SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                              
                       FORM 10-K405/A
                              
                       AMENDMENT NO. 1
                              
      Filed Pursuant to Section 12, 13, or 15(d) of the
               Securities Exchange Act of 1934

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

Commission   File   No.   33-24180    IRS  Employer Identification
                                            No. 99-0217738

                   AMFAC/JMB FINANCE, INC.
   (Exact name of registrant as specified in its charter)
                              
Commission File No.  33-24180-01      IRS Employer Identification
                                            No.  36-3611183

     The undersigned registrant hereby amends the following
section of its Report for the year ended December 31, 1996 on
Form 10-K405 as set forth in the pages attached hereto:

                           PART I
Item 1.   Business
Item 2.   Properties
Item 3.   Legal Proceedings
Item 4.   Submission of Matters to a Vote of Security Holders

                           PART II
Item 5.   Market for the Company's and Finance's Common
          Equity and Related Security Holder Matters
Item 6.   Selected Financial Data
Item 7.   Management's Discussion and Analysis of  Financial
           Condition and Results of Operations
Item 8.   Financial Statements and Supplementary Data
Item 9.   Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure

                          PART III
Item 10.  Directors and Executive Officers of the Registrant
Item 11.  Executive Compensation
Item 12.  Security Ownership of Certain Beneficial Owners  and
           Management
Item 13.  Certain Relationships and Related Transactions


                              AMFAC/JMB HAWAII, INC.
                              AMFAC/JMB FINANCE, INC.

                              BY:  GARY SMITH
                                   Gary Smith
                                   Vice President and
                                   Principal Accounting Officer


Dated:    August 8, 1997


                   ADDITIONAL REGISTRANTS (1)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                                    Page

PART I

Item 1.    Business                                               1

Item 2.    Properties                                             7

Item 3.    Legal Proceedings                                     12

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


PART II

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

Item 6.    Selected Financial Data                               14

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

Item 8.    Financial Statements and Supplementary Data           30

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


PART III

Item 10.    Directors and Executive Officers of the Registrant   59

Item 11.    Executive Compensation                               62

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

Item 13.   Certain Relationships and Related Transactions        63


PART IV

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


SIGNATURES                                                      71


                             PART I

Item 1.  Business

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

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

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

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

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

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

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


      Current  Market  Conditions.  The  Hawaii  economy  took  a
severe  downturn  in late 1990, which was around  the  same  time
as  the  Persian  Gulf  War,  the end  of  the  Japanese  "bubble
market"  (paper wealth in dollars nearly doubled  in  Japan  from
1986   to   1988,   which  led  to  significant  investment   and
speculation   in   Hawaii   real   estate)   and   the   slowdown
experienced   in  California's  economy.   This  combination   of
events  followed  nine  years  of growth  in  Hawaii.   The  real
estate  market  in  Hawaii has been negatively  impacted  by  the
aforementioned  events  and  has  been  considered  to  be  in  a
"slump"  for  the  past  six 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.  A rebound in the real estate, in  general,  is
expected  to  be  dependent on improvements in  Hawaii's  economy
and  the  strengthening  of Japan's and  California's  economies,
which  have  been  the  propellants  of  Hawaii's  economy  since
statehood.

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

       The   first  phase  in  the  regulatory  approval  process
usually   consists   of   obtaining   proper   state   land   use
designations  and  County planning and zoning approvals  for  the
intended  development.  Occasionally, environmental  and  special
management  area  approvals  will be  required,  particularly  if
the   property  borders  the  shoreline.   Additionally,  certain
other  permits  and approvals (such as grading permits,  building
permits and subdivision approvals) must then be obtained.

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

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

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

       Approximately  1,800  acres  of  the  land  owned  by  the
Company  are  currently  classified  as  urban  district  by  the
State  of  Hawaii  Land Use Commission and  have  various  zoning
and  land  use approvals for residential, resort, commercial  and
industrial  development, including approximately  500  acres  for
the  Company's  three  existing golf courses.  Of  the  remaining
1,300   acres,  approximately  550  acres  relates  to  a  master
planned  community the Company is planning to develop  on  Kauai,
approximately   300  acres  relates  to  the   Puukolii   Village
project  on  Maui, approximately 240 acres relates to  the  South
Beach  Mauka project on Maui, approximately 60 acres  relates  to
the  project  planned on the mill site of Oahu Sugar Company  and
the  remaining  approximately 100 acres relates to  various  land
parcels  on  Maui, Kauai and Hawaii.  Each of the  aforementioned
development  projects are described in "Item 2.-  Properties"  of
the  Form  10-K. Additional governmental approvals,  permits  and
certifications  will be required to be obtained with  respect  to
each  of  the  projects  as  part  of  the  development  process.
There  can  be  no assurance, however, that all of the  necessary
approvals or permits will be obtained.

      An  additional  2,100 acres of Company-owned  land  are  in
the  preliminary planning stages for urbanization  and  potential
future   sale  or  development.  Such  acreage  represent   three
different   projects   areas  on  Maui,   which   are   primarily
classified   for  agricultural  use  at  the  state  and   county
levels.  The  Company  intends to sell or  develop  all  of  such
land    in   connection   with   various   residential,   resort,
commercial   and  light  industrial  projects.    The   Company's
development  projects may be affected by competition  from  other
projects  of  a similar nature in Hawaii, as well as  from  other
states or countries offering resort-type properties.

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

      During  1994, the Company derived a significant portion  of
its   property  revenues  from  the  sale  of  residential   land
parcels  to  Schuler  Homes,  Inc.,  a  local  home  builder   in
Hawaii,  as  part  of the development and sale of  the  Company's
Waikele  project  on Oahu, which was substantially  completed  in
1994.   The Company did not derive a significant portion  of  its
property  revenues  from  any  single  customer  during  1995  or
1996.

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

       AGRICULTURE.    Substantially   all   of   the   Company's
agricultural   activities   relate   to   the   cultivation   and
processing  of  sugar  cane. The Company owns  and  operates  two
sugar  plantations  on Kauai and one sugar  plantation  on  Maui.
Approximately  9,200  acres of the Company's  land  holdings  and
approximately  14,800 acres of land leased  by  the  Company  are
currently   under   cultivation.   The  remaining   approximately
77,900   acres   of  owned  and  leased  land  are  predominantly
conservation  land  and land appurtenant to  the  cultivation  of
sugar   cane   and   are   not  used  to   generate   significant
incremental revenues.

      During  1995, the Company implemented plans to  restructure
its  sugar  operations to improve efficiencies and reduce  costs,
including  consolidation  of  the operations  at  its  two  Kauai
plantations  and  changing to a seasonal  mode  of  operation  at
each  of  its  plantations  (consistent  with  many  other  sugar
operations).  The  1995  restructuring  of  the  Company's  sugar
operations    resulted   in   a   reduction   in   staffing    of
approximately  260  positions,  which  is  an  approximately  30%
decrease  from  1994 and a reduction in annual  employment  costs
of  approximately  $4.2 million, which is  an  approximately  14%
decrease  from  1994.  The Company incurred and recognized  costs
of   approximately   $1.8  million  in  1995   related   to   the
restructuring.

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

      The  price of raw sugar that the Company receives is  based
upon   the   price   of   domestic  sugar  (less   delivery   and
administrative   costs)   as   currently   controlled   by   U.S.
Government  price  supports  legislation.   On  April  4,   1996,
President  Clinton  signed  the Federal  Agriculture  Improvement
and  Reform  Act of 1996 ("the Act").  The Act, which expires  in
2002,  keeps  the "loan rate" at 18 cents per pound.   The  "loan
rate"  refers  to  the  minimum sugar price  established  by  the
government,  which  is  supported primarily  by  the  setting  of
import  quotas. In addition, if prices fall below  such  minimum,
the  sugar  grower  is  able to receive a  18-cent-a-pound  loan,
using  their  crop  as  collateral, and  either  repay  the  loan
(with   interest)  or  forfeit  the  sugar.  However,   the   Act
includes   certain  other  adjustments  to  the   sugar   program
including  making  crop  loans  recourse  to  the  producer   and
repealing  marketing allotments which may over time  depress  the
domestic  price  of raw sugar.  There can be no  assurance  that,
in   the  future,  the  government  price  support  will  not  be
reduced   or   eliminated  entirely.    Such   a   reduction   or
elimination  of  price  supports could have  a  material  adverse
affect  on  the  Company's agriculture operations,  and  possibly
could  cause  the  Company  to  evaluate  the  cessation  of  its
remaining sugar cane operations.

