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, 1997  Commission  File
Number 33-24180

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

        Hawaii                                      36-3109397
    (State    of   organization)      (I.R.S.   Employer Identification No.)

For the fiscal year ended December 31, 1997
Commission FileNumber 33-24180-01

                    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 31, 1998, all of Amfac/JMB Hawaii L.L.C.'s membership
interest  is solely owned by Northbrook Corporation, an  Illinois
corporation, and not traded on a public market.

As of March 31, 1998, Amfac/JMB Finance, Inc. had 1,000 shares of
Common Stock outstanding.  All such Common Stock is owned by  its
parent and not traded on a public market.

The  Additional Registrants listed on the following page meet the
conditions set forth in General Instruction I1(a) and (b) of Form
10-K  and  therefore are filing this form with reduced disclosure
format.

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 Land        Hawaii           99-0185633     900 North Michigan Avenue
Company Limited.                                  Chicago, Illinois 60611
                                                  312/440-4800

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

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

Kaanapali Estate  Hawaii           99-0176334     900 North Michigan Avenue
 Coffee, Inc.                                     Chicago, Illinois 60611
                                                  312/440-4800

Kaanapali Water   Hawaii           99-0185634     900 North Michigan Avenue
 Corporation                                      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

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                                                    8

Item 3.    Legal Proceedings                                            13

Item 4.    Submission of Matters to a Vote of Security Holders          13


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                 26

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        60

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                                        66


SIGNATURES                                                              67

PART I

Item 1.  Business

      Amfac/JMB  Hawaii,  L.L.C. (the "Company")  is  a  Hawaii
limited  liability  company.  The Company  is  wholly-owned  by
Northbrook Corporation. The primary business activities of  the
Company  are land development and sales, golf course management
and agriculture. The Company owns approximately 43,000 acres of
land located on the islands of Oahu, Maui, Kauai and Hawaii  in
the State of Hawaii.  All of this land is held by the Company's
wholly-owned subsidiaries. In addition to its owned lands,  the
Company   leases  approximately  55,000  acres  of  land   used
primarily in conjunction with its agricultural operations.  The
Company's  operations  are  subject to  significant  government
regulation.

           In  early  March 1997, the Company restructured  its
operations into the following six separate operating divisions:
Sugar,  Golf,  Coffee, Water, Land Management and  Real  Estate
Development.  The  Company  also formed  a  corporate  services
division to provide accounting, MIS, human resources,  tax  and
other administrative services for the six operating groups. The
Company  believes it will operate more effectively  as  several
smaller  entrepreneurial-minded divisions.  Approximately  four
percent(4%)  of the Company's total employees were released  as
part of the restructuring, which has resulted in annual payroll
savings  of  approximately $1.1 million. The  Company  incurred
termination costs of approximately $0.6 million related to  the
restructuring during the first quarter of 1997. At December 31,
1997, the Company and its subsidiaries employed 845 persons.

     In  February 1998, the Company announced the relocation of
the  headquarters for its real estate development division from
Honolulu  to Kaanapali, Maui. Due to poor market conditions  on
Kauai  and a shortage of land inventory on Oahu, the  focus  of
the Company's land development operations is expected to be  on
Maui.    In  connection  with  the  office  re-location,   four
executives   and  one  administrative  person  resigned   their
positions   with  the  Company.   The  Company   is   currently
organizing  a management team for the Maui development  office,
which will be smaller in number than the staff was on Oahu.  At
the  request  of  the Company, two of the resigning  executives
have  agreed  to  assist with the move and  transition  of  the
headquarters to Maui.  These changes are expected to result  in
one-time termination and relocation costs of $.5 million during
1998.   Annual  recurring  cost  savings  are  expected  to  be
approximately  $.7  million from lower compensation,  rent  and
other employee-related costs.

     The  Company  is the successor to Amfac/JMB  Hawaii,  Inc.
("A/J  Hawaii").  On March 3, 1998, A/J Hawaii was merged  (the
"Merger")  with and into the Company pursuant to  an  Agreement
and  Plan  of  Merger  dated February  27,  1998  (the  "Merger
Agreement")  by  and between A/J Hawaii and the Company  (which
was  then  named  Amfac/JMB Mergerco, L.L.C.). The  Merger  was
consummated  to  change the Company's form  of  entity  from  a
corporation to a limited liability company.  The Company was  a
nominally  capitalized  limited  liability  company  which  was
formed  on  December  24,  1997,  solely  for  the  purpose  of
effecting  the Merger. The Company succeeded to all the  assets
and  liabilities  of A/J Hawaii in accordance with  the  Hawaii
Business  Corporation  Act  and  the  Hawaii  Uniform   Limited
Liability  Company Act.  In addition, A/J Hawaii, the  Company,
The  First National Bank of Chicago (the "Trustee") and various
guarantors  entered into a Second Supplemental Indenture  dated
as  of  March 1, 1998, pursuant to which the Company  expressly
assumed all obligations of A/J Hawaii under the Indenture dated
as of March 14, 1989, as amended (the "Indenture") by and among
A/J  Hawaii,  the Trustee and the guarantors named therein  and
the  Certificates of Land Appreciation Notes due 2008  Class  A
(the "Class A COLAS") and the Certificates of Land Appreciation
Notes Class B (the "Class B COLAS" and, collectively, with  the
Class  A  COLAS the "COLAS").  The Merger did not  require  the
consent  of  the holders of the COLAS under the  terms  of  the
Indenture.  The Company has succeeded to A/J Hawaii's reporting
obligations  under  the Securities Exchange  Act  of  1934,  as
amended.  Unless otherwise indicated, references to the Company
prior  to  March 3, 1998 shall mean A/J Hawaii and A/J Hawaii's
subsidiaries.

     The real estate development and agricultural operations of
the   Company  comprise  its  two  primary  industry  segments,
"Property"   and  "Agriculture",  respectively.   The   Company
segregates  total  revenues,  operating  income  (loss),  total
assets,  capital expenditures and depreciation and amortization
by  each  industry  segment.   The  Company  owns  no  patents,
trademarks,  licenses or franchises which are material  to  its
business.

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

                           PROPERTY.

     The  Company's  Property segment is responsible  for  land
planning;  obtaining  land use, zoning and  other  governmental
approvals;   development  activities;  selling   or   financing
developed and undeveloped land parcels; and the management  and
operation  of  the Company's golf course facilities.  The  Land
Management, Real Estate Development and Golf Divisions make  up
the  Property  segment.  In general, the Company maintains  and
manages  its  land  holdings until: (i) market  conditions  are
favorable  for their sale, or (ii) a feasible development  plan
can  be formed and approved.  Once the Company has obtained the
necessary  development approvals ("entitlements"), the  Company
may  elect  to  either sell the land with its  entitlements  or
develop all or a portion of the land.  In the past, the Company
has  typically  done "horizontal" development  work,  including
site  work  (e.g.,  grading, excavation)  and  installation  of
infrastructure  (i.e.,  roadways  and  utilities).   Once   the
horizontal development is complete, the Company often sells the
"improved" development parcels to homebuilders, shopping center
developers   and  others  who  will  complete  the   "vertical"
development of the site consistent with the Company's  original
development plans and the entitlements.

     The  Company has developed three 18-hole golf  courses  on
certain of its lands, which are currently owned by the Company.
The Company's Golf Division manages these golf courses.

     Sales  of Agricultural Properties.  The Company has listed
for   sale   a  relatively  large  portion  of  its  unentitled
agricultural and conservation land holdings. Approximately  25%
of  the  Company's land is being marketed to generate  cash  to
finance   the   Company's   operations,   meet   debt   service
requirements  and raise cash should the holders exercise  their
right  to sell back to the Company their Class B COLAS on  June
1, 1999.  During 1997, 1996 and 1995 the Company generated $7.4
million  ,  $13.4  million  and  $17.0  million,  respectively,
primarily   from  the  sale  of  unentitled  agricultural   and
conservation land parcels.

     The  Company  has  entered into  contracts  to  sell  bulk
parcels  of  land for approximately $20 million.  The  closings
are anticipated to take place during 1998.  This amount is less
that  the  $30  million  of bulk parcels sales  under  contract
reported  in  the  September 30, 1997  Form  10-Q  due  to  the
decision  by  the purchaser for a large parcel on Maui  not  to
proceed  with the land acquisition.   These land sale contracts
usually  contain  a number of contingencies,  including  a  due
diligence   investigation  period  after  which  the  purchaser
decides  whether to complete the transaction.    As  a  result,
there can be no assurances that any of these land sales will be
consummated.

     Development.   Company   management   actively    monitors
development   opportunities  for   its   land   holdings.    As
development opportunities arise, management typically  prepares
feasibility  analyses  to assess the profit  potential  of  the
development.  As  part of the feasibility  analyses  management
considers   factors   such  as  the   location   and   physical
characteristics  of  the  property,  demographic  patterns  and
perceived  market demand, estimated project costs, as  well  as
regulatory and environmental considerations and availability of
utilities and governmental services.

     Once  a  decision  is made to proceed with  a  development
project,  approvals must be obtained from both  the  State  and
County  governments in Hawaii.  The State of  Hawaii  Land  Use
Commission has classified all lands in Hawaii as either  urban,
agricultural   or   conservation.   In  general,   only   lands
classified  as urban can be developed. Although in  some  cases
agricultural  lands  can be used for lower density  residential
developments, agricultural lands are typically not  developed..
Conservation lands also cannot be developed, and are  typically
located in heavily forested, mountainous regions and along  the
oceanfront.

     There  are multiple layers of approvals required from  the
County  governments in Hawaii.  Initially  a  project  must  be
included  in  the  "General"  or  "Community"  plan   for   the
applicable  county. Next, the developer must apply  for  formal
zoning.   In general, zoning classifications are more  detailed
than  either the State urbanization designation or the  general
or community plans.  Zoning normally addresses the specific use
of  each parcel of land and the density of the development. The
impact  of  the development on the local community is  normally
assessed  as  part of the zoning process.  Zoning approvals  in
Hawaii  are  typically accompanied by impact fees and  required
improvements to public facilities and infrastructure,  such  as
roadways, schools, utilities and parks that must be paid for by
the  developer.  For oceanfront parcels, in addition to general
or  community  plan and zoning approvals, a special  management
area  ("SMA")  permit  must also be obtained  from  the  County
government.  The SMA permitting process allows  the  County  an
additional   opportunity  to  review  potential  environmental,
ecological  and  other  impacts from the development.  The  SMA
permitting process may also impose additional conditions on the
developer. The ability of the Company to develop its properties
may  be  materially and adversely affected by State  or  county
restrictions  or  conditions that may  be  imposed  in  certain
communities  having  inadequate public  infrastructure  and  by
local opposition to continued growth.

     After  all of the discretionary approvals described  above
have  been  received, a subdivision approval must  be  obtained
along  with certain other permits such as grading and  building
permits.   Normally,  these approvals are more  ministerial  in
nature.   However, the Company has experienced certain problems
obtaining  these permits in the past and, in one instance,  has
had to pay an impact fee to obtain a grading permit for one  of
its golf courses.

      The  following table shows the entitlement status of  the
Company's land holdings (in acres)as of December 31, 1997.

          State Classification                 County Zoning
       --------------------                -----------------
        Urban   Agri.    Cons.        Hotel  Com./Ind.  Res.  Agri.   Cons.
       ------- -------  -------       ------ --------  ----- ------  -------
Maui   948   7,102    4,956            106     25     1,070   6,850   4,956

Kauai  729  14,818   12,309             --    345       306   14,780 12,424

Oahu   200    --        468             --     61        --       --    607

Hawaii  24   1,409      --              --      4        20    1,409     --
      ----- ------   -------         ------- ------   ------- ------- -------

Total 1,901 23,329    17,733            106    435    1,396   23,039 17,987
     ====== ======   =======         ======= ======= ======== ====== ========

Explanations for the abbreviations used above are as follows:
     Agri. - Agricultural
     Cons. - Conservation
     Com./Ind. - Commercial/Industrial
     Res. - Residential (single or multi-family)
     Cons. - Conservation/Preservation/Open space

     SMA  permits  are  needed for approximately  96  acres  of
Company  lands  with state urbanization and county  zoning  for
development.  The Company's development projects are  described
in Item 2 below.

      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  plans  to  focus  its  future  development
activities  on its Maui land holdings located adjacent  to  the
Kaanapali  Beach Resort.  As a result, the primary  competition
for the Company's development activities will come from similar
types of master-planned resort developments at the Kapalua  and
at  Wailea  resorts  on Maui.  To a lesser extent,  competition
also comes from other master-planned resort communities located
on the islands of Kauai and Hawaii.

      Market  Conditions, Regulatory Approvals and  Development
Costs.   There are a number of current factors that  negatively
impact  the  Company's  development and  land  sale  activities
including  poor market conditions, the difficulty in  obtaining
regulatory approvals and the high development cost of  required
infrastructure. As a result, the planned development of many of
the  Company's land holdings, and the ability to generate  cash
flow  from these land holdings, is expected to be long-term  in
nature.

      The  Hawaii  economy took a severe downturn beginning  in
late 1990 after the Persian Gulf War, a recession in Japan  and
a  slowdown in California's economy.  The real estate market in
Hawaii  was  negatively impacted by these events and  has  been
considered  to  be in a "slump" for the past  seven  years,  as
demonstrated by general decreases in the volume of transactions
and a stagnation or decrease in the perceived value and pricing
for certain types of real estate.  The Company believes that  a
rebound  in Hawaii real estate is dependent on improvements  in
the  economies of Hawaii and Japan. Recent economic  trends  in
Japan  and  much of Southeast Asia have further contributed  to
continuing  poor  market  conditions. Improvements  in  tourism
arrivals  and  the  length  of stay (in  Hawaii)  may  also  be
critical  to turning around Hawaii's real estate market.  There
can  be  no  assurance that Hawaii's real  estate  market  will
improve.

      The current regulatory approval process for a development
project  can  take  three to five years or more,  and  involves
substantial  expense. There is no assurance that all  necessary
approvals  and  permits will be obtained with  respect  to  the
Company's  current and future projects. Generally, entitlements
are  extremely difficult to obtain in Hawaii.  There  is  often
significant  opposition to proposed developments from  numerous
groups including native Hawaiians, environmental organizations,
various  community  and civic groups, condominium  associations
and politicians advocating no-growth policies, among others.

     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,  environmental
statutes and the State Uniform Land Sales Practices Act.


                         AGRICULTURE.

     The  Company's  Agriculture  segment  is  responsible  for
activities related to the cultivation, processing and  sale  of
sugar  cane  and coffee.  Agriculture's revenues are  primarily
derived from the sale of raw sugar.  Approximately 7,800  acres
of  the Company's land holdings and approximately 16,000  acres
of  land leased by the Company are currently under cultivation.
The  remaining approximately 75,200 acres of owned  and  leased
land  are  predominantly conservation land and land appurtenant
to   the   cultivation  of  sugar  cane  and  do  not  generate
significant revenues.

     The  Company  owns and operates two sugar  plantations  on
Kauai and one on Maui. The principal competitive factors in the
Company's  sugar  business  are  sugar  yields  and  processing
capabilities and costs.

      Sales & Pricing. The Company's sugar plantations sell all
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).  Pursuant  to  a  long  term  supply
contract,  HSTC  is  required to sell, and the  California  and
Hawaiian Sugar Company ("C&H") is required to purchase, all raw
sugar  produced by the HSTC's cooperative members.  HSTC remits
to  its  cooperative members the remaining  proceeds  from  its
sugar  sales after storage, delivery and administrative  costs.
The  Company recognizes revenues and related cost of sales upon
delivery of its raw sugar by HSTC to C&H.

     Since  the HSTC operates as the storage and transportation
"arm" of the Hawaii sugar growers, C&H is the ultimate and sole
customer  for the Company's raw sugar.  The loss of  C&H  could
have  a  material adverse impact on the Company's  agricultural
operations.   The  domestic raw sugar price  is  a  price  that
includes  delivery to New York, New York ("FOB  New  York,  New
York").   As C&H's refinery is located in Crockett, California,
there are considerable delivery cost savings that accrue to the
HS&TC and the Company.  These delivery costs savings result  in
a  "locational"  discount given to C&H in the long-term  supply
contract.   If  C&H ceased purchasing the Hawaii  growers'  raw
sugar,  the  HSTC  would be free to sell raw sugar  to  various
sugar  refineries located on the east coast and along the  Gulf
of  Mexico.   It  is unlikely that the HSTC would  provide  the
"locational"  discount to these prospective  customers  if  C&H
ceased  being the sole customer. Accordingly, the higher  costs
of  storage and delivery would probably be offset by  a  higher
selling  price.   However, in the absence of C&H  there  is  no
guarantee that the HSTC or the Company would be able to  locate
buyers for raw sugar at acceptable prices.

      The price of raw sugar that the Company receives is based
upon  the  price of domestic sugar as currently  controlled  by
U.S. Government price support legislation less the "locational"
discount  described above and less the HSTC's storage, delivery
and  administrative costs.  On April 4, 1996, President Clinton
signed  the Federal Agriculture Improvement and Reform  Act  of
1996  ("the  Act").  The Act, which expires  in  2002,  sets  a
target  price range for raw sugar. The target raw sugar  price,
established  by  the  government,  is  supported  primarily  by
setting quotas to restrict the importation of raw sugar to  the
U.S.  There  can  be  no  assurance that the  government  price
supports  will  not be reduced or eliminated  entirely  in  the
future.  Such  a reduction or an elimination of price  supports
could  have  a  material adverse affect on the Company's  sugar
operations,  and possibly could cause the Company  to  consider
shutting down its remaining sugar cane operations.

     The  Company enters into commodities futures contracts and
options  in sugar as deemed appropriate to reduce the  risk  of
future   price  fluctuations  in  raw  sugar.   These   futures
contracts  and  options  are  accounted  for  as  hedges   and,
accordingly,  gains and losses are deferred and  recognized  in
cost of sales.

