, Inc.                           Yes   --

10.15*        Joint Venture Agreement, dated as
              of March 19, 1986, by and between
              Amfac Property Development Corp.
              and Tobishima Properties of
              Hawaii, Inc.                                   Yes   --

10.16*        Development Agreement, dated
              March 19, 1986, by and between
              Kaanapali North Beach Joint
              Venture and Amfac Property
              Investment Corp. and Tobishima
              Pacific, Inc.                                  Yes    --

10.19**       Keep-Well Agreement between
              Northbrook Corporation and
              Amfac/JMB Finance, Inc.,
              dated March 14, 1989.                          Yes   --

10.20**       Repurchase Agreement, dated
              March 14, 1989, by and between
              Amfac/JMB Hawaii, Inc. and
              Amfac/JMB Finance, Inc.                        Yes   --

10.21**       Amfac Hawaii Tax Agreement,
              dated November 21, 1988 between
              Amfac/JMB Hawaii, Inc., and Amfac
              Property Development Corp.; Amfac
              Property Investment Corp.; Amfac
              Sugar and Agribusiness, Inc.;
              Kaanapali Water Corporation;
              Amfac Agribusiness, Inc.; Kehaha
              Sugar Company, Limited; The Lihue
              Plantation Company, Limited; Oahu
              Sugar Company, Limited; Pioneer
              Mill Company, Limited; Puna
              Sugar Company, Limited; H.
              Hackfeld & Co., Ltd.; and
              Waiahole Irrigation Company,
              Limited.                                        Yes   --

10.22**       Amfac-Amfac Hawaii Tax Agreement,
              dated February 27, 1989 between
              Amfac, Inc. and Amfac/JMB Hawaii,
              Inc.                                            Yes    --
10.23**       Services Agreement, dated November
              18, 1988, between Amfac/JMB Hawaii,
              Inc., and Amfac Property Develop-
              ment Corp.; Amfac Property Invest-
              ment Corp.; Amfac Sugar and Agri-
              business, Inc.; Kaanapali Water
              Corporation; Amfac Agribusiness,
              Inc.; Kehaha Sugar Company,

              Limited; The Lihue Plantation
              Company, Limited; Oahu Sugar
              Company, Limited; Pioneer Mill
              Company, Limited; Puna Sugar
              Company, Limited; H. Hackfeld &
              Co., Ltd.; Waiahole Irriga-
              tion Company, Limited and JMB
              Realty Corporation                               Yes   --

19.0*******   $35,700,000 agreement for sale of
              C&H and certain other C&H assets,
              to A&B Hawaii, Inc. in June of 1993              Yes   --

22.1          Subsidiaries of
              Amfac/JMB Hawaii Inc.                            Yes   --

28.1**        A copy of pages 19, 41-45 and
              51 of the Company's Prospectus
              dated December 5, 1988
              filed pursuant to Rules
              424(b) and 424(c) (relating
              to SEC Registration Statement
              on Form S-1 (as amended)
              File No. 33-24180)                               Yes   --

         *    Previously  filed  as  exhibits  to  the  Company's
Registration  Statement  on  Form  S-1  (as  amended)  under  the
Securities   Act   of  1933  (File  No.  33-24180)   and   hereby
incorporated by reference.

           **      Previously filed as exhibits to the  Company's
Form  10-K report under the Securities Act of 1934 (File No.  33-
24180)  filed  on  March  27,  1989 and  hereby  incorporated  by
reference.

          ***      Previously filed as exhibits to the  Company's
Form  10-K report under the Securities act of 1934 (File No.  33-
24180)  filed  on  March  27,  1991 and  hereby  incorporated  by
reference.

        ****      Previously filed as exhibits to  the  Company's
Form  10-Q report under the Securities Act of 1934 (File No.  33-
24180)  filed  on  August  13, 1991 and  hereby  incorporated  by
reference.

      *****     Previously filed as exhibit to the Company's Form
10-Q  report under the Securities Act of 1934 (File No. 33-24180)
filed on May 14, 1993 and hereby incorporated by reference.
    ******      Previously filed as exhibit to the Company's Form
10-Q  report under the Securities Act of 1934 (File No. 33-24180)
filed on November 11, 1993 and hereby incorporated by reference.

  *******      Previously filed as exhibit to the Company's  Form
10-K  report under the Securities Act of 1934 (File No. 33-24180)
filed on March 27, 1994 and hereby incorporated by reference.

 *******     Previously filed as an exhibit to the Company's Form
10-Q  report under the Securities Act of 1934 (File No. 33-24180)
filed May 12, 1995 and hereby incorporated by reference.

 **********  Previously filed as exhibit to the Company's Form 10-
K  report  under the Securities Act of 1934 (File  No.  33-24180)
filed on August 17, 1996 and hereby incorporated by reference.

***********  Previously filed as exhibit to the Company's Form 10-
Q  report  under the Securities Act of 1934 (File  No.  33-24180)
filed August 13, 1996 and hereby incorporated by reference.

************ Previously filed as exhibit to the Company's Form 10-
K  report  under the Securities Act of 1934 (File  No.  33-24180)
filed August 13, 1996 and hereby incorporated by reference.