      In  August 1993, the Company announced its plans  to  phase
out  the  sugar  operations at its Oahu  Sugar  Company  by  mid-
1995,  such  phase  out  coinciding with the  expiration  of  its
major  land  lease  on Oahu.  Oahu Sugar, which  operated  almost
entirely  on  leased  land,  had incurred  losses  in  its  sugar
operations   in  prior  years  and  expected  those   losses   to
continue  in  the future.  Losses from operations at  Oahu  Sugar
totaled  approximately  $7.6 million for  the  three-year  period
ended   December  31,  1993.   Oahu  Sugar  completed  the  final
harvest  of  its  crop in April 1995.  The Company  has  shutdown
Oahu  Sugar  and any estimated future costs related to  the  shut
down  are not expected to have a material adverse effect  on  the
financial  condition  or results of operations  of  the  Company.
Such  future  costs primarily relate to the Company's  obligation
to,  in  general,  restore the land it had been  leasing  to  its
original   condition.   The   Company   is   currently   pursuing
development  of  the  fee simple land it  owns  adjacent  to  the
Oahu   Sugar   mill   site,  including  seeking   the   necessary
government  approvals for a light industrial  subdivision  for  a
portion of the property, as discussed below.

      The  sugar  industry in Hawaii has experienced  significant
difficulties  during the past several years.  Growers  in  Hawaii
have  struggled  with  the high costs of production,  which  have
led   to  the  closure  of  several  plantations,  including  the
Company's  sugar  operations on Oahu in 1995.   The  Company  has
tried   to   address  these  challenges  through  a   number   of
different  measures,  including the restructuring  in  1995  that
was previously discussed.

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

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

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

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

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

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

       The   Company  historically  has  been  involved  in   the
production  of  energy  through  the  burning  of  bagasse,   the
fibrous   by-product   from  sugar  cane   processing,   in   the
Company's   sugar   plantations'   boilers.    The   Company   is
currently  using  these  boilers to  generate  electrical  energy
and  steam  for  the sugar plantations' own consumption  and  for
the  sale  of  the  excess energy, if any, to  the  local  public
utilities,   pursuant to power purchase agreements  entered  into
between  the  Company's  plantations and the  utility  companies.
Gross    revenues   related   to   such   arrangements    totaled
approximately  $5.2 million, $4.6 million, and $4.9  million  for
1996, 1995 and 1994, respectively.

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

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

      The  Company owns the Waiahole Ditch, which is a series  of
tunnels  and  ditches  (constructed in  the  early  1900's)  that
collects  and has the capacity to transport in excess  of  twenty
million  gallons  of  water per day from  the  windward  part  of
Oahu  to  the  central  Oahu plain on the  Leeward  side  of  the
Koolau  mountain  range.  The Company has filed a  petition  with
the  State  of  Hawaii  Water Commission (the  "Commission")  for
continued  use  of  water that flows through the  Waiahole  Ditch
and  is  currently  waiting for a decision  from  the  Commission
regarding  such  petition.  Water from  the  Waiahole  Ditch  had
previously  been  used  to  irrigate sugar  cane  by  Oahu  Sugar
Company,  a  wholly-owned subsidiary of the  Company.   With  the
closure  of  the Company's sugar operations on Oahu, the  Company
had  to  apply  for  a  new  use permit for  the  Waiahole  Ditch
water.  The  Company  is  seeking to  realize  significant  value
from  this  extensive  ditch  system  by  finding  alternate  end
users  for  the  water.  The State of Hawaii favors  continuation
of  the  flow  of  water  through the  Waiahole  Ditch  for  many
reasons,  among  them  being the recharge  of  the  central  Oahu
aquifer  and  the fact that central Oahu is one  of  the  fastest
growth  areas  in  the State.  However, there  are  a  number  of
individuals  and  certain environmental groups  that  oppose  the
continued  flow  of  water in the Waiahole  Ditch  and  want  the
water  to  remain on the windward side of Oahu.  There  has  been
an  interim determination by the Water Commission that over  one-
half  of  the  Waiahole Ditch water must remain on windward  Oahu
temporarily.  A  final  decision from  the  Water  Commission  is
expected  late  in the second quarter of 1997. There  can  be  no
assurance  that  the  Water Commission will issue  long-term  use
permits  to  the  Company or to potential users  on  the  leeward
side.   Although  an adverse decision from the  Water  Commission
could  result  in  a significant decline in the market  value  of
the  Waiahole  Ditch,  it  would  not  have  a  material  adverse
effect  on  the  Company's  results  of  operations  or  on   its
financial condition.

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

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

     (a)  Oahu

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

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

       The  Company  expended  approximately  $1.3  million,  $.5
million  and  $3.0 million in 1996, 1995 and 1994,  respectively,
for  project  costs  at Waikele. Such costs include  construction
of  roadways,  utilities and related infrastructure  improvements
and  the  golf course and clubhouse.  On a cumulative project-to-
date   basis,   the  Company  has  expended  approximately   $157
million  on  project  costs and completed  sales  at  Waikele  of
approximately   $231   million.   Project  costs   include   land
purchase   costs,  of  which,  approximately  $39   million   was
allocated  at the time of the Merger in November 1988  (see  Note
1  of  Notes  to  the  Consolidated Financial Statements  of  the
Company)  to  the portion of the Waikele project  that  has  been
sold.  Such  sales have included commercial property  and  parcel
sales   to   home   builders.   Except  for  certain   contingent
participation  rights, the Company has already  received  all  of
its  proceeds  from the sales of the residential  and  commercial
parcels at Waikele.

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

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

     (b)  Maui

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

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

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

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

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

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

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

      In  February  1996,  the  Maui  County  Council  adopted  a
Community  Plan  ordinance for West Maui that  does  not  include
any  amendments  to  the current Community  Plan  designation  of
the   Company's   North  Beach  property,  thus   rejecting   the
recommendation  of  certain  citizens  groups  that  wanted  two-
third's  of  North  Beach to be downzoned to "Park"  designation.
The  ordinance  was  signed by the Mayor of the  County  of  Maui
and became effective on February 21, 1996.

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

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

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

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

 (c)  Kauai

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

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

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

     (d)  Hawaii

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

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

       LONG-TERM   LEASES.   Each  of  the  Company's  plantation
subsidiaries  leases  agricultural  lands  from  unrelated  third
parties.   Such  leases vary in length from month-to-month  to  9
years  and  cover  parcels of land ranging in  acreage  from  one
acre  to  21,474  acres.   Certain of  such  leases  provide  the
Company,  as  lessee, with licenses for water  use.   Almost  all
of  the  leased  land of the Company is used in its  agricultural
businesses,  primarily  in connection with  the  cultivation  and
processing  of  sugar cane, with almost 15,000  acres  of  leased
land  currently  under cultivation.  Most of the  leases  provide
for  the  Company  to  pay  fixed annual minimum  rents  (ranging
from  $13  to $131 per usable acre), plus additional rents  based
upon  a  percentage of gross receipts generated by the  Company's
sugar cane operations on such land.

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

                   Approximate               Current
                    Current     Approximate  Annual   Additional Rent
        Expiration  Sugar Cane    Gross      Minimum   as % of Gross  Renewal
 Lease    Date      Acreage      Acreage     Rent      Receipts       Option
-------- ---------  ---------  ----------- -------   ----------     --------
Kekaha month to month 7,926      21,474    $251,500    variable         --
Lihue    10/30/99     4,054       6,200    $ 56,370    variable         --
Lihue    12/15/02         0       3,106    $ 20,630      none           --
Lihue    1/31/95(1)   1,919       5,151    $ 21,500    variable         --
Pioneer month to month  889       1,639    $ 51,000    variable         --
Pioneer   12/31/05      770       2,509    $100,917      7.25%          --

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

Item 3.  Legal Proceedings

      The  Company 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 1995 and 1996.
 
                            PART II
 
Item  5.   Market for the Company's and Finance's  Common  Equity
and Related Security Holder Matters

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

 

<TABLE>
Item 6.  Selected Financial Data


                     AMFAC/JMB HAWAII, INC.