      Sugar  Operations  in Hawaii. During  1995,  the  Company
restructured  its sugar operations to improve efficiencies  and
reduce  costs  by  consolidating operations at  its  two  Kauai
plantations and changing to a seasonal mode of operation at all
of its plantations (consistent with many other sugar operations
in  the  mainland U.S.). The 1995 restructuring resulted  in  a
staff  reduction  of  approximately 260  positions,  which  was
approximately  a  30% decrease from 1994, and  a  reduction  in
annual  employment costs of approximately $4.2  million,  which
was  approximately  a  14% decrease  from  1994.   The  Company
incurred and recognized costs of approximately $1.8 million  in
1995 related to the restructuring.

     In 1995, the Company ceased sugar operations at its wholly-
owned  subsidiary, Oahu Sugar Company, Limited ("Oahu  Sugar").
The  Company's  ongoing obligations relating  to  Oahu  Sugar's
closure, which primarily relate to the obligations to generally
restore  leased land to its original condition are not expected
to  have  a  material adverse effect on the financial condition
and results of operations of the Company.

     The  sugar  industry in Hawaii has experienced significant
difficulties for a number of years. Growers in Hawaii have long
struggled with the high costs of production, which have led  to
the  closure of many plantations, including Oahu Sugar Company.
Labor  costs are high and transportation costs of raw sugar  to
the  C&H  refinery are significant.  During 1996 and 1997,  the
Company  has  conducted  a series of meetings  and  discussions
aimed  at  developing a plan to return its sugar operations  on
Kauai  to profitability.  Participants in this process included
rank-and-file workers, supervisors, union officials and Company
management.  The plan developed by this group was named "Imua,"
which  is  the  Hawaiian word meaning "to move  forward."  Imua
included  significant changes in how the Company's  plantations
would be operated and how employees would be compensated.  Imua
was  the subject of formal negotiations with the union in  late
1997 and early 1998. These negotiations were recently completed
and  the union leadership supported the Imua plan. However,  in
February  1998, Imua failed by a large margin in a ratification
vote  by  the union membership at the Kauai plantations.  As  a
result,  some  of the workers have been placed on furlough  and
the Company is evaluating its alternative courses of action. As
an  initial  step,  the Company has sent to  the  union  a  new
proposal,  which  is  different from Imua  but  still  contains
substantial  wage and other concessions which are  critical  to
the  survival of the Company's sugar plantations. The  contract
covering employees at the Kauai plantations expired on  January
31, 1998 and was extended on a day-to-day basis.  The extension
agreement which covers 88% of the Kauai plantation workers, has
a  provision which allows either party to cancel the  extension
within three days notice.  A contract covering the employees at
Pioneer Mill also expired on January 31, 1998, was extended  to
March  31,  1998 and has been further extended on a  day-to-day
basis.  The  covered employees represent 70% of Pioneer  Mill's
employees.   The  absence  of  a  new  labor  agreements   with
significant  modifications from the existing  agreements  would
cause  the  Company to consider the possible  shutdown  of  its
sugar  operations.   There can be no assurance  that  necessary
modifications to existing labor agreements will be obtained.

     Diversified   Agriculture.  The  Company  has   considered
various  alternative uses for its agricultural 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.

      Power  Production.  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    sugar   plantations'  boilers.   The  Company  generates
electrical  energy  and  steam for the sugar  plantations'  own
consumption  and  for  sale  to  the  local  public  utilities,
pursuant  to  power purchase agreements entered into  with  the
local  utilities. Gross revenues from the Company's  operations
at  its  Lihue power plant totaled approximately $5.1  million,
$5.2  million  and  $4.6  million  for  1997,  1996  and  1995,
respectively.  Revenues  are  significantly  smaller  from  the
Kekaha  and Pioneer Mill power plants since the contracts  with
the  local utilities do not require the Company to commit to  a
certain  level of power production and, therefore, the  Company
receives a significantly lower rate for its power sales.

      Water  Resources.   The Company must maintain  access  to
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.
To  distribute  most of this water, the Company owns  extensive
civil  engineering  improvements  including  tunnels,  ditches,
reservoirs  and  pumps.   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 agricultural and development  plans.
Currently,  on  the  islands of Kauai  and  Maui,  the  Company
controls  over 100 million gallons of water per  day,  most  of
which  is  on land which the Company owns and the remainder  on
land  which  is  leased by the Company.  Most of the  Company's
water is currently used for irrigating sugar cane.

     If the Company's sugar production decreases, the Company's
water   needs  will  also  decrease.   Subject  to  significant
regulatory  restrictions, excess water may be  used  for  other
purposes and the Company is exploring alternative uses for such
water.   Waiahole  Irrigation Company,  Limited  ("WIC")  is  a
wholly-owned subsidiary of the Company and owns and operates  a
water  collection and transmission system commonly referred  to
as  the  "Waiahole  Ditch" (a series  of  tunnels  and  ditches
constructed in the early 1900's).  The Waiahole Ditch  has  the
capacity to transport approximately 27 million gallons of water
per  day  from  the windward part of Oahu to the  central  Oahu
plain  leeward of the Ko'olau mountain range.  This  water  was
used  by  the  Company's Oahu Sugar operations from  the  early
1900s until 1995, when the plantation was closed.

      After  the  closure  of  Oahu  Sugar,  WIC  negotiated  a
collective  agreement with several farms and golf courses  (the
"Users")  to  deliver  irrigation water  to  them  for  a  fee.
However,  to  consummate these agreements, water  permits  (the
"Water  Permits")  were applied for from the  State  of  Hawaii
Water   Commission   (the  "Water  Commission").    The   Water
Commission issued a final decision in December 1997 relating to
the  Water  Permits which allowed only about  one-half  of  the
capacity  of  the Waiahole Ditch to be transported through  the
system.   The  continued operation of the  Waiahole  Ditch  and
receipt  of  the  delivery fees (from the  agreement  with  the
Users)  were  predicated  upon an allocation  (from  the  Water
Commission)  at  or  near the capacity of the  Waiahole  Ditch.
When  the  lower  allocation was received, WIC  terminated  the
agreement with the Users.  Currently, water is delivered to the
Users on a month-to-month basis at the fees originally included
in the agreement.

     After  several  months  of  discussions  with  prospective
purchasers, the Company reached an agreement with the State  of
Hawaii  pursuant to which the State will purchase the stock  or
substantially all of the assets of WIC for $8.5 million  (which
includes  450  acres  of conservation land).  The  purchase  is
subject to state legislative approval of which there can be  no
assurance that such approval will be obtained.  If the sale  is
not  consummated, WIC will then decide whether to  re-negotiate
the fee for delivery of water through the system.  Finally,  if
improvements cannot be made in either the pricing or volume  of
Waiahole Ditch water, WIC will consider reducing or terminating
the  operations  of  the Waiahole Ditch.   Such  a  closure  or
limitation  of  the Waiahole Ditch would not  have  a  material
adverse effect on the Company's financial condition or  on  its
results of operations.

      AMFAC/JMB FINANCE, INC.  Amfac/JMB Finance, Inc.  ("AJF")
is   a   wholly-owned  subsidiary  of  Northbrook   Corporation
("Northbrook").  The sole business of AJF is to repurchase  the
Class  B  COLAS  on June 1, 1999 pursuant to  the  terms  of  a
repurchase   agreement   (the  "Repurchase   Agreement").    In
connection  with such repurchase obligations of AJF, Northbrook
has  agreed to contribute sufficient capital or make  loans  to
AJF  pursuant  to  an agreement (a "Keep-Well  Agreement"),  to
enable  AJF  to meet its repurchase obligations  of  the  COLAS
under  the  Repurchase Agreement.  For a  description  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 AJF.  For a description of the  COLAS,  see
Note 5.

Item 2.  Properties

                        LAND HOLDINGS.

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

     (a)  Oahu

      On the island of Oahu, the Company owns approximately 700
acres of land of which approximately 200 acres is classified as
urban and approximately 470 acres is classified as conservation
open  land.  The Company is developing the 64-acre former  Oahu
Sugar  mill  site  located in Waipahu, Oahu, Hawaii,  which  is
approximately  10  miles west of downtown Honolulu  near  Pearl
Harbor.   The Company also owns The Waikele Golf Course located
at  the Company's nearly completed Waikele project.  Waikele is
located  directly north of the Oahu Sugar mill site development
in Central Oahu.

       The   Waikele  project  is  a  master-planned  community
developed by the Company which consists of residential units, a
retail commercial center and the Waikele golf course.  Although
the  Company completed sales of the residential and  commercial
portions  of  the Waikele project in 1994, it  still  owns  and
manages  the  136  acre  golf  course.   The  Company  expended
approximately  $.7 million, $1.3 million and  $0.5  million  in
1997, 1996 and 1995, respectively, for infrastructure costs  at
Waikele.   Such  costs  included  construction   of   roadways,
utilities  and  related  infrastructure  improvements.   On   a
cumulative  project-to-date basis,  the  Company  has  expended
approximately  $157.7 million on project costs (which  includes
approximately $39 million of land costs for the portion of  the
Waikele  project  that has been sold) and  completed  sales  at
Waikele  of  approximately $231.0 million. 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 Waikele  golf  course
generated $5.8 million in revenue in 1997.

      In 1997, the Company began developing the 64 acres of fee
simple  land  it owns at the Oahu Sugar mill-site. The  Company
has  received county zoning for a light industrial  subdivision
on  a  37-acre portion of the property, which excludes property
containing  the  actual sugar mill and adjacent  buildings.  In
connection  with the development of this property, the  Company
has received state land use urbanization for the entire 64-acre
site.

     Marketing of the first twenty-three lots within the  light
industrial  subdivision commenced in August 1997. Although  the
Company  received  significant interest from potential  buyers,
the  Company  has not received any acceptable  firm  offers  on
these  lots.  The  infrastructure for these first  twenty-three
lots  is expected to cost approximately $5.9 million, of  which
$3.9  million  has been spent through December  31,  1997.  The
Company    does    not    anticipate   completing    additional
infrastructure except in connection with a sufficient number of
purchase  and  sale  agreements. If the light  industrial  lots
cannot  be  sold individually, the Company will pursue  a  bulk
land  sale  for  this development. The Company  has  begun  the
process  of seeking the necessary government approvals for  the
re-development  of  the  remainder of  the  mill-site  parcels,
including planned commercial, public and quasi-public uses.

      The  Company's  approximately 470 acres  of  conservation
lands  on Oahu located on the northeastern side of Oahu in  the
Ko'olau mountains  relate to the Waiahole Ditch.  As such,
these  lands  will  be sold as part of the  purchase  and  sale
agreement  with the State of Hawaii, assuming such  transaction
ultimately is consummated.



     (b)  Maui

     The Company owns approximately 13,000 acres of land on the
island  of  Maui, most of which are classified as  agricultural
land   (approximately  7,000  acres)  and   conservation   land
(approximately 5,000 acres) for both State and county purposes.
All  of  the Company's land holdings are located on  West  Maui
near the Kaanapali Beach Resort area.

      In general, the development of the Company's land on Maui
is  expected  to  be  long-term in nature.   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, demand for these land uses has been  weak.
The Company's homesite inventory on Maui, which is targeted  to
the  second  home buyer, has experienced slower sales  activity
over  the  past  five  years  than  originally  expected.   The
Company's competitors on Maui have also experienced slow  sales
activity.  The Company is continuing to evaluate its plans  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  has  determined  that  the  focus  of  its
development    efforts   on   Maui    should    be    on    its
Kaanapali/Honokowai land holdings (approximately 3,200  acres).
Although  additional governmental approvals  are  required  for
most  of  these lands, approximately 900 acres of the Company's
Kaanapali/Honokowai land holdings already  have  some  form  of
entitlements.  Due to the strong market appeal of the Kaanapali
Beach Resort, the Company believes its development efforts  are
best concentrated in this area where it has certain development
approvals already secured.

      The  Company's Kahoma, Launiupoko and Olowalu  properties
(in  total  approximately 9,000 acres)  are  considered  to  be
better  suited  in  the  near term for  agricultural  uses  and
possibly  for  lower  density,  more  rural  developments.   To
generate cash, the Company has decided to sell certain portions
of  these land holdings as unentitled parcels, and may consider
selling  additional portions of these lands based  upon  market
conditions and the cash needs of the Company.

      The  Company  owns and operates the Royal Kaanapali  Golf
Courses ("RKGC") which are two 18-hole golf courses located  at
the  Kaanapali  Beach Resort on West Maui.  The courses  occupy
approximately 320 acres of land. The two Kaanapali Golf Courses
generated approximately $9.8 million of revenue in 1997.

      The Company's primary development projects located in the
Kaanapali/Honokowai area are as follows:

     Project           Acres    Uses                        Status
     -------          -------  ------                       ---------

Kaanapali Golf Estates  204    Single family residential    Actively selling/
                                                            Pending infra-
                                                            structure
Kai Ala Place            6    Single family residential     Fully sold
North Beach             96    Hotel/condo/time-share        Need SMA
North Beach Mauka      318    Golf/retail/time-share/condo  Need
                                                            urbanization &
                                                            zoning
Puukolii Village       249    Single and multi-family       Pending major
                              residential/retail/commer-    infrastructure
                              cial/community/civic

Each of these projects is described in greater detail below.

     Kaanapali Golf Estates. The Company is marketing Kaanapali
Golf  Estates,  a residential community that  is  part  of  the
Kaanapali Beach Resort on West Maui.  During 1997, the  Company
generated  approximately  $4.8  million  in  land  sales   from
Kaanapali Golf Estates. Kaanapali Golf Estates is approved  for
340 homesites, of which approximately 90 lots have been sold by
the  Company. The residential property is divided into numerous
parcels.   In  May 1997, the Company obtained final subdivision
approval  for a 32 lot subdivision of one such parcel (referred
to  as  "Parcel 17B").   Fifteen of these lots closed in August
and  September 1997 for sales prices of approximately  $150,000
per  lot.  The  Company commenced on-site construction  of  the
subdivision  improvements  for  Parcel  17B  in  August   1997.
Construction of the improvements was completed in  March  1998,
at a cost of approximately $1.7 million. As of the date of this
report, all of the remaining homesites in parcel 17B have sold,
except four, at an average price of $170,000. In addition,  the
six  remaining  lots  in  an adjacent parcel  (referred  to  as
"Parcel  14")  closed  in 1997 for sales prices  totaling  $2.0
million.

     Kai  Ala  Place.  In  1995,  the  Company  subdivided   an
oceanfront  parcel  commonly known as Kai Ala  Place  into  six
single family homesites of approximately one acre each. Two  of
the  lots  were  sold  in  1995 generating  sales  proceeds  of
approximately $4.1 million. The remaining four lots  were  sold
in 1997 as a package to a local developer at a discounted price
of $5.2 million.

      North Beach. The Company is part of a joint venture  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 governmental  approvals,
subject  to receiving a Project SMA permit, for the development
of  up  to  3,200 hotel or condominium units on  four  separate
sites.  The North Beach property constitutes nearly all of  the
remaining  developable  beachfront acreage  at  Kaanapali.  The
development  of  North  Beach  continues  to  be  tied  to  the
completion  of  the  Lahaina bypass highway  or  other  traffic
mitigation  measures satisfactory to the Maui  County  Planning
Commission  ("MPC").  Although  the  joint  venture  has  state
urbanization, county zoning and a Master SMA permit, a  Project
SMA  permit  is  required  for  each  of  the  four  sites   as
development plans are completed.

      The  Company  filed for a Project SMA in  March  1997  to
develop  a  time-share resort on 14 acres of  the  North  Beach
property  (the  "Site").  A land option/purchase agreement  was
entered  into  by the Company with Tobishima in  October  1996,
giving  the  Company  an  option to  purchase  Tobishima's  50%
interest  in  the  Site for $7 million.  The Company  does  not
expect to consummate this 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 nonrefundable deposits of $0.4  million,
which  may be applied to the purchase price, to keep the option
available  through  March  31, 1998.  Additional  nonrefundable
deposits  may  be made on a quarterly basis after December  31,
1997  to extend the option through August 31, 2000. The Company
must  close  on the land purchase upon receipt of an acceptable
Project SMA permit.

     A  public  hearing was held on the Project SMA  permit  on
July  10,  1997.   Although there was a significant  amount  of
testimony  both for and against the project, the  MPC  did  not
make   a  final  decision  at  the  public  hearing.   Instead,
"intervention  status"  was  granted  to  several  parties  who
presented  their  specific objections to the SMA  permit  in  a
quasi-judicial  process (known as a "contested case"  hearing).
The  hearing officer for the contested case issued his proposed
Decision and Order (the "D&O") in December 1997.  Although  the
proposed D&O recommended granting the Project SMA permit, there
were a significant number of new conditions with respect to the
development.   The  Company plans to object to  many  of  these
conditions  and to request that the MPC modify or delete  these
conditions.   Final  MPC  action on the Company's  Project  SMA
permit  application  is not anticipated until  later  in  1998.
Although there can be no assurance that the Project SMA  permit
will be received (and that if such permit is approved, that its
terms  and  conditions  will  be acceptable  to  the  Company),
Company management is hopeful that the Company will receive the
necessary  approvals to proceed with the time-share development
of the Site.

      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 past experience in  time-
share  development, and in the marketing and sale of time-share
intervals  (one week ownership rights).  In February 1997,  the
Company  formed a limited partnership with an affiliate  of  an
experienced  time-share  development  and  management  company.
Kaanapali  Ownership Resorts L.P., the new limited partnership,
is  owned 85% by affiliates of the Company and 15% by Kaanapali
Partners Limited Partnership, an affiliate of the owners of The
Ridge Tahoe resort in Nevada. The partnership is in the process
of  arranging project financing for the development of the time
share  resort.  In addition, the land option/purchase agreement
with Tobishima includes short-term seller financing, which  the
partnership may decide to utilize.

      In September 1997, the Company and Tobishima entered into
an  agreement  with Maui County providing the County  with  the
option  to purchase 33 acres at North Beach (separate from  the
Site)  for $15 million.  Maui County cannot exercise its option
to  purchase unless and until the Company receives the  Project
SMA  permit in a form acceptable to the Company for development
of  the  Site.  The acquisition of the 33 acres by Maui  County
would reduce the overall density of the North Beach development
by  approximately one-third.  The Mayor of Maui County and  the
County  administration have agreed that, assuming the reduction
in  density  were  to be effected, the infrastructure  upgrades
proposed  by  the  Company for the time-share resort  would  be
sufficient for the development of the Site.

