EXHIBIT 4.8
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                         THIRD SUPPLEMENTAL INDENTURE
                         ----------------------------


      This Third Supplemental Indenture dated as of October 16, 2000 is
supplemental to that certain Second Supplemental Indenture dated as of
March 1, 1998 (the "Second Supplemental Indenture") Supplemental Indenture
("Supplemental Indenture"), dated June 14, 1993 and that certain Indenture
together with the Second Supplemental Indenture and the Supplemental
Indenture, (the "Indenture") dated as of March 14, 1989 among Amfac/JMB
Hawaii, Inc., now known as Amfac/JMB Hawaii, L.L.C., a Hawaii limited
liability company (the "Company"), as issuer of the Certificate of Land
Appreciation Notes Due 2008 (the "Notes") issued under the Indenture, AMFAC
PROPERTY DEVELOPMENT CORP., a Hawaii corporation, AMFAC PROPERTY INVESTMENT
CORP., a Hawaii corporation ("APIC"), AMFAC SUGAR & AGRIBUSINESS, INC., now
known as AMFAC LAND COMPANY, LIMITED, a Hawaii corporation, AMFAC
AGRIBUSINESS, INC., now known as KAANAPALI ESTATE COFFEE, INC., a Hawaii
corporation, KEKAHA SUGAR COMPANY, LIMITED, a Hawaii corporation, THE LIHUE
PLANTATION COMPANY, LIMITED, a Hawaii corporation, OAHU SUGAR COMPANY,
LIMITED, a Hawaii corporation, PIONEER MILL COMPANY, LIMITED, a Hawaii
corporation, PUNA SUGAR COMPANY, LIMITED, a Hawaii corporation, H. HACKFELD
& CO., LTD., a Hawaii corporation, WAIAHOLE IRRIGATION COMPANY, LIMITED, a
Hawaii corporation and adding WAIKELE GOLF CLUB, INC., a Hawaii corporation
pursuant to the Supplemental Indenture, as Guarantors of the Notes, and THE
FIRST NATIONAL BANK OF CHICAGO, now known as BANK ONE, National
Association, as Trustee, as amended.

      The Company has caused to be formed three subsidiaries: Kaanapali
Development Corp., a Hawaii corporation; Amfac Holdings Corp, a Delaware
corporation and KDCW, Inc., a Delaware corporation.  It is anticipated that
each of these corporations, directly or indirectly, will obtain title to
certain assets currently owned by the Company or its subsidiaries.  This
Third Supplemental Indenture being entered into pursuant to Sections 5.19
and 9.01(2) of the Indenture which provide, in part, that a supplemental
indenture may be entered into by the Company and the Trustee without the
consent of the Securityholders in order to add a Guarantor under Article
Eleven when the Company shall directly or indirectly acquire an ownership
interest in or directly or indirectly make a capital contribution to any
corporation.  Therefore, in compliance with SECTION 5.19 of the Indenture,
KAANAPALI DEVELOPMENT CORP., AMFAC HOLDINGS CORP. AND KDCW, INC. hereby
agree to guarantee the repayment of the principal, and the payment of
interest as provided in, the Securities as provided in Article Eleven of
the Indenture as of the date, and by execution, of this Third Supplemental
Indenture.

      This Third Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an
original; but such counterparts shall  together constitute but one and the
same instrument.  The parties hereto acknowledge that the indemnification
of the Trustee set forth in Section 8.07  of the Indenture provides
indemnification of the Trustee for its execution and delivery of this Third
Supplemental Indenture.












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      IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed, and attested, all as of the
date first written above.


                               AMFAC/JMB HAWAII, L.L.C.

                               By:   ______________________________
                                     Senior Vice President

Attest:     __________________________
            Assistant Secretary



GUARANTORS:                    AMFAC PROPERTY DEVELOPMENT CORP.

                               By:   ______________________________
                                     Vice President

Attest:     __________________________
            Assistant Secretary



                               AMFAC PROPERTY INVESTMENT CORP.

                               By:   ______________________________
                                     Vice President

Attest:     __________________________
            Assistant Secretary



                               AMFAC LAND COMPANY, LIMITED

                               By:   ______________________________
                                     Vice President

Attest:     __________________________
            Assistant Secretary



                               KAANAPALI ESTATE COFFEE, INC.

                               By:   ______________________________
                                     Vice President

Attest:     __________________________
            Assistant Secretary



                               KEKAHA SUGAR COMPANY, LIMITED

                               By:   ______________________________
                                     Vice President

Attest:     __________________________
            Assistant Secretary








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<PAGE>


                               THE LIHUE PLANTATION COMPANY, LIMITED

                               By:   ______________________________

Attest:     __________________________
            Assistant Secretary



                               OAHU SUGAR COMPANY, LIMITED

                               By:   ______________________________
                                     Vice President

Attest:     __________________________
            Assistant Secretary



                               PIONEER MILL COMPANY, LIMITED

                               By:   ______________________________
                                     Vice President

Attest:     __________________________
            Assistant Secretary



                               PUNA SUGAR COMPANY, LIMITED

                               By:   ______________________________
                                     Vice President

Attest:     __________________________
            Assistant Secretary



                               H. HACKFELD & CO., LTD.

                               By:   ______________________________
                                     Vice President

Attest:     __________________________
            Assistant Secretary



                               WAIAHOLE IRRIGATION COMPANY, LIMITED

                               By:   ______________________________
                                     Vice President

Attest:     __________________________
            Assistant Secretary



                               WAIKELE GOLF CLUB, INC.

                               By:   ______________________________

Attest:     __________________________
            Assistant Secretary





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                               KAANAPALI DEVELOPMENT CORP.

                               By:   ______________________________
                                     Vice President

Attest:     __________________________
            Assistant Secretary



                               AMFAC HOLDINGS CORP.


                               By:   ______________________________
                                     Vice President

Attest:     __________________________
            Assistant Secretary



                               KDCW, INC.

                               By:   ______________________________
                                     Vice President

Attest:     __________________________
            Assistant Secretary



                               TRUSTEE
                               BANK ONE, National Association


                               By:   ______________________________

Attest:     __________________________
            Assistant Secretary































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