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

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

Total assets         $483,605  521,598   614,547     644,711  633,995
                     ========  =======   =======    ========  ========
Amounts due affiliates -
financing           $ 103,579   76,911    15,097      15,097   28,098
                     ========  ========  =======    ========  ========
Certificate of Land Appreciation
  Notes             $220,692   220,692   384,737     384,737  384,737
                    ========   ========  =======    ========  ========
<FN>                                              
  (a)   The above selected financial data should be read in conjunction with the
financial  statements and the related notes appearing elsewhere in  this  annual
report on Form 10-K.

  (b)    The  Company is a wholly-owned subsidiary of Northbrook  Corporation  ;
therefore, net loss per share is not presented.
  (c)   In 1992, the Company adopted Statement of Financial Accounting Standards
No.   106,  "Employers'  Accounting  for  Postretirement  Benefits  Other   Than
Pensions."   The Company elected to immediately recognize the cumulative  effect
of  the  change  in  accounting for postretirement benefits  of  $43,442  (after
reduction of income taxes of $26,626), which is reflected in the 1992 net loss.

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

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

</TABLE>
Item     7.     Management's    Discussion    and    Analysis    of    Financial
Condition and Results of Operations

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

Liquidity and Capital Resources

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

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

        During    1994,    the    Company    generated    approximately    $44.3
million   in   property   sales   primarily  from   the   sale   of   the   last
two    remaining    residential   parcels   at   the    Waikele    project    on
Oahu    for    approximately    $37   million.   In   addition,    approximately
$2.3   million   of   1994   land   sales  related   to   the   Kaanapali   Golf
Estates.   The   remaining   $5.0   million   of   property   sales   in    1994
related    to   non-strategic   land   sales   on   the   islands    of    Maui,
Kauai     and     Hawaii.     Additionally,    the    Company    received     an
approximate     $4.2     million     deposit,     which     represented      the
purchase price for 452 acres on Maui.

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

        The    Company    intends    to   use   its   cash    reserves,    sales
proceeds    and    financing   or   joint   venture   arrangements    to    meet
its   short-term   (next   12   months)   and   long-term   (beyond   the   next
12    months)    liquidity    requirements,   which    include    funding    the
remaining   development   costs   at   Waikele   and   on   West   Maui,    Oahu
and    Kauai,    agricultural   deficits,   payment   of    interest    expense,
and     the    repayment    of    principal    on    debt    obligations,     as
necessary.      The     Company's    long-term    remaining     liquidity     is
dependent    upon   its   ability   to   obtain   additional    financing    and
the    consummation   of   certain   property   sales.    There   can   be    no
assurance    that    additional   long-term   financing    can    be    obtained
or    property   sales   consummated.    The   Company's   land   holdings    on
Maui    and    Kauai   are   its   primary   source   of   future   land    sale
revenues.     However,    due    to    current    market     conditions,     the
difficulty    in    obtaining    land    use    approvals    and    the     high
development     cost     of     required     infrastructure,     the     planned
development   of   these   land   holdings   and   the   ability   to   generate
cash   flow   from   these   land   holdings   are   longer   term   in   nature
than    the    time    frame   experienced   at   Waikele.    Accordingly,    if
no   such   financing   can   be   obtained   or   additional   property   sales
consummated,    the    Company   will   defer   (to   the    extent    possible)
development    costs    and    capital   expenditures    to    meet    long-term
liquidity    requirements.     Additionally,    the    Company's    plans    for
property   sales   may   also   be   adversely   impacted   by   the   inability
of potential buyers to obtain financing.

       In   1996,   net   cash   used   in   operating   activities   of   $28.9
million    and    in    investing    activities    of    $8.4    million     was
provided    by    $26.7    of   long-term   financing   from    the    Company's
parent,   $10.0   million   in   new   long-term   financing   secured   by    a
mortgage    on    property   under   development    at    the    mill-site    of
Oahu    Sugar    (which    was    partially   offset    by    total    principal
payments    on   other   Company   long-term   debt   of   approximately    $2.4
million) and $3.0 million of cash and cash equivalents.

        During    1996,   net   cash   flow   used   in   operating   activities
was    $28.9   million,   compared   to   net   cash   provided   by   operating
activities   of   $2.7   million   in  1995   and   $21.9   million   in   1994.
The    $31.6    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)   by   $9.8   million;   (ii)    the    repayment    or
refinancing    into    long-term   debt   in   1996   of   operating    advances
made    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,   resulting    in    a    total
decrease    in    cash    flow    of   $26.8   million;    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    greater    decrease    in
inventories   in   1996   by   $9.7   million   (resulting   in   greater   cash
flow),   as   compared   to   1995,   of  which   $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.

        The    $19.2    million    decrease   in   cash    flow    related    to
operating    activities   from   1994   to   1995   was   due   to:    (i)    an
increase   in   1995   of   the   net   loss   (after   adjusting   for    items
not   requiring   or   providing   cash)   by   $13.1   million   and   (ii)   a
smaller    decrease    in    inventories    in    1995    by    $21.1    million
(resulting   in   less   cash   flow),   as   compared   to   1994,   of   which
$13.4     million     related    to    sales    of    land     classified     as
inventory,    $7.6    million    related   to   agricultural    inventory    and
the     remaining     $.1    million    related    to    other     miscellaneous
inventories,   all   of   which   were   partially   offset    by    (iii)    an
increase    in    operating    advances   in    1995    from    affiliates    of
$11.8   million   and   (iv)   other   changes   in   cash   flow   netting   to
an     increase    of    $3.2    million,    which    related    primarily    to
working capital components.

        In    1996,    net    cash    flow   used   in   investing    activities
totaled    $8.4    million,    principally    due    to    property    additions
and    the    incurrence    of   other   capitalizable    costs    related    to
future      land     development.      In     1995,     investing     activities
provided    net   cash   of   $24.4   million,   principally    due    to    the
liquidation   of   $32.0   million   of   short-term   investments,    net    of
property     additions    of    $5.1    million    (a    level    of    spending
comparable   to   1996).    Included  in  1995   was   $4.5   million   of   net
cash    flow    from   property   sales,   disposals   and   retirements    that
principally    related   to   the   sale   of   certain    assets    that    had
been    used   to   operate   Oahu   Sugar   plantation,   which   was    closed
in   1995.    In   1994,   investing  activities   used   net   cash   flow   of
$38.8    million,    principally   due   to   the   increase    in    short-term
investments    by    $32.0   million   and   property    additions    of    $6.8
million.

         In    1996,    net    cash    provided    by    financing    activities
totaled   $34.3   million,   due   to   the   $26.7   of   long-term   financing
from   the   Company's   parent   and  $7.6   million   of   net   increase   in
borrowings   from   others,   as   previously   discussed.    In    1995,    net
cash    used   in   financing   activities   totaled   $47.0   million,    which
primarily     related     to     the    $105.5    million     redemption     and
purchase   of   COLAS,   of   which   $52.0   million   was   financed   by    a
long-term    borrowing    from    the   Company's    parent.     During    1995,
the    Company    borrowed    an    additional    $9.8    million    from    its
parent    to    pay   COLA   interest   and   other   operating    needs.     In
1994,    net    cash    used    in    financing    activities    totaled    $3.3
million,    which    primarily   related   to   an   $8.0   million    repayment
of    the    Company's   bank   line-of-credit   (fully   repaid   in    January
1994),   offset   by   an   additional   funding   of   $6.6   million   related
to its Waikele Golf Course loan.

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

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

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

       On   March   15,   1995,   pursuant  to  the   indenture   that   governs
the    terms   of   the   COLAS   (the   "Indenture"),   the   Company   elected
to   offer   to   redeem   (the   "Redemption  Offer")   all   Class   A   COLAS
from     its     registered    holders.     Pursuant    to    the     Redemption
Offer,   and   in   accordance   with  the   terms   of   the   Indenture,   the
Company   was   therefore   obligated   to   purchase   any   and   all    Class
A   COLAS   submitted   pursuant   to  the   Redemption   Offer   at   a   price
of   $365   per   Class   A   COLA.    In   conjunction   with   the   Company's
Redemption   Offer,   the   Company   made   a   tender   offer   (the   "Tender
Offer")    to    purchase   up   to   approximately   $68   million    principal
value   of   the  Class  B  COLAS  at  a  price  of  $220  per  Class   B   COLA
from    COLA    holders    electing   to    have    their    Class    A    COLAS
repurchased.      Approximately     229,000     Class     A      COLAS      were
submitted    for   repurchase   pursuant   to   the   Redemption    Offer    and
approximately     99,000     Class    B     COLAS     were     submitted     for
repurchase     pursuant     to     the    Tender     Offer,     requiring     an
aggregate    payment   of   the   Company   of   approximately   $105    million
on    June    1,    1995.   The   Company   used   its   available    cash    to
purchase    Class    B    COLAS   pursuant   to    the    Tender    Offer    and
borrowed   $52   million   from   Northbrook   to   purchase   Class   A   COLAS
pursuant    to   the   Redemption   Offer.    As   of   December    31,    1996,
the     Company    had    approximately    156,000    Class    A    COLAS    and
approximately     286,000    Class    B    COLAS     outstanding,     with     a
principal     balance    of    approximately    $78     million     and     $143
million, respectively.