       North  Beach  Mauka.   The  Company  has  plans  for  an
additional 18-hole golf course, condominiums, commercial/retail
and  residential  uses.   The Company also  plans  to  evaluate
adding  a  significant time-share component to the  development
plans  for  this 318-acre parcel.  Currently, the  Company  has
Community  Plan approvals and R-3 zoning (residential,  minimum
10,000  square  foot  lots)  for  North  Beach  Mauka.    State
urbanization   is  required,  along  with  final   zoning   and
subdivision.

      Puukolii Village. The Company has regulatory approval  to
develop a project known as "Puukolii Village", on approximately
249 acres which is also located near Kaanapali Beach Resort.  A
significant portion of this project will be affordable housing.
Development  of most of Puukolii Village cannot commence  until
after   completion  of  the  planned  Lahaina/Kaanapali  bypass
highway.   The  proposed  development of  Puukolii  Village  is
anticipated   to  satisfy  the  Company's  affordable   housing
requirements  in  connection with its Kaanapali/Honokowai  land
use entitlements.  For the portion of Puukolii Village that  is
not  dependent upon completion of the Lahaina/Kaanapali  bypass
highway,  the  Company  has unsuccessfully  attempted  to  sell
several  residential parcels to home builders and  multi-family
residential  developers.  Until such time  that  an  acceptable
agreement  can  be  reached with a housing developer,   limited
funds  will be expended on infrastructure (including an  access
road) for Puukolii Village.

      In  connection  with certain of the  Company's  land  use
approvals  on Maui, the Company has agreed to provide  employee
and affordable housing and to participate in the funding of the
design  and  construction  of  the  planned   Lahaina/Kaanapali
bypass highway. The Company has entered into an agreement  with
the  State of Hawaii Department of Transportation covering  the
Company's participation in the design and construction  of  the
bypass highway.  In conjunction with state urbanization of  the
Company's Kaanapali Golf Estates project, the Company committed
to  spend  up  to  $3.5  million, (of which  approximately  $.8
million  has  been  spent as of December 31, 1997)  toward  the
design  of the highway. Due to lengthy delays by the  State  in
the  planned  start  date for the bypass highway,  the  Company
recently  funded approximately $.7 million for the  engineering
and  design of the widening (from 2 to 4 lanes) of the existing
highway  through  the  Kaanapali  Beach  Resort.   The  Company
believes  this  $.7 million can be credited  against  the  $3.5
million  commitment  discussed above. The  Company's  remaining
commitment of another $6.7 million for the construction of  the
bypass  highway  is  subject to the  Company  obtaining  future
entitlements on Maui and the actual construction of the  bypass
highway.   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.

     (c)  Kauai

     The Company owns approximately 28,000 acres of land on the
island  of Kauai, the vast majority of which is classified  and
zoned  by  the  State  of  Hawaii  and  the  County  of  Kauai,
respectively,  as agricultural and conservation  lands.   There
are  three large contiguous parcels which comprise the bulk  of
these  Kauai  land holdings: Kealia, Kapaa and Lihue/Hanamaulu.
Each  of  the  parcels is located along the  eastern  shore  of
Kauai.   Large portions of the agricultural lands are currently
used   for  sugar  cane  cultivation,  and  portions   of   the
conservation   lands  are  utilized  by  the  Company's   sugar
plantations  to  collect, store and transmit  irrigation  water
from mountainous areas to the sugar cane fields.

     The Company has state urbanization and county zoning for a
552  acre master-planned community known as the Lihue/Hanamaulu
Town  Expansion, which includes approximately 1,800  affordable
and  market  rate residential units, commercial and  industrial
facilities and a number of community and other public uses. The
Company  does  not  plan  to  pursue subdivision  and  building
permits for this project until the real estate market on  Kauai
improves.  Once construction commences the project is  expected
to span 20 years.

      The  Company  has decided to sell large portions  of  its
Kauai  land  holdings which includes  all of Kealia and  Kapaa.
The  entire 6,700 Kealia parcel is currently under contract for
sale.   The  contract  includes  numerous  contingencies   and,
therefore,  it is difficult to predict whether the  buyer  will
ultimately close the transaction.  Approximately 2,000 acres in
Kapaa  are currently listed for sale.  The Company has  certain
additional lands also listed for sale; however, many  of  these
are  smaller remnant parcels.  The Company may consider selling
additional portions of these lands based upon market conditions
and the cash needs of the Company.

     (d)  Hawaii

      The Company owns approximately 1,400 acres of land on the
island  of  Hawaii of which almost all are  classified  by  the
State  of  Hawaii  and  zoned  by  the  County  of  Hawaii   as
agricultural  lands.  These lands are located  on  the  eastern
(windward) side of the island, primarily in the Keaau and Pahoa
districts, south of the town of Hilo.

                       LONG-TERM LEASES.

     Several  of  the  Company's plantation subsidiaries  lease
agricultural lands from unrelated third parties.   Such  leases
vary  in  length from month-to-month to eight years  and  cover
parcels of land ranging in acreage from one acre to over 20,000
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 connection with the  cultivation  and
processing of sugar cane.  Most of the leases provide that  the
Company  pay  fixed annual minimum rents (ranging from  $10  to
$131  per  usable  acre), plus additional rents  based  upon  a
percentage  of  gross receipts above a specified level.  During
the  past three years, the Company has paid only minor  amounts
of percentage rent on the leases listed below.


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

                                                            Annual
                    Expiration    Sugar Cane     Gross     Minimum
      Plantation       Date        Acreage      Acreage      Rent
      ----------     ---------    ---------   -----------   -------
       Kekaha      month to month    7,926       21,474    $251,500
       Lihue         10/30/99        4,054        6,200    $ 56,370
       Lihue         12/15/02            0        3,106    $ 20,630
       Lihue         12/31/99        1,961        4,890    $ 19,610
       Pioneer     month to month      889        1,639    $ 51,000
       Pioneer       12/31/05          770        2,509    $100,917

                        OTHER PROPERTY.

     In  addition  to  the real property discussed  above,  the
Company  also  owns three sugar mills each with its  own  power
plant.   The  mills  and power plants are located  in  Lahaina,
Maui;  Kekaha,  Kauai  and  in Lihue,  Kauai.   Each  of  these
facilities  is  involved in the production of  raw  sugar  from
sugar cane and the production of electrical and steam power.

Item 3.  Legal Proceedings

      The Company is not involved in any material pending legal
proceedings, other than ordinary routine litigation  incidental
to  its  business. The Company and/or certain of its affiliates
have  been  named  as defendants in several  pending  lawsuits.
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 results of operations  or  its
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 1996 and 1997.
                            PART II

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

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





<TABLE>
Item 6.  Selected Financial Data


                    AMFAC/JMB HAWAII, L.L.C.

For the years ended December 31, 1997, 1996, 1995, 1994 and 1993

                     (Dollars in Thousands)
<CAPTION>
                            1997     1996       1995       1994       1993
                           ------   --------    -------   -------    -------
<S>                      <C>      <C>          <C>       <C>      <C>
Total revenues (c)       $  86,383   97,406      101,607   157,963   140,462
                          ========   =======    ========  ========   =======
Net income (loss) (d)    $ (25,572) (34,166)      12,708  (13,033)      (509)
                          ========   =======    ========  ========   =======
Net income (loss) per share (b)

Total  assets            $ 464,245   483,605     521,598  614,547    644,711
                          ========   =======     =======  ========   ========
Amounts due affiliates -
financing                $ 125,290   103,579      76,911   15,097     15,097
                           ========  ========    =======  ========   ========
Certificate of Land Appreciation
  Notes                  $ 220,692   220,692     220,692  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)   Total revenues includes interest income of $386 in 1997,
$463 in 1996, $1,288 in 1995, $1,977 in 1994, $1,070 in 1993.

  (d)     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

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

LIQUIDITY AND CAPITAL RESOURCES

     GENERAL.

     A  significant portion of the Company's cash needs  result
from  the nature of the real estate development business, which
requires  a  substantial  investment in  preparing  development
plans,   seeking  land  urbanization  and  other   governmental
approvals and completing infrastructure improvements  prior  to
sale.  The  Company's sugar operations  incur a large  cash
deficit during the first half of the year ranging from  $10  to
$20  million.   This seasonal cash need is  due  to  the  sugar
plantation's  operating  costs being  incurred  fairly  ratably
during  the year, while revenues are received typically between
April and December concurrent with raw sugar deliveries to C&H.
In  addition  to seasonal cash needs, in many years  cash  flow
from  sugar operations has been negative requiring a  net  cash
investment  to  fund  the operating deficits  and  any  capital
costs.  Cash  needs also include principal maturities  and  the
obligation to repurchase Class B COLAS on June 1, 1999.

     The  Company  believes  that  additional  borrowings  from
Northbrook Corporation ("Northbrook") will be necessary to meet
its  short-term  and long-term liquidity needs. Northbrook  has
made  such borrowings available to the Company in the past  and
intends  to  make such borrowings available, at  least  in  the
short-term. However, there is no assurance that Northbrook will
have  sufficient funds, or that Northbrook will make such funds
available  to  the  Company, to meet  the  Company's  long-term
liquidity needs.

     In   recent  years,  the  Company  has  funded  its   cash
requirements primarily through the use of long-term financings,
borrowings  from  Northbrook, and revenues generated  from  the
development and sale of its properties. The Company intends  to
use  its  cash reserves, land sales proceeds and proceeds  from
new financings or joint venture arrangements to meet its short-
term liquidity requirements. However, there can be no assurance
that   new  financings  can  be  obtained  or  property   sales
consummated.  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  costs  of  required
infrastructure, the Company does not believe that  it  will  be
able  to generate significant amounts of cash in the short-term
from  the development of these lands. As a result, the  Company
is  marketing  for  sale  certain unentitled  agricultural  and
conservation  parcels. Significant short-term cash requirements
relate  to  the  funding  of  agricultural  deficits,  interest
expenses,  costs  to process the SMA permit  for  North  Beach,
development  costs on Oahu and Maui and overhead  expenses.  At
December 31, 1997, the Company had cash and cash equivalents of
approximately $9.1 million.

      The Company has placed a relatively large portion of  its
land  holdings  (approximately 25%) on the market  to  generate
cash  to finance the Company's operations, to meet debt service
requirements  and  to  raise cash should the  holders  exercise
their right to sell back to the Company their Class B COLAS  on
June  1, 1999.  The Company has approximately 740 acres of land
listed for sale on Maui, approximately 8,700 acres on Kauai and
700  acres  on  the Big Island of Hawaii. These  lands  consist
primarily of unentitled agricultural and conservation  parcels.
Significant  interest  has  been expressed  in  many  of  these
parcels  and  several  are  under  contract  for  sale  for  an
aggregate  sales price of $20 million. However, these contracts
have due diligence investigation periods which have not expired
and which allow the purchasers to terminate the agreements.  It
is  difficult to predict how successful the Company will be  in
selling  these lands at acceptable prices. Although  the  lands
currently  for sale represent a large portion of the  Company's
overall  land portfolio, these properties were not planned  for
development during the next 15 to 20 years and, therefore,  any
possible sales are not expected to result in a material  impact
on  the  Company's  real estate development operations  for  at
least the next ten years.

      During  1997,  the Company generated approximately  $21.2
million  of  land sales, of which $4.8 million came  from  land
related  to  Kaanapali Golf Estates on Maui, $5.2 million  from
the  four  remaining oceanfront residential  lots  at  Kai  Ala
Place;   $7.4   million  was  from  the  sale   of   unentitled
agricultural and conservation land parcels on Kauai and the Big
Island   of   Hawaii.   During  1996,  the  Company   generated
approximately   $13.4   million  from   sales   of   unentitled
agricultural  and conservation parcels and an  additional  $5.5
million  from lot sales at the Kaanapali Golf Estates.   During
1995, the Company generated approximately $30.8 million in land
sales  approximately  $17  million related  to  bulk  sales  of
unentitled agricultural and conservation parcels.

      The  Company continues to implement certain cost  savings
measures  and  to defer certain development costs  and  capital
expenditures for longer-term projects.  The Company's  Property
segment expended approximately $10.1 million and $7.9 million in
project  costs  during 1997 and 1996 and anticipates  expending
approximately $13.8  million in project costs during 1998.   As
of  December  31,  1997,  contractual  commitments  related  to
project costs totaled approximately $.9 million.

     The Company has made significant changes in the operations
of its sugar plantations in an effort to reduce operating costs
and  increase  productivity.  However, additional  improvements
are  needed.   The  Company is currently negotiating  with  the
union,  which  represents  its plantation  workers,  to  obtain
substantial wage and other concessions.  The absence of  a  new
labor   agreement  with  significant  modifications  from   the
existing  agreement  would cause the Company  to  consider  the
possible shutdown of its sugar operations.

      Company  management cannot accurately predict the  actual
cost of a potential shutdown as there are a significant number of
factors  that would impact the actual cost including the  exact
timing   of   the  shutdown,  potential  environmental   issues
(currently unknown), the market and pricing for the sale of the
plantation's field and mill equipment and employee  termination
costs  which  are subject to negotiation with the union.  Other
significant  unknowns  relate  to  the  costs  associated  with
terminating  the power sale agreements with the  local  utility
companies.

      Changes  in the price of raw sugar could also impact  the
level of agricultural deficits, and as a result the annual cash
needs  of  the  Company.   Although government  legislation  is
currently  in  place (through 2002) that sets  a  target  price
range for raw sugar, it is possible that such legislation could
be amended or repealed resulting in a reduction in the price of
raw  sugar.   Such a reduction could also cause the Company  to
evaluate the shutdown of its sugar plantations.

1997 Compared to 1996

      In  1997,  cash increased by $.4 million from 1996.   Net
cash  used  in  operating activities of $10.3  million  and  in
investing activities of $9.0 million was primarily provided  by
$16.6  million of long-term financing proceeds from  Northbrook
and  $5.0  million  related to refinancing  proceeds  from  the
Waikele  Golf Club, Inc. ("WGCI") loan (see Note 6),  partially
offset  by  principal  loan repayments  on  long-term  debt  of
approximately $2.0 million.

      During  1997, net cash flow used in operating  activities
was  $10.3  million, as compared to net cash used in  operating
activities  of  $27.4 million during 1996.  The  $17.1  million
decrease in cash flow used in operating activities was due primarily
to: (i)  a $15.7 million increase in working capital resulting from
a  refinancing  as  long-term debt of operating  advances  from
Northbrook and (ii) a decrease in 1997 of  the
Company's  net loss by $1.4 million (after adjusting for  items
not requiring or providing cash).

      During  1997, net cash flow used in investing  activities
was  $9.0 million as compared to $9.8 million in 1996.  The $.8
million  decrease in net cash used in investing activities  was
principally due to property additions of $2.8 million  in  1997
as compared to $4.3 million of property additions in 1996.  The
property   additions  consisted  primarily  of  machinery   and
equipment improvements at the Company's sugar plantations.

       During   1997,  net  cash  flow  provided  by  financing
activities  decreased to $19.7 million from  $34.3  million  in
1996.   The $14.6 million decrease is due primarily  to  (i)  a
decrease  in net advances by affiliates totaling $16.6  million
in  1997 as compared to $26.7 million in 1996 (see Note 4)  and
(ii)  $5.0  million of additional long-term financing primarily
related to the loan secured by the golf course owned by WGCI in
1997 as compared to an additional $10 million in borrowings  in
1996  related  to  the  loan facility which  is  secured  by  a
mortgage on property under development on the former mill  site
of  Oahu Sugar (see Note 6).  These amounts were also partially
offset  by  $2.0  million and $2.4 million  of  principal  loan
repayment on long-term debt in 1997 and 1996, respectively.

1996 Compared to 1995

      During  1996, net cash flow used in operating  activities
was  $27.4  million, compared to net cash provided by operating
activities of $2.7 million in 1995.  The $30.1 million decrease
in  cash flow related to operating activities from 1995 to 1996
was  due  to:  (i) an increase in 1996 of the net  loss  (after
adjusting  for items not requiring or providing cash)  of  $8.4
million;  (ii)  the refinancing as long-term debt  in  1996  of
operating  advances  made  by  Northbrook  in  prior  years  by
affiliates totaling $14.0 million, as compared to $12.8 million
of  operating advances received by the Company from  affiliates
in  1995;  and  (iii) other changes in cash flow netting  to  a
decrease  of $4.7 million, which related primarily  to  working
capital components, all of which were partially offset by  (iv)
a decrease in inventories in 1996 by $9.7 million. The decrease
in  inventories in 1996 includes $3.6 million related to  sales
of  land  classified  as  inventory, $6.0  million  related  to
agricultural inventory and the remaining $.1 million related to
other miscellaneous inventories.

      In 1996, net cash flow provided from investing activities
was  a  negative  $9.8  million compared to  a  positive  $24.4
million  in  1995.   This decrease in cash  provided  of  $34.2
million  is principally due to the liquidation of $32.0 million
of  short-term investments in 1995 to pay for the tender  offer
for the Class B COLAs and $4.5 million of costs relating to the
closure  of  Oahu  Sugar and the sale of  the  mill  and  field
equipment  in 1995 as compared to $.1 million from PP&E  sales,
dispositions and retirement in 1996.

      In  1996,  net cash was provided by financing  activities
totaling $34.3 million, due to the $26.7 of long-term financing
proceeds  from Northbrook and the $7.6 million net increase  in
borrowings  from  others.   In  1995,  net  cash  was  used  in
financings  totaling  $47.0 million.  This  was  primarily  the
result  of  the  $105.5 million reduction in  outstanding  COLA
debt.   This reduction resulted from the redemption of Class  A
COLAs  and the completion of the tender offer from the Class  B
COLAs.   Approximately $52 million of the  Class  A  redemption
cost was financed by a long-term borrowing from Northbrook (see
Note  4).  During 1995, the Company borrowed an additional $9.8
million  from  Northbrook  to  pay  COLA  interest  and   other
operating needs.