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

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

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

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

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

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

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

        In    December    1996,   Amfac   Property   Development    Corporation,
a    wholly-owned    subsidiary    of    the    Company,    obtained    a    $10
million   loan   facility   from  a  Hawaii   bank.    The   loan   is   secured
by   a   mortgage   on   property  under  development  at   the   former   mill-
site    of    Oahu    Sugar,    and   is   considered   "Senior    Indebtedness"
(as   defined   in   the   Indenture  relating  to   the   COLAS).    The   loan
bears   interest   at   the   bank's  base   rate   (8.25%   at   December   31,
1996) plus .5% and matures on December 1, 1998.
 
         The    Company    uses    the    effective    interest    method    and
accrued   interest   on   the   COLAS  at  4%   per   annum   ("Mandatory   Base
Interest")    for    the   years   ended   December   31,   1994,    1995    and
1996.   The   Company   has   not   generated  a   sufficient   level   of   Net
Cash   Flow   to   pay   Base   Interest  on  the  COLAS   (see   Note   5)   in
excess    of    4%    ("Contingent   Base   Interest")   from    1990    through
1996.    Contingent   Base   Interest   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,
including     the    Qualified    Allowance,    other    than    federal     and
state    income   taxes   and   after   the   establishment   by   the   Company
of    reserves)    or   Maturity   Market   Value   (Maturity    Market    Value
generally   means   90%   of  the  excess  of  the   Fair   Market   Value   (as
defined    below)   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).     Approximately    $86.5     million
of    the    $94.2   million   cumulative   deficiency   of   Contingent    Base
Interest    related   to   the   period   from   August    31,    1989    (Final
Issuance   Date)   through   December   31,   1996   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,   1996,   1995   and   1994
(dollars are in millions):

                                      1996      1995      1994
                                    -------    ------    ------
Mandatory Base Interest paid       $  8.8      12.1       15.4
Contingent Base Interest paid         --        --         --
Cumulative deficiency of Contingent
  Base Interest at end of year     $ 94.2      80.9      118.0

Net Cash Flow was $0 for 1996, 1995 and 1994.

       With   respect   to   any   calendar  year,   JMB   or   its   affiliates
may   receive   a   Qualified   Allowance  in   an   amount   equal   to:    (i)
approximately    $6.2    million   during   each   of   the    calendar    years
1989    through   1993,   and   (ii)   thereafter,   1-1/2%   per    annum    of
the    Fair   Market   Value   (Fair   Market   Value   generally   means    the
value    which    an    independent   arm's-length   purchaser,    seeking    to
utilize   the   asset   for   its  highest  and  best   use,   would   pay   for
such     asset    taking    into    consideration    the    associated    risks,
benefits,    current    restrictions    and    likelihood    of    changes    to
such    restriction;   provided,   however,   that   with   respect    to    any
Fair     Market    Value    determination    of    all    of    the    Company's
assets,   such   assets  shall  not  be  valued  as   if   sold   in   bulk   to
a   single   purchaser)   of  the  gross  assets  of   the   Company   and   its
subsidiaries,     other     than    cash    and     cash     equivalents     and
Excluded     Assets     (Excluded     Assets     generally     means      assets
acquired   by   the   Company   without   the   expenditure   of   any    amount
included    in    revenues   or   receipts   for   purposes    of    determining
Net    Cash    Flow    or   assets   designated   as   Excluded    Assets,    as
restricted    by    the   Indenture;   the   Company    has    not    had    any
Excluded    Assets),    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    $54.4    million    of
Qualified   Allowance   related   to   the   period   from   January   1,   1991
through   December   31,   1996  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,   1996,   1995   and   1994
(dollars are in millions):

                                   1996      1995      1994
                                   -----    ------    -----
Qualified Allowance calculated  $  9.2       9.9      10.4
Qualified Allowance paid            --        --        --
Cumulative deficiency of Qualified
 Allowance at end of year       $ 60.6      51.4      41.5

Net Cash Flow was $0 for 1996, 1995 and 1994.

       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.

        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,  plus   55%   of   the   remaining
Maturity Market Value.

        The    Company    continues   to   implement   certain   cost    savings
measures    and    to    defer   development   project   costs    and    capital
expenditures    for    longer-term    projects.    The    Company's     Property
segment    expended    approximately   $7.9    million    in    project    costs
during     1996    and    anticipates    expending    approximately    $23.1pass
million    in    project   costs   during   1997.    As    of    December    31,
1996,    contractual    commitments   related   to   project    costs    totaled
approximately $2.1 million..

         During     1995,     the     Company     restructured     its     sugar
operations    to    improve   efficiencies   and   reduce    costs,    including
consolidation    of    the   operations   at   its   two    Kauai    plantations
and   changing   to   a   seasonal  mode  of   operations   at   each   of   its
plantations     (consistent    with    other    global    sugar     operations).
The     1995     restructuring    of    the    Company's    sugar     operations
resulted    in    a    reduction    in    staffing    of    approximately    260
positions,    which    is   an   approximately   30%    decrease    from    1994
and    a    reduction    in   annual   employment   costs    of    approximately
$4.2    million,    which    is    an   approximately    14%    decrease    from
1994.      The     Company     incurred     and     recognized     costs      of
approximately      $1.8     million     in     1995     related      to      the
restructuring.

       The   price   of   raw   sugar  that  the  Company  receives   is   based
upon     the     price     of    domestic    sugar    (less     delivery     and
administrative      costs)     as     currently     controlled      by      U.S.
Government     price    supports    legislation.    On    April     4,     1996,
President     Clinton    signed    the    Federal    Agriculture     Improvement
and   Reform   Act   of   1996  ("the  Act").   The  Act,   which   expires   in
2002,   keeps   the   "loan   rate"  at  18   cents   per   pound.   The   "loan
rate"    refers    to   the   minimum   sugar   price   established    by    the
government,    which    is   supported   primarily    by    the    setting    of
import   quotas.   In   addition,   if   prices   fall   below   such   minimum,
the    sugar    grower   is   able   to   receive   a   18-cent-a-pound    loan,
using    their    crop   as   collateral,   and   either    repay    the    loan
(with    interest)    or    forfeit    the    sugar.     However,    the     Act
includes     certain     other    adjustments    to    the     sugar     program
including    making    crop    loans    recourse    to    the    producer    and
repealing    marketing   allotments   which   may   over   time   depress    the
domestic   price   of   raw   sugar.   There   can   be   no   assurance   that,
in    the    future,    the    government   price   support    will    not    be
reduced     or     eliminated     entirely.     Such     a     reduction      or
elimination    of    price   supports   could   have    a    material    adverse
affect    on    the    Company's    agriculture   operations,    and    possibly
could    cause    the    Company   to   evaluate   the    cessation    of    its
remaining sugar cane operations.

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

        The    sugar    industry   in   Hawaii   has   experienced   significant
difficulties   during   the   past   several   years.    Growers    in    Hawaii
have    struggled   with   the   high   costs   of   production,   which    have
led    to    the    closure    of    several    plantations,    including    the
Company's    sugar   operations   on   Oahu   in   1995.    The   Company    has
tried     to     address    these    challenges    through    a    number     of
different    measures,    including   the    restructuring    in    1995    that
was previously discussed

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

        In    early   March   1997,   the   Company   announced   a   management
restructuring    that    has    resulted    in    the    creation     of     six
separately     operating     entities    in    the     following     businesses:
Sugar,    Golf,    Coffee,   Water,   Land   Management    and    Real    Estate
Development.     Each     separate    company    or     division     will     be
responsible    for    its    own   operations.   The   Company    believes    it
will       operate      more      effectively      as      several       smaller
entrepreneurial      companies,     rather      than      as      one      large
conglomerate.     Approximately    four     percent     of     the     Company's
total     employees     were     released     as     a     result     of     the
restructuring,    which   is   expected   to   result    in    annual    payroll
savings    of    approximately    $1.1    million.    The    Company    incurred
termination    costs   of   approximately   $.6   million   related    to    the
restructuring during the first quarter of 1997.

Results of Operations

     General:

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

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

        Accrued    expenses   decreased   as   of   December   31,    1996    as
compared     to     December    31,    1995,    primarily     due     to     the
reclassification    of   $3.2   million   of   deferred    interest    on    the
ERS    loan    to   non-current,   in   conjunction   with   the   April    1996
amendment of such loan (see Note 6).

        Current    portion   of   long-term   debt   decreased   and   long-term
debt   increased   as   of   December  31,  1996   as   compared   to   December
31,    1995,    due   primarily   to   the   reclassification   of    the    $66
million   ERS   loan   from   current   to   long-term   (see   Note   6).    In
addition,   long-term   debt   increased   as   of   December   31,   1996    as
compared   to   December   31,   1995  due   to   a   new   $10   million   loan
obtained for the Oahu Industrial Project (see Note 6).

         The     current    portion    of    amounts    due    to     affiliates
decreased   as   of   December   31,  1996   as   compared   to   December   31,
1995    due    to    the   payment   of   $4.9   million    of    interest    on
financing    provided    by    affiliates,   which    was    accrued    as    of
December     31,     1995,     and    the    reclassification     of     certain
intercompany    payables    totaling    approximately    $7.9    million    from
current to long-term (see Note 9).

         The    long-term    portion    of    amounts    due    to    affiliates
increased   as   of   December   31,  1996   as   compared   to   December   31,
1995,     due    to    the    previously    discussed    reclassification     of
certain      intercompany     payables     totaling      approximately      $7.9
million    from   current   to   long-term   (see   Note   9).   In    addition,
the   Company   borrowed   $18.7   million   from   Northbrook   in   1996    to
fund COLA interest payments and other operational needs.

        Other    long-term   liabilities   increased   as   of   December    31,
1996    as   compared   to   December   31,   1995   primarily   due   to    the
$3.2    million    difference    between   the    interest    expense    accrued
and    Minimum   Interest   payments   required   under   the   amended    terms
of   the   ERS   loan   (see   Note  6)  offset  in  part   by   $1.6_   million
of reductions to reserves for prior land sales.

        Interest    expense    increased   for   the   year    ended    December
31,    1996    as   compared   to   the   year   ended   December    31,    1995
primarily    due   to   $3.8   million   of   interest   expense   related    to
additional    affiliated    financing,    partially    offset    by    decreased
interest     expense    of    $1.1    million    related    to     the     early
retirement   of   Class   A   and   Class   B   COLAS   and   $.3   million   of
decreased   interest   on   other   long-term   debt,   primarily   due   to   a
decrease in the interest rate.

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

                                               1996      1995      1994
                                             -------   -------    ------- 
Agriculture Segment:
          Revenues                         $  51,805     47,656    89,237
          Cost of sales                      (54,640)   (53,430)  (86,181)
                                              (2,835)   ( 5,774)    3,056
          Operating expenses                 ( 4,690)   ( 5,108)  ( 6,949)
          Operating income (loss)            ( 7,525)   (10,882)  ( 3,893)

Property Segment:
          Revenues                            45,138     52,663    66,749
          Cost of sales                      (34,627)   (30,853)  (38,531)
                                              10,511     21,810    28,218
     Operating expenses:
      Reduction to carrying value of
         investments  in  real estate        (18,315)        --   ( 5,000)
           Other                             ( 9,779)   (10,688)  (10,284)

     Operating income (loss):
      Reduction to carrying value of
         investments  in  real  estate       (18,315)       --    ( 5,000)
             Other                               732     11,122    17,934

Unallocated operating expenses
        (primarily  overhead)               (  3,045)   ( 2,593)  ( 3,800)

Total operating income (loss)             $  (28,153)   ( 2,353)    5,241

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:

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

       Receivables   decreased   as   of   December   31,   1996   as   compared
to   December   31,   1995   primarily  due  to   the   timing   of   production
and    related    payments    received   for   deliveries    of    raw    sugar,
which    accounted    for   $2.2   million   of   the    variance,    and    the
collection    of    $1.4   million   of   insurance   claims   outstanding    as
of December 31, 1995.

       Machinery   and   equipment   increased   as   of   December   31,   1996
as   compared   to   December   31,  1995  due   primarily   to   the   purchase
of    $2.9    million   of   equipment   and   improvements   at    the    sugar
plantations.

       Agricultural   revenues   and   cost   of   sales   increased   and   the
operating   loss   decreased   for   the   year   ended   December   31,    1996
as    compared    to    the   year   ended   December   31,    1995    due    to
increased    sales   of   raw   sugar.    During   1996,   the   Company    sold
approximately   127,000   tons   of   sugar,   a   19%   increase    over    the
quantity   sold   in   1995.    The  average  price   of   sugar   sold   during
1996   was   approximately   $374   per   ton,   a   3%   decrease   over    the
average    price    in    1995.     The    Company    harvested    approximately
11,900    acres    in    1996,    as   compared    to    approximately    12,000
acres    in   1995.   The   increase   in   cost   of   sales   in   1996    was
offset    in    part    by   $8.1   million   of   higher    costs    in    1995
associated with the final phase of operations at Oahu Sugar.

         Agriculture's     revenues    from    sugar    operations     decreased
for   the   year   ended   December  31,  1995   as   compared   to   the   year
ended   December   31,   1994   as  a  result  of  lower   production   due   to
less     acres     harvested.    During    1995,    the    Company     harvested
approximately     12,000     acres,     as     compared     to     approximately
17,400    acres   in   1994.    Approximately   64%   of   the    decrease    in
acres   harvested   was   due  to  the  shutdown   of   Oahu   Sugar   and   the
remaining    difference    was    primarily   due    to    inclement    weather,
which    adversely   affected   operations   at   the   Company's   two    Kauai
plantations.    Inclement    weather   had   a    greater    impact    on    the
Company's    operations    because    of    reduced    flexibility    in     the
harvesting    schedule,   which   was   delayed   in   connection    with    the
consolidation    of    the   two   Kauai   plantations.   During    1995,    the
Company    sold    approximately    106,000    tons    of    sugar,    a     49%
decrease   form   the   quantity   sold  in  1994.    The   average   price   of
sugar   sold   during   1995   was   $386  per   ton,   a   5%   increase   over
the     average    price    in    1994.    Non-sugar    agricultural    revenues
decreased    by    $6.4   million   in   1995   due   to   approximately    $7.0
million    of    non-recurring   revenues   received   in   1994   related    to
Hurricane      Iniki     insurance     proceeds.     Agriculture's     operating
loss    for    the    year    ended   December    31,    1995    increased    as
compared    to    the    year   ended   December   31,    1994    due    to    a
deterioration    of    gross   margin   resulting    from    lower    production
in   1995   and   the   receipt   of   $7.0  million   of   non-recurring   non-
sugar revenues in 1994 previously noted.

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

       The   price   of   raw   sugar  that  the  Company  receives   is   based
upon     the     price     of    domestic    sugar    (less     delivery     and
administrative      costs)     as     currently     controlled      by      U.S.
Government    price    supports    legislation.     On    April     4,     1996,
President     Clinton    signed    the    Federal    Agriculture     Improvement
and   Reform   Act   of   1996  ("the  Act").   The  Act,   which   expires   in
2002,   keeps   the   "loan   rate"  at  18   cents   per   pound.   The   "loan
rate"    refers    to   the   minimum   sugar   price   established    by    the
government,    which    is   supported   primarily    by    the    setting    of
import   quotas.   In   addition,   if   prices   fall   below   such   minimum,
the    sugar    grower   is   able   to   receive   a   18-cent-a-pound    loan,
using    their    crop   as   collateral,   and   either    repay    the    loan
(with    interest)    or    forfeit    the    sugar.     However,    the     Act
includes     certain     other    adjustments    to    the     sugar     program
including    making    crop    loans    recourse    to    the    producer    and
repealing    marketing   allotments   which   may   over   time   depress    the
domestic   price   of   raw   sugar.   There   can   be   no   assurance   that,
in    the    future,    the    government   price   support    will    not    be
reduced     or     eliminated     entirely.      Such     a     reduction     or
elimination    of    price   supports   could   have    a    material    adverse
affect    on    the    Company's    agriculture   operations,    and    possibly
could    cause    the    Company   to   evaluate   the    cessation    of    its
remaining sugar cane operations.