     COLA Related Obligations.  AJF and the Company are parties
to  the Repurchase Agreement pursuant to which AJF is obligated
to repurchase the Class B COLAS tendered by the holders thereof
on  June  1, 1999.  Northbrook agreed pursuant to the Keep-Well
Agreement   to contribute sufficient capital or make  loans  to
AJF  to enable AJF to meet the COLA repurchase obligations,  if
any,   described   above.   Notwithstanding  AJF's   repurchase
obligations,  the  Company  may  elect  to  redeem  any   COLAS
requested to be repurchased at the specified price.

     Northbrook  Corporation,  the  ultimate  parent   of   the
Company,  is currently implementing plans intended to  generate
sufficient  funds  to  meet  the maximum  potential  repurchase
obligation.   Although there can be no assurances that  any  or
all  of these plans will be successfully completed, the Company
is  optimistic that the funds necessary to meet the  repurchase
obligations  will  be  raised  if these  plans  are  completed.
Failure  to  meet the repurchase obligations could  lead  to  a
claim against AJF and, in turn, Northbrook.

     The  COLAS were issued in units consisting of one Class  A
COLA and one Class B COLA.  The repurchase of the Class B COLAS
on  June 1, 1999 may be required of AJF 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.  As of December 31, 1997, the
Company  had  approximately 156,000 Class  A  COLAS  units  and
approximately 286,000 Class B COLAS units outstanding,  with  a
principal  balance  of  approximately  $78  million  and   $143
million,  respectively.   The Company estimates  that  assuming
only 4% per annum interest payments ("Mandatory Base Interest")
is paid that the redemption price for the Class B COLAS at June
1,  1999 would be approximately $410 per unit.  Therefore,  the
maximum   potential  repurchase  obligation  would  be   $117.3
million.   At  December 31, 1997, the cumulative interest  paid
per  Class  A COLA unit and Class B COLA unit was approximately
$185 and $185, respectively.

      On  January  30, 1998, Amfac Finance Limited  Partnership
("Amfac  Finance"),  an  Illinois limited  partnership  and  an
affiliate  of the Company extended a tender offer  to  purchase
(the  "Tender Offer") up to $65.4 million principal  amount  of
separately  Certificated  Class  B  COLAs  ("Separate  Class  B
COLAs")  for cash at a unit price of $375 to be paid  by  Amfac
Finance  on  each Separate Class B COLA on or about  March  24,
1998.   The maximum cash to be paid under the Tender  Offer  is
$49.0  million (130,842 Separate Class B COLAs at a unit  price
of $375 each). Approximately 62,800 Separate Class B COLAs were
submitted  to  Amfac  Finance for repurchase  pursuant  to  the
Tender Offer requiring an aggregate payment by Amfac Finance of
approximately $23.5 million on March 31, 1998. The Tender Offer
will  not  reduce the outstanding indebtedness of the  Company.
The  Separate  Class B COLAS to be purchased by  Amfac  Finance
pursuant  to the Tender Offer will remain outstanding  pursuant
to  the terms of the Indenture.  Except as provided in the last
sentence  of this paragraph, Amfac Finance will be entitled  to
the  same  rights and benefits of any other holder of  Class  B
COLAS,  including  having the right to have AJF  repurchase  on
June  1, 1999, the separate Class B COLAS that it owns.   Amfac
Finance has not yet determined whether it will require  AJF  to
repurchase  its separate Class B COLAS.  Because Amfac  Finance
is  an affiliate of the Company, Amfac Finance will not be able
to  participate  in  determining whether  the  holders  of  the
required  principal  amount of debt under  the  Indenture  have
concurred  in any direction, waiver or consent under the  terms
of the Indenture.

      Pursuant  to the terms of the Indenture relating  to  the
COLAS,  the Company is required to maintain a Value Maintenance
Ratio (defined in the Indenture) of 1.05 to 1.00. Such ratio is
equal  to the relationship of the Company's Net Asset Value  to
the  sum of: (i) the outstanding principal amount of the COLAS,
(ii)  any  unpaid  Base  Interest, and  (iii)  the  outstanding
principal balance of any Indebtedness incurred to redeem  COLAS
(the  "COLA Obligation"). Net Asset value represents the excess
of  the Fair Market Value (as defined in the Indenture) of  the
gross assets of the Company over the liabilities of the Company
other  than the COLA obligations and certain other liabilities.
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.

     The Company has received independent appraisals indicating
that  the  appraised value of substantially all  of  its  gross
assets as of December 31, 1996, was approximately $653 million.
Based  upon  the appraisals, the Company was able to  meet  the
Value  Maintenance  Ratio   as of December  31,  1996.   As  of
December 31, 1997, the Fair Market Value of the gross assets of
the Company is determined by Company 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 pursuant to the Indenture 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. Although  the  Company
believes the value of certain of its assets as of December  31,
1997,  may  be  lower than their value one  year  earlier,  the
Company  believes  that the values were  sufficient  to  be  in
compliance with the Value Maintenance Ratio.  There can  be  no
assurance that the Company will be able to sell its real estate
assets for their aggregate appraised value. Because of the size
and  diversity of the real estate holdings of the  Company  and
the  uncertainty of the Hawaii real estate market, it is likely
that  it  would  take a considerable period  of  time  for  the
Company  to sell its assets.  In recent years, the Company  has
sold  some  of  its real estate for less than  their  appraised
value to meet cash needs.  In addition, the aggregate value  of
the Company's assets could be negatively affected by the recent
financial difficulties in Southeast Asia and Japan.

     The Company uses the effective interest method and as such
interest on the COLAS is accrued at the Mandatory Base Interest
rate  (4%  per  annum).   The  Company  has  not  generated   a
sufficient  level  of  Net Cash Flow  to  pay  Contingent  Base
Interest (interest in excess of 4%) on the COLAS (see  Note  5)
from  1990 through 1997.  Contingent Base Interest through 2008
is  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,  proceeds  and  receipts  after
payment  of  cash  expenditures, excluding  federal  and  state
income  taxes  and after the establishment by  the  Company  of
reserves.  At  December 31, 2008, Contingent Base Interest  may
also  be  payable  to  the  extent of  Maturity  Market  Value.
Maturity Market Value generally means 90% of the excess of  the
Fair Market Value of the Company's assets at maturity over  its
liabilities  (including Qualified Allowance (described  in  the
next paragraph), but only to the extent earned and payable from
Net   Cash   Flow  generated  through  maturity)  at  maturity.
Approximately  $99.8 million of the $107.4  million  cumulative
deficiency  of Contingent Base Interest related to  the  period
from August 31, 1989 (Final Issuance Date) through December 31,
1997  has  not  been  accrued in the accompanying  consolidated
financial  statements as  the Company believes that it  is  not
probable at this time that a sufficient level of Net Cash  Flow
will  be  generated  in  the  future  or  that  there  will  be
sufficient Maturity Market Value as of December 31,  2008  (the
COLA  maturity date) to pay any such unaccrued Contingent  Base
Interest.   The following table is a summary of Mandatory  Base
Interest  and  Contingent Base Interest  for  the  years  ended
December 31, 1997, 1996 and 1995 (dollars are in millions):

                                     1997      1996      1995
                                     -----     -----     -----
Mandatory Base Interest paid      $    8.8       8.8      12.1
Contingent Base Interest paid           --        --        --
Cumulative deficiency of Contingent
   Base Interest at end of year   $  107.4      94.2      80.9

Net Cash Flow was $0 for 1997, 1996 and 1995.

      With  respect to any calendar year, JMB or its affiliates
may  receive a Qualified Allowance in an amount equal  to  1.5%
per  annum of the Fair Market Value of the gross assets of  the
Company (other than cash and cash equivalents and certain other
types of assets as provided for in the Indenture) for providing
certain  advisory  services to the Company. The  aforementioned
advisory  services, which are provided pursuant  to  a  30-year
Services  Agreement entered into between the  Company  and  JMB
Realty  Corporation ("JMB"), an affiliate of  the  Company,  in
November  1988, include making recommendations in the following
areas:  (i) the construction and development of real  property;
(ii)  land use and zoning changes; (iii) the timing and pricing
of  properties to be sold; (iv) the timing, type and amount  of
financing  to  be incurred; (v) the agricultural business;  and
(vi)  the  uses  (agricultural,  residential,  recreational  or
commercial)  for  the  land. However, the  Qualified  Allowance
shall be earned and paid for each year prior to maturity of the
COLAS only if the Company generates sufficient Net Cash Flow to
pay Mandatory and Contingent Base Interest for such year in  an
amount equal to 8% . Any portion of the Qualified Allowance not
paid  for any year shall cumulate without interest and  JMB  or
its affiliates shall be paid such deferred amount in succeeding
years,  only after the payment of all Contingent Base  Interest
for  such succeeding year and then, only to the extent that Net
Cash Flow exceeds levels specified in the Indenture.

     A  Qualified  Allowance  for 1989  of  approximately  $6.2
million  was  paid  on February 28, 1990.  Approximately  $64.5
million  of  Qualified Allowance related  to  the  period  from
January  1, 1990 through December 31, 1997 has not been  earned
and  paid,  and is payable only to the extent that  future  Net
Cash  Flow is sufficient. Accordingly, because the Company does
not believe it is probable at this time that a sufficient level
of  Net  Cash Flow will be generated in the future to  pay  the
Qualified  Allowance,  the Company  has  not  accrued  for  any
Qualified  Allowance payments 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
following table is a summary of the Qualified Allowance for the
years  ended December 31, 1997, 1996 and 1995 (dollars  are  in
millions):

                                 1997       1996       1995
                                 -----     -----       -----
Qualified Allowance calculated  $ 10.1       9.2       9.9
Qualified Allowance paid            --        --        --
Cumulative deficiency of Qualified
 Allowance at end of year       $ 64.5      54.4      45.2

     After the maturity date of the COLAS, JMB will continue to
provide  advisory services pursuant to the Services  Agreement,
the Qualified Allowance for such years will continue to be 1.5%
per  annum of the Fair Market Value of the gross assets of  the
Company  and its subsidiaries and the Qualified Allowance  will
continue to be payable from the Company's Net Cash Flow.   Upon
the  termination of the Services Agreement, if  there  has  not
been  sufficient Net Cash Flow to pay the cumulative deficiency
in  the  Qualified Allowance, if any, such amount would not  be
due or payable to JMB.

      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  (including Qualified Allowance, but  only  to  the
extent  earned and payable from Net Cash Flow generated through
maturity) at maturity, which liabilities have been incurred  in
connection  with  its operations), plus 55%  of  the  remaining
Maturity Market Value.


RESULTS OF OPERATIONS
GENERAL:

      The  Company and its subsidiaries report its taxes  as  a
part  of  the  consolidated  tax return  for  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 to additional paid-
in   capital or distributions from related earnings (deficit)
in   the  accompanying  consolidated   financial statements.
As  such,  the deferred  income  tax  liabilities
reflected on the Company's consolidated balance sheet  are  not
expected to result in cash payments by the Company.

     The  Company is assessing the modifications or replacement
of  its software that may be necessary for its computer systems
to function properly with respect to dates in the year 2000 and
thereafter.   The  Company does not believe that  the  cost  of
either  modifying  existing  software  or  converting  to   new
software  will have a material adverse impact on the  financial
condition of the Company and the Company's management is taking
action  to insure that that the year 2000 issue will  not  pose
significant operational problems for its computer systems.  The
Company  is  initiating discussions with parties with  whom  it
does  business  to  ensure that those parties have  appropriate
plans  to remediate year 2000 issues where their systems impact
the  Company's  operations.  There is  no  assurance  that  the
systems  of those parties will function properly and would  not
have an adverse effect on the Company's operations.

      Long-term debt decreased and the current portion of long-
term  debt  increased as of December 31, 1997  as  compared  to
December 31, 1996, due primarily to the reclassification of the
$10  million Mill Town Center loan from long-term to short-term
and principal payments made on long-term debt.  The decrease in
long-term  debt  is  partially  offset  by  approximately  $5.0
million of loan proceeds received related to the refinancing of
the WGCI loan in 1997.

     Interest expense increased for the year ended December 31,
1997  as  compared to the year ended December 31, 1996  due  to
additional affiliated financing.

      The  following  table  sets forth  operating  results  by
industry  segment  (see Note 13), for the years  indicated  (in
000's):

                                                 1997      1996      1995
                                                ------    ------   -------
Agriculture Segment:
     Revenues                                 $ 41,949    51,805    47,656
     Cost of  sales                            (40,862)  (54,640)  (53,430)
                                               --------- --------- ---------
                                                 1,087   ( 2,835)  ( 5,774)
     Operating expenses                         (4,460)  ( 4,690)  ( 5,108)
                                                -------  --------  --------
     Operating  income  (loss)                  (3,373)  ( 7,525)  (10,882)
                                                -------  --------  --------

Property Segment:
     Revenues                                   44,048    45,138    52,663
     Cost   of   sales                         (37,457)  (34,627)  (30,853)
                                               --------  --------  --------
                                                 6,591    10,511    21,810
     Operating expenses:
       Reduction to carrying value of
        investments  in  real estate            (2,279)  (18,315)       --
       Other                                    (9,713)  ( 9,779)  (10,688)
                                               -------- ---------  --------

     Operating income (loss):
      Reduction to carrying value of
        investments  in  real estate            (2,279)  (18,315)       --
      Other                                     (3,122)      732    11,122

Unallocated operating expenses
     (primarily overhead)                       (3,225)  ( 3,045)  ( 2,593)
                                                -------  --------  -------
Total  operating  loss                      $  (11,999)  (28,153)  ( 2,353)


     The variances in the above-noted results of operations for
the  Agriculture segment and the Property segment are discussed
in the following two sections, respectively.

AGRICULTURE SEGMENT:

      The  Company's  Agriculture segment  is  responsible  for
activities related to the cultivation, processing and  sale  of
sugar  cane  and coffee.  Agriculture's revenues are  primarily
derived from the Company's sale of its raw sugar.  Reference is
made  to  the  "Liquidity  and Capital  Resources"  section  of
"Management's  Discussion and Analysis  of Financial  Condition
and  Results  of  Operations" for  a  discussion  of  potential
uncertainties  regarding  the  price  of  raw  sugar  and   the
continuation of the Company's sugar cane operations.

      As  part  of  the  Company's agriculture operations,  the
Company  enters into commodities futures contracts and  options
in raw sugar as deemed appropriate to reduce the risk of future
price  fluctuations.  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.

1997 Compared to 1996

      During  1997, agriculture revenues were $41.9 million  as
compared  to $51.8 million in 1996.  The $9.9 million  decrease
was due primarily to (i) a decrease of $6.6 million in revenues
resulting from a 14% decrease in the tons of sugar sold in 1997
as  compared to 1996.  During 1997, approximately 109,000  tons
of sugar were sold as compared to 127,000 tons of sugar sold in
1996.   Approximately 12,000 tons of the raw sugar produced  in
late  1995 were delivered to C&H and recognized in revenues  in
1996; (ii) a $1.6 million decrease in revenues resulting from a
4%  decrease in the price of sugar to $359 per ton in  1997  as
compared  to  $374 per ton in 1996; and (iii)  a  $1.4  million
decrease in other agricultural revenues.

      During 1997, cost of sales were $40.8 million as compared
to  $54.6 million in 1996.  The $13.8 million decrease was  due
primarily  to:  (i) a $7.2 million decrease in  cost  of  sales
resulting  from a 14% reduction in the tons of  sugar  sold  in
1997  as compared to 1996 (as discussed above); and (ii) a $6.6
million  decrease  in cost of sales primarily  attributable  to
cost  reduction  efforts  for certain expenditures  related  to
sugar production.

      Agriculture operating revenues were $4.5 million and $4.7
million   for  1997  and  1996,  respectively,  and   consisted
primarily of depreciation expense.

     The decrease in the operating loss of $7.5 million in 1996
as  compared to $3.4 million in 1997 was due primarily  to  the
reductions in revenues and cost of sales (as discussed above).

1996 Compared to 1995

      During  1996, agriculture revenues were $51.8 million  as
compared  to $47.7 million in 1995.  The $4.1 million  increase
was  due  primarily to: (i) a $7.9 million increase in revenues
resulting form a 19% increase in the tons of sugar sold in 1996
as  compared to 1995.  During 1996, approximately 127,000  tons
of sugar were sold as compared to 106,000 tons of sugar sold in
1995  (as  discussed above); (ii) offset  in  part  by  a  $1.6
million  decrease in revenues resulting from a 3%  decrease  in
the  price of sugar to $374 per ton in 1996 as compared to $386
per  ton  in  1995;  and (iii) a $2 million increase  in  other
agriculture revenues due in part to the closure of  Oahu  Sugar
in 1995.

      During 1996, cost of sales were $54.6 million as compared
to  $53.4 million in 1995.  The $1.2 million increase  was  due
primarily  to:  (i) a $10.3 million increase in cost  of  sales
resulting  from  a 19% increase in the tons of  sugar  sold  in
1996,  as compared to 1995 (as discussed above) offset in  part
by (ii) a decrease in costs primarily due to approximately $8.1
million  of costs associated with the closure of operations  at
Oahu Sugar.

      Agriculture operating expenses were $4.7 million and $5.1
million   for  1996  and  1995,  respectively,  and   consisted
primarily of depreciation expense.

      The  decrease in the operating loss of $10.8  million  in
1995  as compared to $7.5 million in 1996 was due primarily  to
the  reductions  in  revenues and cost of sales  (as  discussed
above).

PROPERTY SEGMENT:

      The  Company's Property segment is responsible  for  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.

1997 Compared to 1996

      Revenues decreased slightly to $44.0 million in 1997 from
$45.1 million in 1996.  Property revenues include revenues from
land sales of approximately $21.2 million and $18.9 million for
1997  and  1996, respectively, and revenues from the operations
of the three golf courses owned by the Company of approximately
$15.6  million for 1997 and $15.2 million for 1996.  Land sales
included  revenues  in  1997 from $5.2 million  of  land  sales
related to the remaining four oceanfront lots at Kai Ala  Place
in  Kaanapali, approximately $4.8 million of land sales related
to  Kaanapali Golf Estates and $11.2 million primarily from the
sale  of  unentitled agricultural and conservation land parcels
on  Kauai and Hawaii.  Approximately $5.5 million of 1996  land
sales  related to the Kaanapali Golf Estates and the  remaining
$13.4  million  was  primarily  from  the  sale  of  unentitled
agricultural and conservation land parcels on Maui,  Kauai  and
Hawaii.