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

        The    sugar    industry   in   Hawaii   has   experienced   significant
difficulties   during   the   past   several   years.    Growers    in    Hawaii
have    struggled   with   the   high   costs   of   production,   which    have
led    to    the    closure    of    several    plantations,    including    the
Company's    sugar   operations   on   Oahu   in   1995.    The   Company    has
tried     to     address    these    challenges    through    a    number     of
different    measures,   including   a   restructuring    in    1995,    whereby
its    two    Kauai   plantations   were   consolidated   and   all    of    its
sugar    plantations    were   changed   to   a   seasonal   mode.   The    1995
restructuring    of   the   Company's   sugar   operations   resulted    in    a
reduction   in   staffing   of   approximately   260   positions,    which    is
an    approximately   30%   decrease   from   1994   and    a    reduction    in
annual    employment    costs    of   approximately    $4.2    million,    which
is    an    approximately    14%    decrease    from    1994.     The    Company
incurred    and   recognized   costs   of   approximately   $1.8   million    in
1995 related to the restructuring.

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

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


Property:

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

        Inventory   increased   as   of   December   31,   1996   as    compared
to    December   31,   1995   primarily   due   to   the   reclassification   of
$29.5   million   of   land   to   inventory   discussed   below,   offset    in
part    by    a    $5.6    million    decrease   in   agricultural    inventory,
sales   of   real   estate   inventory  having  a   carrying   cost   of   $16.5
million   and   a   reduction   in  carrying  value   of   certain   assets   of
$1.7 million.

        Approximately   $29.5   million   of   the   decrease   in   land    and
land    improvements    as   of   December   31,    1996    as    compared    to
December    31,   1995   was   due   to   the   reclassification   of    certain
land    parcels    held    for   sale   to   inventory   and    an    additional
decrease   of   $16.6   million   was  due  to   the   reduction   in   carrying
value of certain assets, as discussed below.

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

        Other    assets    increased    as   of    December    31,    1996    as
compared   to   December   31,  1995  primarily   due   to   $5.2   million   of
deferred      costs      related     to     preliminary      planning      costs
associated with potential future development projects.

        For   the   year   ended   December   31,   1996   and   December    31,
1995,    the    Company    generated    approximately    $18.9    million    and
$30.8    million    of    land   sales,   respectively.    Approximately    $5.5
million    of    1996    land   sales   related   to    the    Kaanapali    Golf
Estate    (see    discussion   below)   and   the   remaining   $13.4    million
was    primarily   from   the   sale   of   non-strategic   land   parcels    on
Maui,    Kauai,   Hawaii   and   Oahu.    During   1995,   $4.1    million    of
land   sales   related   to   the   ocean-front   parcel   developed   by    the
Company     in    Kaanapali    (see    discussion    below),    $1.4     million
related    to    the    Kaanapali   Golf   Estate   (see    discussion    below)
and   the   remaining   $25.3   million  was  primarily   from   the   sale   of
non-strategic    land    parcels   on   Maui,   Kauai,    Hawaii    and    Oahu.
Property    revenues    also    include   the   operations    of    the    three
golf    courses   owned   by   the   Company,   which   accounted   for    total
revenues   of   $15.2   million   and  $15.4  million   for   1996   and   1995,
respectively.

        Property    cost    of   sales   increased   for    the    year    ended
December,   31,   1996   as   compared  to   the   year   ended   December   31,
1995    primarily   due   to   lower   margins   realized   for   the    parcels
sold in 1996.

        During    1994,    the    Company    generated    approximately    $44.3
million    of    land    sales,   primarily    from    the    sales    of    the
remaining    two    residential   parcels   at   the    Waikele    project    on
Oahu    for    approximately    $37   million.   In   addition,    approximately
$2.3   million   of   1994   land   sales  related   to   the   Kaanapali   Golf
EstatesThe   balance   of   the   1994   proceeds   resulted   from   the   sale
of    non-strategic    parcels    on   various   islands    for    approximately
$5.0      million.       Additionally,     the     Company      received      an
approximate     $4.2     million     deposit,     which     represented      the
purchase    price    for    452    acres   of    agriculture-zoned    land    on
Maui.     The    gain    from   such   sale   is   being   deferred    due    to
certain    profit    participation   rights    retained    by    the    Company.
Property    revenues    also    include   the   operations    of    the    three
golf    courses   owned   by   the   Company,   which   accounted   for    total
revenues of $14.7 million for 1994.

       Property   cost   of   sales   for  1995  was   consistent   with   1994,
as a percentage of property revenues.

OAHU ACTIVITY

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

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

MAUI ACTIVITY

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

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

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

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

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

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

        In    February    1996,   the   Maui   County    Council    adopted    a
Community    Plan   ordinance   for   West   Maui   that   does   not    include
any    amendments    to    the   current   Community   Plan    designation    of
the     Company's     North    Beach    property,     thus     rejecting     the
recommendation    of    certain    citizens    groups    that    wanted     two-
third's    of   North   Beach   to   be   downzoned   to   "Park"   designation.
The   ordinance   was   signed   by   the  Mayor   of   the   County   of   Maui
and became effective on February 21, 1996.

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

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

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

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

KAUAI ACTIVITY

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

Inflation

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

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



                     AMFAC/JMB HAWAII, INC.

                             INDEX


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

Notes to Consolidated Financial Statements


Schedule

    Valuation and Qualifying Accounts          II


Schedules not filed:

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


                    AMFAC/JMB FINANCE, INC.

                             INDEX

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


Schedules not filed:

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


                 REPORT OF INDEPENDENT AUDITORS


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

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

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

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



 


                                    ERNST & YOUNG LLP


Honolulu, Hawaii
March 21, 1997
<TABLE>
                     AMFAC/JMB HAWAII, INC.

                  Consolidated Balance Sheets

                   December 31, 1996 and 1995

                     (Dollars in Thousands)
                          A s s e t s
<CAPTION>
                                                     1996        1995
                                                     -----     -------   
<S>                                             <C>              <C>
Current assets:
  Cash and cash equivalents                         $8,736      11,745
  Receivables - net                                  4,741       8,720
  Inventories                                       56,808      49,641
  Prepaid expenses                                   3,439       3,102
                                                    -------    --------
          Total current assets                      73,724      73,208
                                                   -------     --------
Investments                                         46,187      45,080
                                                   -------     --------
Property, plant and equipment:
  Land and land improvements                       289,294     336,069
  Machinery and equipment                           60,981      56,882
  Construction in progress                           1,365       1,428
                                                  -------     --------
                                                   351,640     394,379
  Less accumulated depreciation and amortization    33,856      21,762
                                                  -------     --------
                                                   317,784     366,617
Deferred expenses                                   12,975      14,225
Other assets                                        32,935      28,468
                                                  -------     --------
                                                  $483,605     521,598
                                                  ========    ========
                     L i a b i l i t i e s
Current liabilities:
  Accounts payable                                 $ 5,719       8,562
  Accrued expenses                                   9,274      13,268
  Current portion of long-term debt                  1,471      67,730
  Current portion of deferred income taxes           5,422      10,902
  Amounts due to affiliates                          8,905      22,862
                                                   -------     -------
          Total current liabilities                 30,791     123,324
                                                   -------     -------
Amounts due to affiliates                          103,579      76,911
Accumulated  postretirement benefit obligation      57,662      61,037

                     AMFAC/JMB HAWAII, INC.

            Consolidated Balance Sheets - Continued

                   December 31, 1996 and 1995
                                        
                        (Dollars in Thousands)

                                                      1996         1995
                                                     ------       ------

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

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

Common stock, no par value
  Authorized, issued and outstanding 1,000 shares        1            1
Additional paid-in capital                           6,278       11,495
Retained earnings (deficit)                       (159,850)    (125,684)
                                                   --------    --------
          Total stockholder's equity (deficit)    (153,571)    (114,188)
                                                  --------     --------
                                                   483,605      521,598
                                                  =========    =========


<FN>

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


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

          Years ended December 31, 1996, 1995 and 1994
                     (Dollars in Thousands)
<CAPTION>
                                                   1996       1995      1994
                                                  ------    -------   --------
<S>                                             <C>       <C>        <C>
Revenues:
  Agriculture                                    $51,805    47,656     89,237
  Property                                        45,138    52,663     66,749
                                                  -------  -------    --------
                                                  96,943   100,319    155,986
                                                  -------  -------    --------
Cost of sales:
  Agriculture                                     54,640    53,430     86,181
  Property                                        34,627    30,853     38,531
                                                  -------  -------    --------
                                                  89,267    84,283    124,712
Operating expenses:
  Selling, general and administrative             11,160    11,666     13,817
  Depreciation and amortization                    6,354     6,723      7,216
  Reduction to carrying value of investments in
  real estate                                     18,315        --      5,000
                                                  -------  -------    --------
       Total costs and expenses                  125,096   102,672    150,745
                                                  -------  -------    --------
       Operating income (loss)                   (28,153)   (2,353)     5,241
                                                  -------  -------    --------
Non-operating income (expenses):
  Amortization of deferred costs                  (1,222)   (1,557)    (2,086)
  Interest income                                    463     1,288      1,977
   Interest  expense                             (26,297)  (25,233)   (25,929)
                                                 -------   -------    --------
                                                 (21,056)  (25,502)   (26,038)
                                                  -------   -------    -------

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

   Consolidated Statements of Stockholder's Equity (Deficit)

          Years ended December 31, 1996, 1995 and 1994

                     (Dollars in Thousands)
<CAPTION>

                                                                   Total
                                                                  Stock-
                                                     Retained      holder's
                                   Common  Paid-In   Earnings      Equity
                                    Stock  Capital   (Deficit)    (Deficit)
<S>                               <C>      <C>        <C>       <C>
Balance,  December 31, 1993        $     1 (10,370)  (125,35)     (135,728)

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

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

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

<FN>

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

</TABLE>

<TABLE>
                     AMFAC/JMB HAWAII, INC.

             Consolidated Statements of Cash Flows

          Years ended December 31, 1996, 1995 and 1994

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



                     AMFAC/JMB HAWAII, INC.

       Consolidated Statements of Cash Flows - Continued

          Years ended December 31, 1996, 1995 and 1994

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

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


                     AMFAC/JMB HAWAII, INC.

           Notes to Consolidated Financial Statements

                December 31, 1996, 1995 and 1994

                     (Dollars in Thousands)

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION AND BASIS OF ACCOUNTING

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

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

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

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

     PRINCIPLES OF CONSOLIDATION

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

     STATEMENT OF CASH FLOWS

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


                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                     (Dollars in Thousands)


     FAIR VALUE OF FINANCIAL INSTRUMENTS

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

      INVENTORY CAPITALIZATION AND RECOGNITION OF REVENUE  FROM  THE
SALE OF SUGAR

      The  Company capitalizes all of the expenditures  incurred  in
bringing  crops  to  their  existing condition  and  location.  Such
capitalized  expenditures  include  those  costs  related   to   the
planting,  cultivation  and  growing of  sugar  cane  grown  on  the
agricultural properties of the Company. Inventory reflected  in  the
accompanying  consolidated balance sheets at December 31,  1996  and
1995             is             not            in             excess

                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

of  its  estimated net realizable value. Reductions in the estimated
net   realizable   value  of  unsold  sugar  are   recognized   when
anticipated.   In  determining the net realizable  value  of  unsold
sugar,  the price the Company uses is based upon the domestic  price
of  sugar. The Company recognizes revenue and related cost of  sales
upon  delivery of its raw sugar to the California and  Hawaii  Sugar
Company ("C&H").

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

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

     INVESTMENTS

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

     LAND DEVELOPMENT

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

                         AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                     (Dollars in Thousands)

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

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

     LONG-LIVED ASSETS

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

      In  accordance  with  the provisions of  the  COLA  Indenture,
appraisals  were performed for certain assets of the Company  as  of
December  31, 1996 and 1994, which reflected a decline in value  for
certain  properties. 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.  Based on appraisals performed as of December 31,  1994,
the  Company  recorded, as a matter of prudent accounting  practice,
reductions to the carrying value of certain properties in1994 in the
amount  of $5,000to properly reflect the estimated market  value  of
the property in its current state of development.

     EFFECTIVE INTEREST

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

     INTEREST RATE SWAPS AND CAPS

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

                      AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

     PROPERTY, PLANT AND EQUIPMENT

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

     DEFERRED EXPENSES

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

     RECOGNITION OF PROFIT FROM REAL PROPERTY SALES

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

     INCOME TAXES

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

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

      USE OF ESTIMATES

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

                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

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

(3)  INVESTMENTS
     The Company's investments at December 31, 1996 and 1995 consist
of the following:
                                                     Carrying Value
                                                    ---------------

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

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



                          AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                        (Dollars in Thousands)

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

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

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

Current assets        $      255    13,613          210    31,558

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


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

(4)  AMOUNTS DUE AFFILIATES - FINANCING

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

                        AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                     (Dollars in Thousands)


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

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

(5)  CERTIFICATE OF LAND APPRECIATION NOTES

       The  COLAS  are  unsecured debt obligations of  the  Company.
Interest  on the COLAS is payable semi-annually on February  28  and
August 31 of each year.  The COLAS mature on December 31, 2008,  and
bear  interest after the Final Issuance Date (August 31, 1989) at  a
rate of 10% per annum ("Base Interest") of the outstanding principal
balance of the COLAS on a cumulative, non-compounded basis, of which
6%  per annum is contingent ("Contingent Base Interest") and payable
only to the extent of Net Cash Flow (Net Cash Flow for any period is
generally an amount equal to 90% of the Company's net cash revenues,
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 1996. Approximately  $86,545
of  the  $94,169 cumulative deficiency of Contingent  Base  Interest
related  to  the  period from August 31, 1989 (Final Issuance  Date)
through  December 31, 1996 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, 1996, 1995 and 1994:

                                       1996      1995      1994
                                     -------    -------  -------   
Mandatory Base Interest paid       $  8,828     12,109    15,389
Contingent Base Interest paid            --        --        --
Cumulative deficiency of Contingent
  Base Interest at end of year     $ 94,169     80,927   117,986

Net Cash Flow was $0 for 1996, 1995 and 1994.

      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 liabilites  have  been  incurred  in
connection with its operations), plus 55% of the remaining  Maturity
Market Value.


                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                     (Dollars in Thousands)

      On  March  14, 1989, Amfac/JMB Finance ("Finance"), a  wholly-
owned  subsidiary  of Northbrook, and the Company  entered  into  an
agreement   (the   "Repurchase  Agreement")   concerning   Finance's
obligations to repurchase, on June 1, 1995 and 1999, the COLAS  upon
request of the holders thereof.  The COLAS were issued in two  units
consisting of one Class A and one Class B COLA.  As specified in the
Repurchase Agreement, the repurchase of the Class A COLAS  may  have
been  requested by the holders of such COLAS on June 1,  1995  at  a
price  equal  to the original principal amount of such  COLAS  ($.5)
minus  all  payments  of principal and interest  allocated  to  such
COLAS. The cumulative interest paid per Class A COLA through June 1,
1995  was  $.135.   The  repurchase of the  Class  B  COLAS  may  be
requested of Finance by the holders of such COLAS on June 1, 1999 at
a price equal to 125% of the original principal amount of such COLAS
($.5) minus all payments of principal and interest allocated to such
COLAS.   As of December 31, 1996, the cumulative interest  paid  per
Class  A  and  Class  B  COLA  was approximately  $.165  and  $.165,
respectively.

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

      On  March 15, 1995, pursuant to the indenture that governs the
terms  of the COLAS (the "Indenture"), the Company elected to  offer
to  redeem  (the  "Redemption Offer") all Class  A  COLAS  from  the
registered  holders,  thereby eliminating  Finance's  obligation  to
satisfy  the  Class  A  COLA repurchase options  requested  by  such
holders  as of June 1, 1995.  Pursuant to the Redemption Offer,  and
in  accordance  with  the terms of the Indenture,  the  Company  was
therefore  obligated to purchase any and all Class A COLAS submitted
pursuant  to  the Redemption Offer at a price of $.365 per  Class  A
COLA.   In  conjunction  with the Company's  Redemption  Offer,  the
Company made a tender offer (the "Tender Offer") to purchase  up  to
approximately  $68,000 principal value of the Class  B  COLAS  at  a
price  of $.220 per Class B COLA from COLA holders electing to  have
their Class A COLAS repurchased. Approximately 229,000 Class A COLAS
were  submitted for repurchase pursuant to the Redemption Offer  and
approximately  99,000  Class B COLAS were submitted  for  repurchase
pursuant to the Tender Offer, requiring an aggregate payment by  the
Company of approximately $105,450 on June 1, 1995. The Company  used
its  available cash to purchase Class B COLAS pursuant to the Tender
Offer and borrowed $52,000 from Northbrook to purchase Class A COLAS
pursuant  to  the  Redemption Offer. As of December  31,  1996,  the
Company  had  approximately 156,000 Class A COLAS and  approximately
286,000  Class  B  COLAS outstanding, with a  principal  balance  of
approximately $78,000 and $143,000, respectively.