      During 1997, property cost of sales were $37.5 million as
compared  to $34.6 million in 1996.  The $2.9 million  increase
was  due primarily to an increase in costs associated with land
parcels sold (as discussed above).

      Property  operating expenses were $9.7 million  and  $9.8
million   for  1997  and  1996,  respectively,  and   consisted
primarily   of   employment  costs  and   other   general   and
administrative expenses.

      In  accordance  with  the provisions  of  the  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. Certain of the assets appraised
as  of  December 31, 1996 are properties that are either  being
actively  marketed by the Company or properties for  which  the
Company has a plan to sell the assets in the near future.  Five
of  the  land parcels expected to be disposed of by the Company
within the next two years, having a cost basis of approximately
$40.3  million were estimated by the Company to  have  a  total
fair  value, less costs to sell, of approximately $22.0 million
as  of  December 31, 1996. Accordingly, the Company recorded an
$18.3  million  loss in the fourth quarter of 1996  related  to
these properties, and the Company reduced its carrying value of
one  of its land parcels in the fourth quarter of 1997 by  $2.3
million to properly reflect the estimated market value of  this
land parcel.

      Property sales and cost of sales increased for  the  year
ended  December 31, 1997 as compared to the year ended December
31,  1996  (as  discussed  above),  however,  operating  income
deteriorated  primarily  due  to  lower  margins  realized   on
property sold during 1997.

1996 Compared to 1995

      Revenues  decreased to $45.1 million in 1996  from  $52.6
million   in  1995.   Property  revenues  include  land   sales
approximately  $18.9  million and $30.8 million  for  1996  and
1995,  respectively, and revenues from the  operations  of  the
Company's three golf courses which accounted for $15.2  million
in  1996 and $15.4 million in 1995, respectively.  The decrease
was  due  primarily to the decrease of $11.9  million  in  non-
strategic  land sales. During 1995, $4.1 million of land  sales
related to Kai Ala Place, $1.1 million related to the Kaanapali
Golf Estates and the remaining $25.6 million was primarily from
the  sale of agricultural and conservation land parcels on Maui
and Hawaii.

     During 1996, property costs of sales were $34.6 million as
compared  to $30.8 million in 1995.  The $3.8 million  increase
was  due primarily to an increase in costs associated with land
parcels sold (as discussed above) despite a decrease in revenue
from  land  sales which is primarily attributable to  the  weak
Hawaii economy.

      Property  operating expenses were $9.8 million and  $10.6
million  for  1996  and 1995, respectively,  and  consisted  of
employment costs and other general and administrative expenses.

      Property operating loss increased for the year  ended
December,  31, 1996 as compared to the year ended December  31,
1995 primarily due to a reduction in carrying value of investments
in real estate and to lower margins realized for the parcels sold in 1996.


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, L.L.C.

     INDEX


Report of Independent Auditors
Consolidated Balance Sheets, December 31, 1997 and 1996
Consolidated  Statements  of Operations  for  the  years  ended
December 31, 1997, 1996 and 1995
Consolidated  Statements of Stockholder's Equity (Deficit)  for
the years ended December 31, 1997, 1996 and 1995
Consolidated  Statements  of Cash Flows  for  the  years  ended
December 31, 1997, 1996 and 1995

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, 1997 and 1996
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, L.L.C.

      We  have  audited  the accompanying consolidated  balance
sheets of Amfac/JMB Hawaii, L.L.C. as of December 31, 1997  and
1996,  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, 1997.  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, L.L.C.  at
December 31, 1997 and 1996, and the consolidated results of its
operations  and its cash flows for each of the three  years  in
the   period  ended  December  31,  1997,  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 27 , 1998





<TABLE>
                    AMFAC/JMB HAWAII, L.L.C.

                  Consolidated Balance Sheets

                   December 31, 1997 and 1996

                     (Dollars in Thousands)
                          A s s e t s
<CAPTION>
                                                  1997           1996
                                                 ------        -------
<S>                                             <C>           <C>
Current assets:
  Cash and cash equivalents                      $9,115          8,736
  Receivables - net                               6,743          4,741
  Inventories                                    61,469         56,808
  Prepaid expenses                                2,648          3,439
                                                 -------       --------
          Total current assets                   79,975         73,724
                                                 -------       --------
Investments                                      46,496         46,187
                                                 -------       --------
Property, plant and equipment:
  Land and land improvements                     262,233       289,294
  Machinery and equipment                         63,497        60,981
  Construction in progress                         1,035         1,365
                                                 -------       --------
                                                 326,765       351,640
 Less accumulated depreciation and amortization   38,726        33,856
                                                 -------      --------
                                                 288,039       317,784
Deferred expenses                                 11,872        12,975
Other assets                                      37,863        32,935
                                                 -------       --------
                                              $  464,245       483,605
                                                ========       ========
                     L i a b i l i t i e s
Current liabilities:
  Accounts payable                            $    6,289        5,719
  Accrued expenses                                 9,213        9,274
  Current portion of long-term debt               11,243        1,471
   Current portion of deferred income taxes        4,325        5,422
  Amounts due to affiliates                       10,719        8,905
                                                 -------      --------
          Total current liabilities               41,789       30,791
                                                 -------      --------
Amounts due to affiliates                        125,290      103,579
Accumulated postretirement benefit obligation     54,375       57,662

                    AMFAC/JMB HAWAII, L.L.C.

            Consolidated Balance Sheets - Continued

                   December 31, 1997 and 1996

                        (Dollars in Thousands)

                                                  1997        1996
                                                --------     -------

Long-term debt                                    94,312     100,606
Other long-term liabilities                       34,525      35,501
Deferred income taxes                             84,151      88,345
Certificate of Land Appreciation Notes           220,692     220,692
                                                --------    --------
          Total liabilities                      655,134     637,176
                                                --------    --------

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                        14,384     14,384
Retained earnings (deficit)                     (205,274)  (167,956)
                                                --------   --------
     Total stockholder's equity (deficit)       (190,889)  (153,571)
                                                 --------  --------
                                                 464,245    483,605
                                                =========  =========











<FN>

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


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

          Years ended December 31, 1997, 1996 and 1995
                     (Dollars in Thousands)

<CAPTION>
                                                  1997     1996     1995
                                                 ------   -----    ------
<S>                                            <C>       <C>      <C>
Revenues:
  Agriculture                                $  41,949    51,805    47,656
  Property                                      44,048    45,138    52,663
                                                -------  -------   -------
                                                85,997    96,943   100,319
                                                -------  -------   -------
Cost of sales:
  Agriculture                                   40,862    54,640    53,430
  Property                                      37,457    34,627    30,853
                                                -------  -------   -------
                                                78,319    89,267    84,283
Operating expenses:
  Selling, general and administrative           11,188    11,160    11,666
  Depreciation and amortization                  6,210     6,354     6,723
  Reduction to carrying value of investments in
  real estate                                    2,279    18,315        --
                                                -------  -------   -------
       Total costs and expenses                 97,996   125,096   102,672
                                                -------  -------   -------
       Operating loss                          (11,999)  (28,153)   (2,353)
                                                -------  -------   -------
Non-operating income (expenses):
  Amortization of deferred costs                (1,347)   (1,222)   (1,557)
   Interest income                                 386       463     1,288
   Interest expense                            (29,649)  (26,297)  (25,233)                                                   --
                                               -------   -------   --------
                                               (30,610)  (27,056)  (25,502)
                                               -------   -------   --------

    Loss before taxes and extraordinary item   (42,609)  (55,209)  (27,855)
      Income tax benefit                       (17,037)  (21,043)   (8,019)
                                               -------   --------   -------
          Loss before extraordinary item       (25,572)  (34,166)  (19,836)
 Extraordinary gain from extinquishment of debt
  (less applicable income taxes of $20,807)         --         --   32,544
                                                -------  --------   ------
          Net   income   (loss)                (25,572)  (34,166)   12,708
                                               ========  =======   ========



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

<TABLE>
                    AMFAC/JMB HAWAII, L.L.C.

   Consolidated Statements of Stockholder's Equity (Deficit)

          Years ended December 31, 1997, 1996 and 1995

                     (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, 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    14,384  (128,573) (114,188)

Net loss                              --       --    (34,166)  (34,166)
Capital distribution -
current income taxes (note 12)        --       --     (5,217)   (5,217)
                                   -------  -------   -------  --------
Balance,  December 31, 1996     $       1    14,384 (167,956) (153,571)
Net loss                              --       --    (25,572)  (25,572)
Capital distribution -
current  income taxes (note 12)       --       --    (11,746)  (11,746)
                                   -------  -------- -------- ---------
Balance,  December 31, 1997     $       1    14,384 (205,274) (190,889)
                                 ========   ======== ======== =========



<FN>

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

</TABLE>
<TABLE>
                    AMFAC/JMB HAWAII, L.L.C.

             Consolidated Statements of Cash Flows

          Years ended December 31, 1997, 1996 and 1995

                     (Dollars in Thousands)
<CAPTION>
                                                  1997      1996     1995
                                                --------  -------- -------
<S>                                           <C>       <C>      <C>
Cash flows from operating activities:
  Net income (loss)                           $ (25,572) (34,166)  12,708
  Items not requiring (providing) cash:
    Depreciation and amortization                 6,210    6,354    6,723
    Amortization of deferred costs                1,347    1,222    1,557
    Equity in earnings of investments               111      (14)      69
    Income tax expense (benefit)                (17,037) (21,043)  12,788
   Extraordinary gain from extinguishment of debt    --       --  (53,351)
    Reduction to carrying value of investments
     in real estate                               2,279   18,315       --
    Deferred interest                             1,039    1,441       --
    Interest on advances from affiliates          5,083       --       --
  Changes in:
    Receivables - net                            (2,002)   3,979    6,223
    Inventories                                  19,201   22,052   12,364
    Prepaid expenses                                791     (337)   1,277
    Accounts payable                                570   (2,843)  (1,320)
    Accrued expenses                                (61)  (3,994)  (2,104)
    Amounts due to affiliates                     1,814  (13,957)  12,751
    Other long-term liabilities                  (4,125)  (4,489)  (7,006)
                                                -------  -------  -------
     Net cash provided by (used in)
       operating activities                     (10,352) (27,480)   2,679
                                                -------  -------   ------
Cash flows from investing activities:
  Property additions                             (2,766)  (4,257)  (5,145)
  Property sales, disposals and retirements - net   160       63    4,478
  Investments in joint ventures and partnerships   (420)  (1,093)    (103)
  Short-term investments                             --       --   31,998
  Other assets                                   (4,928)  (4,467)  (1,927)
  Other long-term liabilities                    (1,063)     (53)  (4,945)
                                                 -------  -------   ------
    Net cash provided by (used in)
    investing activities                         (9,017)  (9,807)   24,356
                                                 -------  -------   ------
Cash flows from financing activities:
   Deferred  expenses                              (244)      28        29
Payment to redeem and purchase Certificate of
    Land Appreciation Notes (COLAS)                  --       --  (105,452)
Net amounts due to affiliates                    16,628   26,668    61,814
Net (repayments) proceeds of long-term debt       3,364    7,582    (2,489)
Other costs related to extinguishment of debt       --        --      (894)
                                                 -------  -------  -------
Net cash provided by (used in)
   financing activities                          19,748   34,278   (46,992)
                                                 -------  -------  -------
  Net increase (decrease) in cash and cash
   equivalents                                      379   (3,009)  (19,957)
  Cash and cash equivalents, beginning of year    8,736   11,745    31,702
                                                 -------  -------  -------
   Cash and cash equivalents, end of year    $    9,115    8,736    11,745
                                                 =======  =======  =======
Supplemental disclosure of cash flow information:
  Cash paid for interest
  (net of amount capitalized)                $   24,816   31,111    24,347
                                                 =======  =======  =======
  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         23,862   29,219     9,240
                                                =======   =======   =======



                   AMFAC/JMB HAWAII, L.L.C.

       Consolidated Statements of Cash Flows - Continued

          Years ended December 31, 1997, 1996 and 1995

                     (Dollars in Thousands)

                                                 1997      1996      1995
                                               --------  -------    -------

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, L.L.C.

          Notes to Consolidated Financial Statements

                    (Dollars in Thousands)

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION AND BASIS OF ACCOUNTING

      Amfac/JMB  Hawaii,  L.L.C. (the "Company")  is  a  Hawaii
limited  liability  company.  The Company  is  wholly-owned  by
Northbrook Corporation. The primary business activities of  the
Company  are land development and sales, golf course management
and agriculture. The Company owns approximately 43,000 acres of
land located on the islands of Oahu, Maui, Kauai and Hawaii  in
the State of Hawaii.  All of this land is held by the Company's
wholly-owned subsidiaries. In addition to its owned lands,  the
Company   leases  approximately  55,000  acres  of  land   used
primarily in conjunction with its agricultural operations.  The
Company's  operations  are  subject to  significant  government
regulation.

     The  Company  is the successor to Amfac/JMB  Hawaii,  Inc.
("A/J  Hawaii").  On March 3, 1998, A/J Hawaii was merged  (the
"Merger")  with and into the Company pursuant to  an  Agreement
and  Plan  of  Merger  dated February  27,  1998  (the  "Merger
Agreement")  by  and between A/J Hawaii and the Company  (which
was  then  named  Amfac/JMB Mergerco, L.L.C.). The  Merger  was
consummated  to  change the Company's form  of  entity  from  a
corporation to a limited liability company.  The Company was  a
nominally  capitalized  limited  liability  company  which  was
formed  on  December  24,  1997,  solely  for  the  purpose  of
effecting  the Merger. The Company succeeded to all the  assets
and  liabilities  of A/J Hawaii in accordance with  the  Hawaii
Business  Corporation  Act  and  the  Hawaii  Uniform   Limited
Liability  Company Act.  In addition, A/J Hawaii, the  Company,
The  First National Bank of Chicago (the "Trustee") and various
guarantors  entered into a Second Supplemental Indenture  dated
as  of  March 1, 1998, pursuant to which the Company  expressly
assumed all obligations of A/J Hawaii under the Indenture dated
as of March 14, 1989, as amended (the "Indenture") by and among
A/J  Hawaii,  the Trustee and the guarantors named therein  and
the  Certificates of Land Appreciation Notes due 2008  Class  A
(the "Class A COLAS") and the Certificates of Land Appreciation
Notes Class B (the "Class B COLAS" and, collectively, with  the
Class  A  COLAS the "COLAS").  The Merger did not  require  the
consent  of  the holders of the COLAS under the  terms  of  the
Indenture.  The Company has succeeded to A/J Hawaii's reporting
obligations  under  the Securities Exchange  Act  of  1934,  as
amended.  Unless otherwise indicated, references to the Company
prior  to  March 3, 1998 shall mean A/J Hawaii and A/J Hawaii's
subsidiaries.

      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.




                   AMFAC/JMB HAWAII, L.L.C.

    Notes to Consolidated Financial Statements - Continued

                    (Dollars in Thousands)

     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 $5,400 and $4,900 at December 31, 1997 and 1996,
respectively)  as  cash equivalents which approximates  market.
These  amounts include $2,067 and $1,552 at December  31,  1997
and 1996, respectively, which were restricted primarily to fund
debt  service  on long-term debt related to the acquisition  of
power generation equipment (see note 6).

     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  $.348
per  Class  B  COLA and from approximately $.482 to  $.565  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,  1997  in  the
accompanying  consolidated financial statements),  the  implied
SFAS  No. 107 value of the COLAS would range from approximately
$108,000   to   $133,000.  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,
1997 at this value. Reference is made to note 5 for results  of
the  Redemption and Tender Offer. In January 1998, an affiliate
of  the  Company  extended a Tender Offer  to  purchase  up  to
approximately  $65,421  principal  of  Separately  Certificated
Class B COLAs (see Note 5).
                   AMFAC/JMB HAWAII, L.L.C.

    Notes to Consolidated Financial Statements - Continued

                    (Dollars in Thousands)

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 December 31,
1997   and   1996,   which   includes  $10,800   and   $13,800,
respectively,  related to agricultural operations,  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  support  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,  sets a target price range for raw sugar. The target  raw
sugar   price  established  by  the  government,  is  supported
primarily  by the setting of quotas to restrict the importation
of raw sugar to the U.S. There can be no assurance that, in the
future,  the  government price support will not be  reduced  or
eliminated  entirely.  Such a reduction or  an  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.  The  sugar  futures  contracts
obligate the Company to make or receive a payment equal to  the
net  change  in  value of the contracts at its  maturity.   The
sugar  option contracts permit, but do not require, the Company
to purchase specified numbers of futures contracts at specified
prices until the expiration dates of the contracts.  The  sugar
futures and options contracts are designated as hedges  of  the
Company's  firm sales commitments, are short-term in nature  to
correspond  to  the  commitment period, and  are  effective  in
hedging  the  Company's  exposure to changes  in  sugar  prices
during that cycle.

     These contracts are marked to market with unrealized gains
and losses deferred and recognized in earnings when realized as
an  adjustment to cost of sales as part of the production  cost
(the  deferral accounting method).  The related amounts due  to
or  from  the  exchange are included in inventory.   Unrealized
changes  in  fair  value of contracts no  longer  effective  as
hedges  are  recognized in income from the date  the  contracts
become ineffective until their expiration.

     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.


                         AMFAC/JMB HAWAII, L.L.C.

     Notes to Consolidated Financial Statements - Continued

                    (Dollars in Thousands)

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 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
$1,272  and  $1,327 have been capitalized for the  years  ended
1997  and  1996,  respectively. No material amounts  have  been
capitalized for the year ended 1995.

      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, which reflected a decline in  value  for
certain  properties.  Certain of the  assets  appraised  as  of
December 31, 1996 are properties that are either being actively
marketed by the Company or properties for which the Company has
a  plan to sell the assets in the near future. Five of the land
parcels  expected to be disposed of by the Company  within  the
next  two  years, having a cost basis of approximately  $40,280
were  estimated  by  the Company to have a  total  fair  market
value,  less  costs  to sell, of approximately  $21,965  as  of
December 31, 1996. Accordingly, the Company recorded a  $18,315
loss  in the fourth quarter of 1996 related to these properties
and  the Company reduced its carrying value of one of its  land
parcels  in  the  fourth quarter of 1997  by  $2.3  million  to
properly  reflect  the  estimated market  value  of  this  land
parcel.

     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, 1997, 1996 and 1995.

     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, L.L.C.

     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 to additional paid-in capital
or distributions to retained earnings (deficit) 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.

     RECLASSIFICATIONS

      Certain  amounts  in  the  December  31,  1995  and  1996
financial statements have been reclassified to conform  to  the
December 31, 1997 presentation.




                   AMFAC/JMB HAWAII, L.L.C..

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

(2)  ASSETS AND LIABILITIES INFORMATION
                                                       1997      1996
                                                      -------   --------
    Receivables - net:
       Trade accounts and notes (net of allowance) $   1,529     2,161
       Sugar and molasses                              4,055     1,663
       Other                                           1,159       917
                                                      -------   -------
                                                   $   6,743     4,741
                                                      =======   =======
    Accrued expenses:
       Payroll and benefits                        $   2,537     2,540
       Interest                                        4,454     4,470
       Other                                           2,222     2,264
                                                      -------   -------
                                                   $   9,213     9,274
                                                      =======   =======

(3)  INVESTMENTS

      The  Company's investments at December 31, 1997 and  1996
consist of the following:
                                                       Carrying Value
                                                       ---------------

                                        Ownership
 Description                            Percentage     1997      1996
 -----------                           -----------    ------    ------
     Sugar Cooperatives                    26.0%    $    41         41
     North Beach Joint Venture             50.0%     46,455     46,146
                                                     -------   -------
                                                    $46,496     46,187
                                                    =======    =======

     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.

     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.










                   AMFAC/JMB HAWAII, L.L.C.

    Notes to Consolidated Financial Statements - Continued

                    (Dollars in Thousands)

       The  following  is  the  condensed,  combined  financial
statement  information (unaudited) of HSTC and the North  Beach
joint venture:
                                     1997                   1996
                            ----------------------   -------------------
                              North Beach             North Beach
                             Joint Venture   HSTC    Joint Venture   HSTC
                            --------------  -----    -------------  -----

Current assets              $     319       21,260        255       13,313

Noncurrent assets              40,100           16     40,100        1,907
Current  liabilities             (274)     (21,167)      (202)     (13,711)
Noncurrent    liabilities          --           --         --       (1,400)
                              -------       -------    -------      -------
Equity                      $  40,145          109     40,153          109
                              =======      ========   ========      =======


                                        1997         1996        1995
                                       ------       ------      ------
      Revenue                        $135,993       203,406     202,954
      Cost and expenses                16,332        19,755      20,493
                                      --------     --------     --------
      Net income                     $119,661       183,651     182,461
                                     =========     =========    ========

(4)  AMOUNTS DUE AFFILIATES - FINANCING

     The approximately $15,097 of remaining acquisition-related
financing  owed to affiliates had a maturity date  of  June  1,
1998 and bore interest at a rate per annum based upon the prime
interest rate (8.5% at December 31, 1997), 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 had 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 were payable interest only, matured on June  1,
1998  and carried 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%.  The Company borrowed an additional $16,628 during 1997  to
fund COLA Mandatory Base Interest and operational needs from  a
subsidiary of Northbrook under a separate note which is payable
interest only and accrues at the prime rate plus 2%.


                   AMFAC/JMB HAWAII, L.L.C.

     Notes to Consolidated Financial Statements - Continued

                     (Dollars in Thousands)

(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,
proceeds  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) or Maturity Market Value (as  defined
below).   The Company has not generated a sufficient  level  of
Net Cash Flow to pay Contingent Base Interest on the COLAS from
1990  through  1997.  Approximately  $99,787  of  the  $107,411
cumulative  deficiency of Contingent Base Interest  related  to
the  period from August 31, 1989 (Final Issuance Date)  through
December  31,  1997  has not been accrued in  the  accompanying
consolidated financial statements as the Company believes  that
it  is not probable at this time that a sufficient level of Net
Cash Flow will be generated in the future or that there will be
sufficient  Maturity  Market Value (as  defined  below)  as  of
December  31,  2008  (the  COLA  maturity  date)  to  pay  such
unaccrued  Contingent Base Interest. The following table  is  a
summary of Mandatory Base Interest and Contingent Base Interest
for the years ended December 31, 1997, 1996 and 1995:
                                      1997        1996       1995
                                      -----       -----      -----
Mandatory  Base Interest paid       $  8,828       8,828     12,109
Contingent  Base Interest paid            --           --        --
Cumulative deficiency of Contingent
  Base Interest at end of year      $107,411      94,169     80,927

Net Cash Flow was $0 for 1997, 1996 and 1995.

      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  (including   Qualified
Allowance, but only to the extent earned and payable  from  Net
Cash  Flow  generated  through  maturity)  at  maturity,  which
liabilities   have  been  incurred  in  connection   with   its
operations), plus 55% of the remaining Maturity Market Value.

      On  March 14, 1989, Amfac/JMB Finance ("AJF"), a  wholly-
owned subsidiary of Northbrook, and the Company entered into an
agreement   (the   "Repurchase  Agreement")  concerning   AJF'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

                   AMFAC/JMB HAWAII, L.L.C.

    Notes to Consolidated Financial Statements - Continued

                    (Dollars in Thousands)

interest paid per Class A COLA through June 1, 1995 was  $.135.
The repurchase of the Class B COLAS may be requested of AJF  by
the  holders of such COLAS on June 1, 1999 at a price equal  to
125% of the original principal amount of such COLAS ($.5) minus
all payments of principal and interest allocated to such COLAS.
Northbrook Corporation, the ultimate parent of the Company,  is
currently  implementing plans intended to  generate  sufficient
funds  to  meet  the maximum potential repurchase  obligations.
Although  there can be no assurances that any or all  of  these
plans will be successfully completed, the Company is optimistic
that  the  funds  necessary to meet the repurchase  obligations
will  be raised if these plans are completed.  Failure to  meet
the  repurchase  obligations could  lead  to  a  claim  against
Finance and, in turn, Northbrook.  As of December 31, 1997, the
cumulative  interest  paid per Class A and  Class  B  COLA  was
approximately $.185 and $.185, respectively.

      On  March  14, 1989, Northbrook entered into a  keep-well
agreement  with AJF, whereby it agreed to contribute sufficient
capital  or  make loans to AJF to enable AJF to meet  its  COLA
repurchase obligations described above.  Notwithstanding  AJF'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  of December 31, 1997, the Company had approximately
156,000  Class A COLAS units and approximately 286,000 Class  B
COLAS   units   outstanding,  with  a  principal   balance   of
approximately $78,000 and $143,000, respectively.

       As   a   result  of  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 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).



                   AMFAC/JMB HAWAII, L.L.C.

    Notes to Consolidated Financial Statements - Continued

                    (Dollars in Thousands)

    On  January  30,  1998, Amfac Finance  Limited  Partnership
("Amfac  Finance"),  an  Illinois limited  partnership  and  an
affiliate  of the Company extended a Tender Offer  to  Purchase
(the  "Tender  Offer")  up to approximately  $65,421  Principal
amount  of  Separately Certificated Class  B  COLAS  ("Separate
Class B COLAS") for cash at a unit price of $.375 to be paid by
Amfac  Finance on each Separate Class B COLA on or about  March
24,  1998.  The maximum cash to be paid under the Tender  Offer
is  approximately $49,066 (130,842 Separate Class B COLAS at  a
unit   price  of  $.375  for  each  separate  Class  B   COLA).
Approximately 62,800 Separate Class B COLAs were  submitted  to
Amfac  Finance  for  repurchase pursuant to  the  Tender  Offer
requiring   an   aggregate  payment   by   Amfac   Finance   of
approximately $23,542 on March 31, 1998. The Tender Offer  will
not  reduce  the outstanding indebtedness of the Company.   The
Separate  Class  B  COLAS  to  be purchased  by  Amfac  Finance
pursuant  to  Tender Offer will remain outstanding pursuant  to
the  terms of the Indenture that governs the terms of the COLAS
(the "Indenture").  Except as provided in the last sentence  of
this  paragraph,  Amfac Finance will be entitled  to  the  same
rights  and  benefits of any other holder of Separate  Class  B
COLAS,  including having the ability to have AJF to  repurchase
on  June  1,  1999, the Separate Class B COLAS  that  it  owns.
Amfac  Finance has not yet determined whether it  will  require
AJF  to so repurchase the Separate Class B COLAS which it  will
own  on such date.  Since Amfac Finance is an affiliate of  the
Company,  Amfac  Finance  will not be able  to  participate  in
determining  whether  the  holders of  the  required  principal
amount  of  debt  under  the Indenture have  concurred  in  any
direction, waiver or consent under the terms of the Indenture.

    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,

                   AMFAC/JMB HAWAII, L.L.C.

    Notes to Consolidated Financial Statements - Continued

                    (Dollars in Thousands)

1997 to June 30, 1998 and 8.5% thereafter ("Minimum Interest").
The  Company  made  payments  in 1997  totaling  $4,989,  which
represents  the Minimum Interest due through October  1,  1996.
Accrued  Minimum Interest as of December 31, 1997  was  $1,289.
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  $4,189  as of December 31,  1997.  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  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  $4,765  and  $0,
respectively,  as of December 31, 1997 and bear interest  at  a
rate equal to prime rate (8.5% at December 31, 1997) 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 consisted of  two  $10,000
amortizing loans.  Each loan bore 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 bore interest at prime plus 1/2%  and  LIBOR
(5.8125%  at  December  31,  1997) plus  3%,  respectively.  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. 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, 1997, the
outstanding   balance  was  $24,790,  with   scheduled   annual
principal maturities of $243 in 1998, $248 in 1999 through 2006
and the balance of $22,563 in 2007.




                   AMFAC/JMB HAWAII, L.L.C.

    Notes to Consolidated Financial Statements - Continued

                    (Dollars in Thousands)

     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 (8.5% at December 31, 1997) plus  .5%
and matures on December 1, 1998.

(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:
                                         1997       1996      1995
                                        ------     ------    ------
   Minimum and fixed rents              $2,280      2,357     2,789
   Contingent payments                   1,340      1,181     1,261
   Property taxes, insurance and other
   charges                               1,008      1,241       445
                                        -------    ------    ------
                                       $ 4,628      4,779     4,495
                                       ========   ========   =======

Future  minimum  lease  payments under noncancelable  operating
leases  aggregate approximately $12,466 and are due as follows:
1998,  $2,130; 1999, $2,000; 2000, $1,892; 2001, $1,631;  2002,
$1,251; 2003 and thereafter $3,562.

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  $545,  $628
and  $961 for the years ended December 31, 1997, 1996 and 1995,
respectively.


                   AMFAC/JMB HAWAII, L.L.C.

    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.

       For   measuring  the  expected  postretirement   benefit
obligation,  an 11% annual rate of increase in the  per  capita
claims  cost was assumed for 1997 through 2003. 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,  1997  by 6% and the aggregate of the service and  interest
cost components of net periodic postretirement benefit cost for
the year then ended by 7%.

Net  periodic  postretirement benefit cost (credit)  for  1997,
1996 and 1995 includes the following components:

                   December 31,       December  31,        December 31,
                        1997               1996                1995
                ------------------   -----------------   ----------------
                       Life                  Life                Life
             Medical Insurance      Medical Insurance    Medical Insurance
              Plans    Plans  Total  Plans   Plans  Total  Plans   Plan Total
             ------  -------- ------ -----  -----  -----  ------ ------ -----
Service cost $  291     12     303    394     23     417    378   15     393
Interest cost 1,585    282   1,867  1,681    289   1,970  1,991  296   2,287
Amortization of
net(gain)loss(3,195)    35  (3,160)(3,396)    30  (3,366)(3,310)  24  (3,286)
              ----    ----   -----  ------  -----  -----  -----  ----- -----

Net periodic
 postretirement
 benefit cost
  (credit)   $(1,319)  329    (990) (1,321)  342   (979)  (941)  335   (606)
             ======  ======  ======  ====== ====== =====  ====== ===== =====


                   AMFAC/JMB HAWAII, L.L.C.

    Notes to Consolidated Financial Statements - Continued

                    (Dollars in Thousands)

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, 1997 and 1996:

                                   December 31,             December  31,
                                       1997                       1996
                               -------------------        ------------------
                                        Life                    Life
                              Medical Insurance       Medical Insurance
                               Plans    Plan   Total   Plans    Plan    Total
                             -------   -----   -----    -----  -----   ------
Accumulated postretirement
 benefit obligation:
   Retirees                 $15,821    3,753  19,574   17,385  3,827   21,212
  Fully eligible active plan
   members                      173       22     195      195     16      211
  Other active plan members   5,446      169   5,615    4,514    164    4,678
                             ------    ------  ------  ------  ------  ------
                             21,440    3,944  25,384   22,094  4,007   26,101
Unrecognized net gain (loss) 29,437     (446) 28,991   31,912   (351)  31,561
                             ------    ------ ------  ------   ------   -----
Accumulated postretirement
 benefit cost                50,877    3,498  54,375   54,006  3,656   57,662
                             ======    ====== ======  ======   ======  ======

     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,  1997,  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,
1997,  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, 1997 and 1996.

(9)  TRANSACTIONS WITH AFFILIATES

      The  Company  incurred interest expense of  approximately
$12,083,  $8,935, and $5,360 for the years ended  December  31,
1997,  1996  and  1995, respectively, in  connection  with  the
financing  obtained from an affiliate (see note  4),  of  which
$1,666 was unpaid as of December 31, 1997.



                      AMFAC/JMB HAWAII, L.L.C.

    Notes to Consolidated Financial Statements - Continued

                    (Dollars in Thousands)

     With  respect to any calendar year, JMB Realty Corporation
("JMB"),  an  affiliate of the Company, 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. The aforementioned advisory services,
which  are  provided  pursuant to a 30-year Services  Agreement
entered  into  between the Company, certain of its subsidiaries
and JMB in November 1988, include making recommendations in the
following areas: (i) the construction and development  of  real
property;  (ii) land use and zoning changes; (iii)  the  timing
and pricing of properties to be sold; (iv) the timing, type and
amount  of  financing  to  be incurred;  (v)  the  agricultural
business;   and,  (vi)  the  uses  (agricultural,  residential,
recreational   or  commercial)  for  the  land.  However,   the
Qualified  Allowance shall be earned and  paid  for  each  year
prior  to  maturity of the COLAS only if the Company  generates
sufficient Net Cash Flow to pay Base Interest to the holders of
the COLAS for such year of an amount equal to 8% of the balance
of  the  COLAS  for  such year; any portion  of  the  Qualified
Allowance not paid for any year shall cumulate without interest
and  JMB  or  its  affiliates shall be paid  such  amount  with
respect  to  any  succeeding year, after  the  payment  of  all
Contingent Base Interest for such year, to the extent  of  100%
of  remaining Net Cash Flow until an amount equal to 20% of the
Base  Interest  with respect to such year has  been  paid,  and
thereafter,  to the extent of the product of (a) remaining  Net
Cash Flow, multiplied by (b) a fraction, the numerator of which
is  the cumulative deficiency as of the end of such year in the
Qualified Allowance and the denominator of which is the sum  of
the  cumulative deficiencies as of the end of such year in  the
Qualified  Allowance  and Base Interest. A Qualified  Allowance
for 1989 of approximately $6,200 was paid on February 28, 1990.
Approximately  $64,489 of Qualified Allowance  related  to  the
period  from January 1, 1990 through December 31, 1997 has  not
been  earned and paid and is payable only from future Net  Cash
Flow.  Accordingly, because the Company does not believe it  is
probable at this time that a sufficient level of Net Cash  Flow
will be generated in the future to pay Qualified Allowance, the
Company  has  not  accrued for any Qualified Allowance  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 following table is a summary of
the  Qualified Allowance for the years ended December 31, 1997,
1996 and 1995.

                                          1997      1996      1995
                                         -----    ------    ------
Qualified Allowance calculated         $ 10,082    9,240     9,901
Qualified Allowance paid               $     --       --        --
Cumulative deficiency of Qualified
 Allowance at end of year              $ 64,489   54,407    45,167

Net Cash Flow was $0 for 1997, 1996 and 1995.

     After the maturity date of the COLAS, JMB will continue to
provide  advisory services pursuant to the Services  Agreement,
the  Qualified Allowance for such years will continue to be  1-
1/2% per annum of the Fair Market Value of the gross assets  of
the  Company  and its subsidiaries and the Qualified  Allowance
will  continue to be payable from the Company's Net Cash  Flow.
Upon  the  termination of the Services Agreement, if there  has
not  been  sufficient  Net  Cash Flow  to  pay  the  cumulative
deficiency  in  the Qualified Allowance, if  any,  such  amount
would not be due or payable to JMB.


                   AMFAC/JMB HAWAII, L.L.C.

    Notes to Consolidated Financial Statements - Continued

                    (Dollars in Thousands)

      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, 1997, 1996 and 1995 was approximately $658,
$653  and  $587, respectively, of which $658 was unpaid  as  of
December  31, 1997. In addition, as of December 31,  1997,  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, 1997.

      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, 1997, 1996 and 1995 was approximately $742,
$774  and  $653,  respectively, all of which  was  paid  as  of
December 31, 1997.

      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, 1997, 1996 and  1995
of  approximately  $780,  $1,460 and $7,868,  respectively,  of
which  $1,005  was  unpaid  as of  December  31,  1997.   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.  The  Company
borrowed  an  additional  $16,628  during  1997  to  fund  COLA
Mandatory Base Interest and operational needs from a subsidiary
of  Northbrook under a separate note, which is payable interest
only  and  accrues  at the prime interest  rate  plus  2%.


(10) SIGNIFICANT CUSTOMER

      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.

                   AMFAC/JMB HAWAII, L.L.C.

    Notes to Consolidated Financial Statements - Continued

                    (Dollars in Thousands)


(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 $877 as of December
31,  1997.  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, 1997, certain portions of the Company's
land   not  currently  under  development  or  used  in   sugar
operations  are mortgaged as security for $7,300 of performance
bonds related to property development.


                   AMFAC/JMB HAWAII, L.L.C.

    Notes to Consolidated Financial Statements - Continued

                    (Dollars in Thousands)

(12)  INCOME TAXES

      Total  income tax expense (benefit) for the  years  ended
December 31, 1997, 1996 and 1995 was allocated as follows:

                                         1997     1996    1995
                                        ------   ------   ------
Loss  before extraordinary gain       $(17,037) (21,043)  (8,019)
Extraordinary gain                          --       --    20,807
                                       -------   ------    ------
                                      $(17,037) (21,043)   12,788
                                       =======  =======   =======

    Income  tax  expense (benefit) attributable to loss  before
extraordinary gain for the years ended December 31, 1997,  1996
and 1995 consists of:

                                       Current   Deferred    Total
                                       -------  ---------  -------
Year ended December 31, 1997:
   U.S. federal                      $ (9,939)   (4,477)  (14,416)
  State                                (1,807)     (814)   (2,621)
                                       -------  --------  --------
                                     $(11,746)   (5,291)  (17,037)
                                       ========  =======  ========
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)
                                      =======   =======    =======


                      AMFAC/JMB HAWAII, L.L.C.

    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:
                                              1997     1996    1995
                                             ------   ------  ------

Computed "expected" tax benefit            $(14,914) (19,323) (9,749)
Increase (reduction) in income taxes
 resulting from:
  Pension and Core Retirement Award expense     226      321   2,478
  State income taxes, net of federal income
  tax benefit                                (1,747)  (2,158)   (823)
Other, net                                       42      117      75
Charitable deduction of appreciated property   (644)     --       --
                                             -------  -------  -------
      Total                                $(17,037) (21,043) (8,019)
                                            ========  =======  =======

                   AMFAC/JMB HAWAII, L.L.C.

    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, 1997 and 1996 are as follows:

                                                     1997       1996
                                                   ---------  --------
Deferred tax (assets):
  Postretirement benefits                     $    (21,206)  (22,488)
  Interest accruals                                 (3,021)   (2,975)
  Other accruals                                    (3,274)   (3,549)
                                                   --------  --------
     Total deferred tax assets                     (27,501)  (29,012)
                                                   --------  --------

 Deferred tax liabilities:
  Accounts receivable related to profit on sales
  of sugar                                           3,960     3,065
 Inventories, principally due to sugar production
 costs, capitalized costs, capitalized interest
 and purchase accounting adjustments                (1,422)      258
 Plant and equipment, principally due to
 depreciation and purchase accounting adjustments    8,759     8,129
 Land and land improvements, principally due to
 purchase accounting adjustments                    84,004    89,537
 Deferred gains due to installment sales for
 income tax purposes                                 7,456     7,429
Investments in unconsolidated entities,
 principally due to purchase
 accounting adjustments.                            13,220    14,361
                                                   -------   -------
 Total deferred tax liabilities                    115,977   122,779
                                                   -------   -------
     Net deferred tax liability                  $  88,476    93,767
                                                 =========  ========
(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.

                   AMFAC/JMB HAWAII, L.L.C.

    Notes to Consolidated Financial Statements - Continued

                    (Dollars in Thousands)


      Total  revenues, operating income (loss), assets, capital
expenditures,  and  depreciation and amortization  by  industry
segment for 1997, 1996 and 1995 are set forth below:
                                 1997       1996      1995
                                 -----    ------     ------
     Revenues:
       Agriculture              $41,949   51,805     47,656
       Property                  44,048   45,138     52,663
                                -------- --------   --------
                                $85,997   96,943    100,319
                               ========  ========   ========
     Operating income (loss):
       Property:
         Reduction to carrying value
         of investments in real
          estate                $(2,279) (18,315)        --
         Other                   (3,122)     732     11,122
        Agriculture              (3,373)  (7,525)   (10,882)
        Other                    (3,225)  (3,045)    (2,593)
                               --------  --------   --------
                               $(11,999) (28,153)    (2,353)
                               ========  ========   ========
     Total assets:
       Property                $222,745  225,372    199,999
       Agriculture              222,693  239,222    304,170
       Other                     18,807   19,011     23,429
                               -------- --------   --------
                              $ 464,245  483,605    527,598
                               ======== ========   ========
     Capital expenditures:
       Property               $     621      845      1,529
       Agriculture                2,132    3,160      3,616
       Other                         13      252         --
                                -------   --------  --------
                              $  2,766      4,257     5,145
                                =======   ========  ========
     Depreciation and amortization:
       Property               $   2,275    2,179      1,991
       Agriculture                3,890    4,120      4,538
       Other                         45       55        194
                                -------   -------   --------
                              $  6,210     6,354      6,723
                               =======    =======   ========


(14)  Subsequent Events

     COLA Interest Payment

     On  March  2,  1998, an interest payment of  approximately
$4,414  was paid to the holders of COLAS.  The Company borrowed
approximately  $4,414 from an affiliate to  make  the  interest
payment.

     Sugar Growers Union Vote

     The  sugar  industry in Hawaii has experienced significant
difficulties for a number of years. Growers in Hawaii have long
struggled with the high costs of production, which have led  to
the  closure of many plantations, including Oahu Sugar Company.
Labor  costs are high and transportation costs of raw sugar  to
the  C&H  refinery are significant.  During 1996 and 1997,  the
Company  has  conducted  a series of meetings  and  discussions
aimed  at  developing a plan to return its sugar operations  on
Kauai  to profitability.  Participants in this process included
rank-and-file workers, supervisors, union officials and Company
management.  The plan developed by this group was named "Imua,"
which  is  the  Hawaiian word meaning "to move  forward."  Imua
included  significant changes in how the Company's  plantations
would be operated and how employees would be compensated.  Imua
was  the subject of formal negotiations with the union in  late
1997 and early 1998. These negotiations were recently completed
and  the union leadership supported the Imua plan. However,  in
February  1998, Imua failed by a large margin in a ratification
vote  by  the union membership at the Kauai plantations.  As  a
result,  some  of the workers have been placed on furlough  and
the Company is evaluating its alternative courses of action. As
an  initial  step,  the Company has sent to  the  union  a  new
proposal,  which  is  different from Imua  but  still  contains
substantial  wage and other concessions which are  critical  to
the  survival of the Company's sugar plantations. The  contract
covering employees at the Kauai plantations expired on  January
31, 1998 and was extended on a day-to-day basis.  The extension
agreement which covers 88% of the Kauai plantation workers, has
a  provision which allows either party to cancel the  extension
within three days notice.  A contract covering the employees at
Pioneer Mill also expired on January 31, 1998, was extended  to
March  31,  1998 and has been further extended on a  day-to-day
basis.  The  covered employees represent 70% of Pioneer  Mill's
employees.   The  absence  of  a  new  labor  agreements   with
significant  modifications from the existing  agreements  would
cause  the  Company to consider the possible  shutdown  of  its
sugar  operations.   There can be no assurance  that  necessary
modifications to existing labor agreements will be obtained.

<TABLE>
     Schedule II
                   AMFAC/JMB HAWAII, L.L.C.

               Valuation and Qualifying Accounts

         Years ended December 31, 1997, 1996 and 1995

                    (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,
 1997:
 Allowance for doubtful
  accounts:
  Trade accounts      $ 318       394          --          87         625
  Claims and other       --        --          --          --          --
                      ------    ------     ------       -------   -------
                      $ 318       394          --          87         625
                      ======    ======     ======      =======    =======

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 ccounts     $   285       102         --           26         361
  Claims and other    1,144        --         --        1,144          --
                     ------     ------      ------     ------       ------
                    $ 1,429       102         --        1,170         361
                     ======     ======      ======     ======      =======
</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,  1997  and  1996.
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,  1997  and
1996,   in   conformity  with  generally  accepted   accounting
principles.








                                             ERNST & YOUNG LLP

Honolulu, Hawaii
March 27 , 1998


                    AMFAC/JMB FINANCE, INC.

                         Balance Sheets

                   December 31, 1997 and 1996

      (Dollars in thousands, except per share information)



                          A S S E T S


                                                   1997     1996
                                                   -----    -----

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, 1997 and 1996

                    (Dollars in Thousands)

(1)  ORGANIZATION AND ACCOUNTING POLICY

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

(2)  KEEP-WELL AGREEMENT

      On  March  14, 1989, Northbrook entered into a  keep-well
agreement  with AJF, whereby it agreed to contribute sufficient
capital  or  make loans to AJF to enable AJF 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,
L.L.C.  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, L.L.C.'s
election  to redeem the Class A COLAS for repurchase, Amfac/JMB
Hawaii, L.L.C. assumed AJF's maximum amount of its liability from
the June 1, 1995 COLA repurchase obligation of $140,425.

(3)  REPURCHASE OBLIGATION

      On  March  14,  1989, AJF and a subsidiary of  Northbrook
(Amfac/JMB  Hawaii,  L.L.C.)  entered  into  an  agreement   (the
"Repurchase Agreement") concerning AJF'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,  L.L.C.   in
conjunction with the acquisition of Amfac/JMB Hawaii, L.L.C.  A
total  aggregate  principal amount of $384,737  of  COLAS  were
issued  during  the offering, which terminated  on  August  31,
1989.   The  COLAS were issued in two units consisting  of  one
Class  A  and one Class B COLA.  As specified in the Repurchase
Agreement,  the repurchase of the Class A COLAS may  have  been
requested of AJF by the holders of such COLAS on June  1,  1995
at a price equal to the original principal amount of such COLAS
($.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 $.135.  The repurchase of the Class  B
COLAS  may be requested of AJF by the holders of such COLAS  on
June 1, 1999 at a price equal to 125% of the original principal
amount  of  such COLAS ($.500) minus all payments of  principal
and  interest  allocated to such COLAS. Northbrook Corporation,
the  ultimate  parent of the Company, is currently implementing
plans intended to generate sufficient funds to meet the maximum
potential  repurchase obligation.  Although  there  can  be  no
assurances  that any or all of these plans will be successfully
completed,  the Company is optimistic that the funds  necessary
to  meet  the  repurchase obligations will be raised  if  these
plans are completed.  Failure to meet the repurchase obligation
could lead to a claim against Finance and, in turn, Northbrook.
To  date, the cumulative interest paid per Class A and Class  B
COLA is approximately $.185 and $.185, 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 1997 and 1996.

                           PART III

Item 10.  Directors and Executive Officers of the Registrant

     As of December 31, 1997, 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
      H. Rigel Barber                      Director
      Gary  Grottke                        President and Director
      Peggy H. Sugimoto                    Senior Vice President,
                                           Chief Financial Officer
                                           and Director
      Tamara G. Edwards                    Vice President
      Chris J. Kanazawa                    Senior Vice President*
      Timothy E.  Johns                    Vice President*
      Teney K. Takahashi                   Vice President*

* resigned as of February 1998

      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 1998 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 60) is Chairman of the Company since
1988,  Mr.  Malkin  is also 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 60) is Vice Chairman of the  Company
since  1994.   Mr.  Bluhm held various other officer  positions
with  the  Company  from 1988 through  1993  and  served  as  a
Director from November 1989 to January 1994.  Mr. Bluhm is also
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.

      H. Rigel Barber (age 49) is Director of the Company since
April 1997. Mr. Barber is an Executive Vice President and Chief
Executive  Officer  of  JMB  Realty  Corporation.   He  has   a
Bachelors  degree from Yale University and a  law  degree  from
Northwestern University.  Prior to joining JMB, Mr. Barber  was
a partner in the law firm of Mayer Brown & Platt.

     Gary R. Grottke (age 42) is President since April 1997 and
has  served as a Director since August 1996.  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.

      Edward  G.  Karl  (age  42) served  as  President,  Chief
Executive  Officer and Director from January 1994  until  April
1997, when he resigned from the Company.  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.

      Peggy  H. Sugimoto (age 47) is Senior Vice President  and
Chief  Financial Officer since 1994 and has been Director since
August 1996.  Ms. Sugimoto has been associated with the Company
since 1976.  She is a Certified Public Accountant.

      Tamara G. Edwards (age 43) is Vice President since August
1996  and  President and Director of one of  the  subsidiaries,
Amfac  Land  Company, Limited, since March 1997.   Ms.  Edwards
served  as  Senior  Counsel for the Company from  1995  through
1997.   She  is  a  member of the California  and  Florida  Bar
Associations.

     Chris Kanazawa (age 45) served as Senior Vice President of
the  Company from April 1993 until February 1998 and a Director
from  January  1994  until April 1997.  In February  1998,  Mr.
Kanazawa  resigned  from the Company.  He had  been  associated
with the Registrant since September 1981.

      Timothy  E.  Johns (age 41) served as Vice  President  of
Amfac/JMB Hawaii - Properties Division from January 1994  until
February  1998,  when he resigned from the Company.  Mr.  Johns
served  as  Senior  legal Counsel for  the  Company  from  1990
through 1993.

      Teney  K. Takahashi (age 59) served as Vice President  of
Amfac/JMB  Hawaii - Properties since rejoining the  Company  in
April  1995  until  February 1998, when he  resigned  from  the
Company.  Prior to April 1995, Mr. Takahashi previously  worked
for Amfac from 1973 to 1988.


Item 11.  Executive Compensation

      Certain  of  the officers and directors  of  the  Company
listed 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 (1)(3)
             -------------------------------------
                                                      Other
                                                      Annual
                                                    Compensa-
  Name       Principal             Salary   Bonus     tion
   (2)       Position      Year    ($) (4)   ($)       ($)
 --------   ------------  -------  -------  ------- --------
    Gary      President     1997   350,000   N/A      N/A
  Grottke    and Director   1996   199,500   N/A      N/A
                            1995   190,000   N/A      N/A

   Peggy  Senior Vice Pres. 1997   140,000  30,000    N/A
  Sugimoto Chief Financial  1996   132,000  23,000    N/A
         Officer and Director1995  125,000  20,000    N/A

  Chris J.   Senior Vice    1997   275,000  75,000    N/A
  Kanazawa    President     1996   275,000 200,000    N/A
                            1995   250,000 175,000    N/A

 Teney K.  Vice President   1997   191,000  40,000    N/A
 Takahashi                  1996   191,000 100,000    N/A
                            1995   128,076   N/A      N/A

 Timothy E. Vice President  1997   121,000  18,000    N/A
   Johns                    1996   121,000  10,350    N/A
                            1995   115,000  15,000    N/A
 ------------

(1)Compensation  for Edward G. Karl, former President  and  CEO
   and  Director, was allocated and charged to the  Company  by
   Northbrook.   Allocated salary for 1997, 1996 and  1995  was
   $0,  $75,000 and $72,000, respectively.  No bonus  or  other
   compensation for Mr. Karl was allocated and charged  to  the
   Company by Northbrook for 1997, 1996 and 1995.

(2) The Company does not have a compensation committee.  During
   1997  and                1996,  Mr. Malkin and  Mr.  Grottke
   participated   in   the   deliberations           concerning
   executive officer compensation.

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

(4)     Salary  for Mr. Grottke represents the portion  of  his
  total  compensation allocated and charged to the  Company  by
  Northbrook.

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 contained under 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  21,  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
$12.8  million,  $8.9 million and $5.4 million  for  the  years
ended 1997, 1996 and 1995, respectively, in connection with the
acquisition   and   additional  financing  obtained   from   an
affiliate, of which $1.6 million was unpaid as of December  31,
1997.

      With  respect to any calendar year, JMB or its affiliates
may  receive a Qualified Allowance in an amount equal to 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.  The
aforementioned  advisory services, which are provided  pursuant
to  a  30-year  Services  Agreement entered  into  between  the
Company, certain of its subsidiaries and JMB in November  1988,
include making recommendations in the following areas: (i)  the
construction  and development of real property; (ii)  land  use
and  zoning changes; (iii) the timing and pricing of properties
to be sold; (iv) the timing, type and amount of financing to be
incurred;  (v)  the agricultural business; and, (vi)  the  uses
(agricultural, residential, recreational or commercial) for the
land.  However, the Qualified Allowance  shall  be  earned  and
paid  for each year prior to maturity of the COLAS only if  the
Company generates sufficient Net Cash Flow to pay Base Interest
to the holders of the COLAS for such year of an amount equal to
8%  of  the average outstanding principal balance of the  COLAS
for  such year; any portion of the Qualified Allowance not paid
for  any  year shall cumulate without interest and JMB  or  its
affiliates  shall  be  paid such amount  with  respect  to  any
succeeding  year,  after  the payment of  all  Contingent  Base
Interest for such year, to the extent of 100% of remaining  Net
Cash  Flow  until an amount equal to 20% of the  Base  Interest
with respect to such year has been paid, and thereafter, to the
extent  of  the  product  of  (a)  remaining  Net  Cash   Flow,
multiplied  by (b) a fraction, the numerator of  which  is  the
cumulative  deficiency  as of the  end  of  such  year  in  the
Qualified Allowance and the denominator of which is the sum  of
the  cumulative deficiencies as of the end of such year in  the
Qualified  Allowance and Base Interest.  A Qualified  Allowance
for 1989 of approximately $6.2 million was paid on February 28,
1990.   Approximately  $64.5  million  of  Qualified  Allowance
related to the period from January 1, 1990 through December 31,
1997  has  not  been earned and paid and is payable  only  from
future Net Cash Flow. Accordingly, because the Company does not
believe it is probable at this time that a sufficient level  of
Net  Cash Flow will be generated in the future to pay Qualified
Allowance,  the  Company  has not  accrued  for  any  Qualified
Allowance    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 following table
is  a  summary of the Qualified Allowance for the  years  ended
December 31, 1997, 1996 and 1995 (dollars are in millions):

                                       1997      1996      1995
                                       -----    ------   -------

Qualified Allowance calculated     $   10.1       9.2      9.9
Qualified Allowance paid                --        --        --
Cumulative deficiency of Qualified
  Allowance  at  end  of  year     $   64.5      54.4     45.2

Net Cash Flow was $0 for 1997, 1996 and 1995.

     After the maturity date of the COLAS, JMB will continue to
provide  advisory services pursuant to the Services  Agreement,
the  Qualified Allowance for such years will continue to be  1-
1/2% per annum of the Fair Market Value of the gross assets  of
the  Company  and its subsidiaries and the Qualified  Allowance
will  continue to be payable from the Company's Net Cash  Flow.
Upon  the  termination of the Services Agreement, if there  has
not  been  sufficient  Net  Cash Flow  to  pay  the  cumulative
deficiency  in  the Qualified Allowance, if  any,  such  amount
would not be due or payable to JMB.

      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,  1997, 1996 and 1995 was $.7 million, $.7 million  and  $.6
million,  respectively, of which $.7 million was unpaid  as  of
December  31, 1997. In addition, as of December 31,  1997,  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, 1997.

      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, 1997, 1996 and 1995 was approximately  $.7
million, $.8 million and $.7 million, all of which was paid  as
of December 31, 1997.

      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, 1997, 1996 and  1995
of  approximately $.8 million, $1.5 million and  $7.9  million,
respectively, of which $1.0 million was unpaid as  of  December
31, 1997.  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. The Company borrowed an  additional  $16.6
million  during 1997 to fund COLA Mandatory Base  Interest  and
operational  needs  from a subsidiary  of  Northbrook  under  a
separate note which is payable interest only and accrues at the
prime  rate plus 2%.

      On  January  30, 1998, Amfac Finance Limited  Partnership
("Amfac  Finance"),  an  Illinois limited  partnership  and  an
affiliate  of the Company, extended a Tender Offer to  Purchase
(the  "Tender  Offer") up to $65,421,000  Principal  amount  of
Separately  Certificated  Class  B  COLAS  ("Separate  Class  B
COLAS")  for cash at a unit price of $375 to be paid  by  Amfac
Finance  on  each Separate Class B COLA on or about  March  24,
1998.   The maximum cash to be paid under the Tender  Offer  is
$49,065,750 (130,842 Separate Class B COLAS at a unit price  of
$375  for  each  separate Class B COLA).  Approximately  62,800
Separate  Class B COLAS were submitted for repurchase  pursuant
to  the  Tender Offer requiring an aggregate payment  by  Amfac
Finance  of  approximately $23,542,000 on March 31,  1998.  The
Tender  Offer  will not reduce the outstanding indebtedness  of
the  Company.   The Separate Class B COLAS to be  purchased  by
Amfac  Finance pursuant to Tender Offer will remain outstanding
pursuant  to the terms of the Indenture that governs the  terms
of the COLAS (the "Indenture").  Except as provided in the last
sentence  of this paragraph, Amfac Finance will be entitled  to
the  same  rights and benefits of any other holder of  Separate
Class  B  COLAS, including having the ability to  have  AJF  to
repurchase on June 1, 1999, the Separate Class B COLAS that  it
owns.   Amfac  Finance has not yet determined whether  it  will
require  AJF to so repurchase the Separate Class B COLAS  which
it  will own on such date.  Since Amfac Finance is an affiliate
of  the  Company, Amfac Finance will not be able to participate
in  determining  whether the holders of the required  principal
amount  of  debt  under  the Indenture have  concurred  in  any
direction, waiver or consent under the terms of the Indenture.
                            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
               See  Index  to  Exhibits, which is  incorporated
               herein by reference.

     (b)  Reports on Form 8-K: The following reports on Form 8-
          K  were  filed during the last quarter of the  period
          covered by this report

          None.

     (c)  Exhibits:

      The  Exhibits required by Item 601 of Regulation S-K  are
listed  in the Index to Exhibits, which is incorporated  herein
by reference.

      All  other schedules have been omitted since the required
information  is presented in the financial statements  and  the
related notes or is not applicable.
                          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, L.L.C.



                              By:  Edward J. Kroll
                                   Vice President
                              Date:March 31, 1998

      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 R. Grottke
                                   President, Chief Executive
                                   Officer and    Director
                              Date:March 31, 1998

                              By:  Peggy Sugimoto
                                   Senior Vice President,
                                   Chief Financial Officer and
                                   Director
                              Date:March 31, 1998


                              By:  Edward J. Kroll
                                   Vice President and
                                   Principal Accounting Officer
                              Date:March 31, 1998

                          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:  Edward J. Kroll
                                   Vice President
                              Date:March 31, 1998

      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 R. Grottke
                                   President and
                                   Chief Executive Officer
                              Date: March 31, 1998


                              By:  Gary Nickele
                                   Director
                              Date: March 31, 1998



                              By:  Edward J. Kroll
                                   Vice President Finance,
                                   Principal Accounting Officer
                             Date: March 31, 1998



                          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 LAND COMPANY, LTD.



                              By:  Edward J. Kroll
                                   Vice President
                              Date: March 31, 1998

      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:  Tamara G. Edwards
                                   President and Director
                              Date: March 31, 1998


                              By:  Gary R. Grottke
                                   Vice President and Director
                              Date: March 31, 1998



                              By:  Peggy Sugimoto
                                   Vice President and Director
                              Date: March 31, 1998


                              By:  Edward J. Kroll
                                   Vice President and
                                   Principal Accounting Officer
                              Date: March 31, 1998


                          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:  Edward J. Kroll
                                   Vice President
                              Date: March 31, 1998

      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 R. Grottke
                                   President and Director
                              Date:  March 31, 1998



                              By:  Peggy Sugimoto
                                   Senior  Vice  President - Finance
                                   and Director
                              Date: March 31, 1998



                              By:  Edward J. Kroll
                                   Vice President and
                                   Principal Accounting Officer
                              Date: March 31, 1998





                          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:  Edward J. Kroll
                                   Vice President
                              Date: March 31, 1998

      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 R. Grottke
                                   President and Director
                              Date: March 31, 1998



                              By:  Peggy Sugimoto
                                   Vice President and Director
                              Date: March 31, 1998



                              By:  Edward J. Kroll
                                   Vice President and
                                   Principal Accounting Officer
                              Date: March 31, 1998












                          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:  Edward J. Kroll
                                   Vice President
                              Date: March 31, 1998

      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 R. Grottke
                                   President and Director
                              Date: March 31, 1998


                              By:  Tamara G. Edwards
                                   Vice President and Director
                              Date: March 31, 1998


                              By:  Peggy Sugimoto
                                   Vice President and Director
                              Date: March 31, 1998


                              By:  Edward J. Kroll
                                   Vice President and
                                   Principal Accounting Officer
                              Date: March 31, 1998




                          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 ESTATE COFFEE, INC.



                              By:  Edward J. Kroll
                                   Vice President
                              Date: March 31, 1998

      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 R. Grottke
                                   President and Director
                              Date: March 31, 1998



                              By:  Peggy Sugimoto
                                   Vice President and Director
                              Date: March 31, 1998



                              By:  Edward J. Kroll
                                   Vice President and
                                   Principal Accounting Officer
                              Date: March 31, 1998




                          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:  Edward J. Kroll
                                   Vice President
                             Date:  March 31, 1998

      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 R. Grottke
                                   President and Director
                              Date: March 31, 1998



                              By:  Peggy Sugimoto
                                   Senior Vice President - Finance
                                   and Director
                              Date: March 31, 1998



                              By:  Edward J. Kroll
                                   Vice President and
                                   Principal Accounting Officer
                              Date: March 31, 1998













                          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:  Edward J. Kroll
                                   Vice President
                              Date: March 31, 1998

      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 R. Grottke
                                   President and Director
                              Date:March 31, 1998


                              By:  Tamara G. Edwards
                                   Director and Vice President
                              Date: March 31, 1998



                              By:  Peggy Sugimoto
                                   Vice President and Director
                              Date: March 31, 1998



                              By:  Edward J. Kroll
                                   Vice President and
                                   Principal Accounting Officer
                              Date: March 31, 1998








                          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:  Edward J. Kroll
                                   Vice President
                              Date: March 31, 1998

      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 R. Grottke
                                   President and Director
                              Date: March 31, 1998



                              By:  Tamara G. Edwards
                                   Vice President & Director
                              Date: March 31, 1998


                              By:  Peggy Sugimoto
                                   Vice President and Director
                              Date: March 31, 1998



                              By:  Edward J. Kroll
                                   Vice President and
                                   Principal Accounting Officer
                              Date: March 31, 1998











                          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:  Edward J. Kroll
                                   Vice President
                              Date: March 31, 1998

      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 R. Grottke
                                   President and Director
                              Date: March 31, 1998



                              By:  Tamara G. Edwards
                                   Vice President & Director
                              Date: March 31, 1998



                              By:  Peggy Sugimoto
                                   Vice President and Director
                              Date:March 31, 1998



                              By:  Edward J. Kroll
                                   Vice President and
                                   Principal Accounting Officer
                              Date: March 31, 1998














                          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:  Edward J. Kroll
                                   Vice President
                              Date: March 31, 1998

      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 R. Grottke
                                   President and Director
                              Date: March 31, 1998


                              By:  Tamara G. Edwards
                                   Vice President & Director
                              Date: March 31, 1998


                              By:  Peggy Sugimoto
                                   Vice President and Director
                              Date: March 31, 1998



                              By:  Edward J. Kroll
                                   Vice President and
                                   Principal Accounting Officer
                              Date:March 31, 1998












                          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:  Edward J. Kroll
                                   Vice President
                              Date: March 31, 1998

      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
                                   President and Director
                              Date: March 31, 1998



                              By:  Tamara G. Edwards
                                   Vice President & Director
                              Date: March 31, 1998



                              By:  Peggy Sugimoto
                                   Vice President and Director
                              Date: March 31, 1998


                              By:  Edward J. Kroll
                                   Vice President and
                                   Principal Accounting Officer
                              Date: March 31, 1998


















                          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:  Edward J. Kroll
                                   Vice President
                              Date: March 31, 1998

      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 R. Grottke
                                   President and Director
                              Date: March 31, 1998


                              By:  Peggy Sugimoto
                                   Senior Vice President
                                   and Director
                              Date: March 31, 1998



                              By:  Edward J. Kroll
                                   Vice President and
                                   Principal Accounting Officer
                              Date: March 31, 1998




                          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:  Edward J. Kroll
                                   Vice President
                              Date: March 31, 1998

      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:  David H. Gleason
                                   President and Director
                              Date: March 31, 1998



                              By:  Gary R. Grottke
                                   Vice President and Director
                              Date:March 31, 1998



                              By:  Peggy Sugimoto
                                   Vice President - Finance
                              Date: March 31, 1998


                              By:  Edward J. Kroll
                                   Vice President and
                                   Principal Accounting Officer
                              Date: March 31, 1998



                              100

                         EXHIBIT INDEX

Exhibit No.    Exhibit

2.1    Agreement  and  Plan of Merger by and between  Amfac/JMB
       Hawaii,  Inc. and Amfac/JMB Hawaii, L.L.C. dated  as  of
       February 27, 1998. (13)
3.1    Articles of Incorporation of Amfac/JMB Hawaii, Inc. (1)
3.2    Amended and Restated By-Laws of Amfac/JMB Hawaii,  Inc. (1)
3.3    Articles of Incorporation of Amfac/JMB Finance, Inc. (1)
3.4    Amended and Restated By-Laws of Amfac/JMB Finance, Inc. (1)
3.7    Articles of Incorporation of Amfac Property Development Corp.
3.8    Amended   and   Restated  By-Laws  of   Amfac   Property
       Developments Corp.      (1)
3.9    Articles of Incorporation of Amfac Property Investment Corp. (1)
3.10   Amended   and   Restated  By-Laws  of   Amfac   Property
       Investment Corp. (1)
3.11   Articles   of   Incorporation   of   Amfac   Sugar   and
       Agribusiness, Inc. (1)
3.12   Amended  and  Restated  By-Laws  of  Kaanapali   Water
       Corporation (1)
3.13    Articles   of   Incorporation   of   Kaanapali   Water
       Corporation. (1)
3.14   Amended and Restated By-Laws of Amfac Agribusiness, Inc. (1)
3.15   Articles  of Incorporation of Amfac Agribusiness,  Inc.  (1)
3.16   Amended  and Restated By-Laws of Kekaha Sugar  Company, Limited. (1)
3.17   Articles  of  Association of Kekaha Sugar Company,  Limited. (1)
3.18   Amended  and  Restated By-Laws of The  Lihue  Plantation
       Company, Limited. (1)
3.19   Articles of Association of The Lihue Plantation Company,
       Limited (1)
3.20   Amended  and  Restated By-Laws of Oahu Sugar Company, Limited. (1)
3.21   Articles of Association of Oahu Sugar Company, Limited.(1)
3.22   Amended  and Restated By-Laws of Pioneer Mill  Company, Limited (1)
3.23   Articles  of Association  of Pioneer  Mill  Company, Limited. (1)
3.24   Amended  and  Restated By-Laws of Puna Sugar Company, Limited. (1)
3.25   Articles of Association of Puna Sugar Company, Limited.  (1)
3.26   Amended and Restated By-Laws of H. Hackfeld & Co., Ltd.
3.27   Articles of Association of H. Hackfeld & Co., Ltd. (1)
3.28   Amended  and  Restated  By-Laws of  Waiahole  Irrigation
       Company, Limited.
3.29   Articles   of   Incorporation  of  Waiahole   Irrigation
       Company, Limited. (1)
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). (2)
4.2    Amendment  dated as of January 17, 1990 to the Indenture
       relating to the COLAS. (2)
4.3    $28,097,832   Promissory  Note  from  Amfac,   Inc.   to
       Amfac/JMB  Hawaii, Inc. Extended and Reissued  Effective
       December 31, 1993. (3)
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)
4.5    $15,000,000 Credit Agreement dated March 31, 1993  among
       AMFAC/JMB Hawaii, Inc. and Continental Bank N.A (5).
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. (6)
4.7    $52,000,000  Promissory  Note to Northbrook  Corporation
       from  Amfac/JMB Hawaii, Inc., effective May 31, 1995  is
       filed herewith. (7)
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. (8)
4.9    Standard  Sugar  Marketing  Contracts  between  Hawaiian
       Sugar  Transportation Company and Hawaii  Sugar  Growers
       dated June 4, 1993. (9)
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. (9)
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. (10)
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. (10)
4.13   $10,000,000   loan  agreement  between  Amfac   Property
       Development  Corp. and City Bank at December  18,  1996.
       (11)
4.14   Amended and Restated $25,000,000 loan agreement with the
       Bank of Hawaii dated February 4, 1997. (12)
4.15   Limited  Partnership  Agreement for Kaanapali  Ownership
       Resorts, L.P. dated February 1, 1997 for development  of
       time-share resort on Kaanapali. (11)
4.16   Second Supplement to the Indenture dated as of March  1,
       1998. (13)
4.17   $104,759,324   promissory   Note   between    Northbrook
       Corporation  and Amfac Land Company, Ltd. dated  January
       1, 1998. (13)
4.18   Revolving Credit Note between Fred Harvey Transportation
       Company,  Inc.  and  Amfac  Land  Company,  Ltd.,  dated
       January 1, 1998. (13)
10.1   Escrow Deposit Agreement. (1)
10.2   General  Lease  S-4222, dated January 1,  1969,  by  and
       between  the  State of Hawaii and Kekaha Sugar  Company,
       Limited. (1)
10.3   Grove  Farm Haiku Lease, dated January 25, 1974  by  and
       between  Grove Farm Company, Incorporated and The  Lihue
       Plantation Company, Limited. (1)
10.4   General  Lease S-4412, dated October 31,  1974,  by  and
       between  the  State of Hawaii and the  Lihue  Plantation
       Company, Limited. (1)
10.5   General  Lease  S-4576, dated March  15,  1978,  by  and
       between  the  State of Hawaii and The  Lihue  Plantation
       Company, Limited. (1)
10.6   General Lease S-3821, dated July 8, 1964, by and between
       the  State of Hawaii and East Kauai Water Company,  Ltd.
       (1)
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. (1)
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. (1)
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. (1)
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. (1)
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. (1)
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. (1)
10.13  Honokohau  Water  License,  dated  December  22,   1980,
       between  Maui  Pineapple Company Ltd. and  Pioneer  Mill
       Company, Limited. (1)
10.14  Water Licensing Agreement, dated September 22, 1980,  by
       and  between  Maui  Land & Pineapple Company,  Inc.  and
       Amfac, Inc. (1)
10.15  Joint Venture Agreement, dated as of March 19, 1986,  by
       and   between  Amfac  Property  Development  Corp.   and
       Tobishima Properties of Hawaii, Inc. (1)
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.
       (1)
10.19  Keep-Well  Agreement between Northbrook Corporation  and
       Amfac/JMB Finance, Inc. (2)
10.20  Repurchase  Agreement,  dated March  14,  1989,  by  and
       between  Amfac/JMB  Hawaii, Inc. and Amfac/JMB  Finance,
       Inc. (2)
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. (2)
10.22  Amfac-Amfac  Hawaii  Tax Agreement, dated  February  21,
       1989 between Amfac, Inc. and Amfac/JMB Hawaii, Inc. (2)
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.
       (2)
19.0   $35,700,000 agreement for sale of C&H and certain  other
       C&H assets, to A&B Hawaii, Inc. in June 1993. (7)
22.1   Subsidiaries of Amfac/JMB Hawaii, Inc. (1)
99.1   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. (2)

       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.

(1)      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.

(2)     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.

(3)     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.

(4)     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.

(5)     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.

(6)     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.

(7)     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.
(8)    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.

(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.

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

(11)    Previously filed as exhibit to the Company's Form  10-K
report  under  the Securities Act of 1934 (File  No.  33-24180)
filed March 21, 1997 and hereby incorporated by reference.

(12)    Previously filed as exhibit to the Company's Form  10-Q
report  under  the Securities Act of 1934 (File  No.  33-24180)
filed May 15, 1996 and hereby incorporated by reference.

(13)    Previously filed as exhibit to the Company's  Form  8-K
report  under  the  Securities  Act  of  1934  (File  No.   33-
24180)filed March 3, 1998 and hereby incorporated by reference.

No  annual  report or proxy material for 1997 was sent  to  the
COLA holders of the Company.  An annual report will be sent  to
the COLA holders subsequent to this filing.