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

                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

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

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

(6)  LONG-TERM DEBT

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

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


                      AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

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

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

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

                      AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

 (7)  RENTAL ARRANGEMENTS

     As Lessee

      The  Company  rents, as lessee, various land,  facilities  and
equipment  under  operating leases.  Most land  leases  provide  for
renewal  options and minimum rentals plus contingent payments  based
on  revenues  or  profits.   Included in rent  expense  are  minimum
rentals  and  contingent  payments  for  operating  leases  in   the
following amounts:
                                     1996      1995        1994
                                    ------    ------      ------
   Minimum and fixed rents           $2,357    2,789      3,956
   Contingent payments                1,181    1,261      2,476
   Property taxes, insurance and other
   charges                            1,241      445        669
                                     -------   ------    ------
                                     $4,779    4,495      7,101
                                    ========  ========   =======

      Future  minimum  lease payments under noncancelable  operating
leases aggregate approximately $13,403 and are due as follows: 1997,
$1,960; 1998, $2,138; 1999, $1,959; 2000, $2,005; 2001, $1,663;  and
thereafter, $3,678.

(8)  EMPLOYEE BENEFIT PLANS

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

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

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


                        AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

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

      Net  periodic postretirement benefit cost (credit)  for  1996,
1995 and 1994 includes
the following components:
                 December 31,       December 31,          December  31,
                    1996                1995                   1994
            ------------------    -----------------      ----------------
                    Life                  Life                   Life
           Medical Insurance    Medical Insurance      Medical Insurance
            Plans   Plans  Total  Plans   Plans  Total  Plans    Plan   Total
           ------ ------- ------ -----   -----  ------  ------  ----   ------
Svc cost   $  394    23    417     378     15    393      483     17     500
Int. cost   1,681   289  1,970   1,991    296  2,287    3,428    292   3,720
Amortization of
 net(gain)
 loss      (3,396)   30 (3,366) (3,310)    24 (3,286)  (1,290)    35  (1,255)
           ------- ------ ------ ------ -----  -------   ----  -----  -----
Net periodic
 postretirement
 benefit cost
   (credit)$(1,321) 342   (979)   (941)    335  (606)   2,621    344   2,965
           ====== ====== ====== ======  ======  =====  ======  =====   =====

The  following  table sets forth the plans' combined  funded  status
reconciled
with  the  amounts included in the Company's consolidated  financial
statements
at December 31, 1996 and 1995:

                                 December  31,          December 31,
                                  1996                      1995
                             -------------------     ------------------
                                    Life                    Life
                         Medical Insurance        Medical Insurance
                           Plans   Plan    Total   Plans   Plan     Total
                          ------  ------  ------    ----   -----   ------
Accumulated postretirement
 benefit obligation:
   Retirees              $17,385   3,827  21,212   16,048  3,915   9,963
Fully eligible active
 plan   members              195      16     211      310     29     339
Other active plan members  4,514     164   4,678    6,928    153   7,081
                           ------  ------ ------   ------  ------  -----
                           22,094   4,007 26,101   23,286   4,097 21,383
Unrecognized net gain
(loss)                     31,912    (351)31,561   33,958    (304)33,654
                           ------  ------ ------   -----    ----- ------
Acc. postretirement benefit
 cost                      54,006   3,656 57,662   57,244   3,793 61,037
                           ======  ======  ====== ======    ===== ======

                         AMFAC/JMB HAWAII, INC.

             Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

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

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

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

(9)  TRANSACTIONS WITH AFFILIATES

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

      With  respect to any calendar year, JMB or its affiliates  may
receive   a  Qualified  Allowance  in  an  amount  equal  to:    (i)
approximately $6,200during 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


                         AMFAC/JMB HAWAII, INC.

             Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

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 $54,400 of Qualified Allowance related  to  the
period from January 1, 1991 through December 31, 1996  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, 1996, 1995 and 1994:

                                   1996      1995      1994
Qualified Allowance calculated  $9,240     9,901     10,366
Qualified Allowance paid            --        --        --
Cumulative deficiency of Qualified
 Allowance at end of year       $60,632    51,392     41,491

Net Cash Flow was $0 for 1996, 1995 and 1994.

      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 for the years ended December 31, 1996, 1995 and  1994
was approximately $653, $587 and $500, respectively, of which $1,241
was  unpaid as of December 31, 1996. In addition, as of December 31,
1996,  the  current  portion of amounts due to  affiliates  includes
$9,106  of income tax payable related to the Class A COLA Redemption
Offer  (see  note  5).   Also, the Company  pays  a  non-accountable
reimbursement  of  approximately  $30  per  month  to  JMB  or   its
affiliates in respect of general overhead expense, all of which  was
paid as of December 31, 1996.


                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

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

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

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

(10)  SIGNIFICANT CUSTOMER

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

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

(11)  COMMITMENTS AND CONTINGENCIES

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

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

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

                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

 
(12)  INCOME TAXES

     Total income tax expense (benefit) for the years ended December
31, 1996, 1995 and 1994 was allocated as follows:
                                           1996     1995    1994
                                           ------ --------  -------
Loss before extraordinary gain          $(21,043) (8,019)   (7,764)
Extraordinary gain                            --   20,807      --
                                         -------  -------    ------
                                        $(21,043)  12,788   (7,764)
                                         =======  =======   ======

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

                                      $(12,379)   4,360   (8,019)
                                       =======  ======   ========
Year ended December 31, 1994:
  U.S. federal                        $  20,946 (21,515)  (6,569)
  State                                   3,808  (5,003)  (1,195)
                                       -------  -------  ---------
                                      $  24,754 (32,518)  (7,764)
                                       ========  =======  =======

                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                     (Dollars in Thousands)

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

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

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

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



                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                     (Dollars in Thousands)

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

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

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

        
                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Concluded

                     (Dollars in Thousands)

(13)  SEGMENT INFORMATION

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

      Total  revenues,  operating  income  (loss),  assets,  capital
expenditures, and depreciation and amortization by industry  segment
for 1996, 1995 and 1994 are set forth below:
                                    1996        1995         1994
                                  -------     -------      -------
     Revenues:
       Agriculture                $51,805      47,656      89,237
       Property                    45,138      52,663      66,749
                                  --------   --------     --------
                                  $96,943     100,319     155,986
                                 ========    ========     ========
     Operating income (loss):
       Property:
         Reduction to carrying value
         of investments in real
         estate                  $(18,315)        --       (5,000)
         Other                        732     11,122       17,934
       Agriculture                 (7,525)   (10,882)      (3,893)
       Other                       (3,045)    (2,593)      (3,800)
                                 --------    --------      --------
                                 $(28,153)    (2,353)       5,241
                                 ========    ========     ========
     Total assets:
       Property                  $225,372    199,999      207,980
       Agriculture                239,222    304,170      321,906
       Other                       19,011     23,429       84,661
                                 --------   --------     --------
                                 $483,605    521,598      614,547
                                 ========    ========    ========
     Capital expenditures:
       Property                  $    845      1,529        2,872
       Agriculture                  3,160      3,616        3,891
       Other                          252         --           --
                                  -------    --------    --------
                                 $  4,257      5,145        6,763
                                 =======     ========    ========
     Depreciation and amortization:
       Property                  $  2,179      1,991        2,128
       Agriculture                  4,120      4,538        4,889
       Other                           55        194          199
                                  -------    -------      --------
                                  $ 6,354      6,723        7,216
                                  =======    =======     ========

(14)                        Subsequent Event

      On  February  28,  1997, an interest payment of  approximately
$4,414  was  paid  to  the holders of COLAS.  The  Company  borrowed
approximately $4,414 from Northbrook to make the interest payment.
<TABLE>
     Schedule II
                     AMFAC/JMB HAWAII, INC.

               Valuation and Qualifying Accounts

          Years ended December 31, 1996, 1995 and 1994

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



                 REPORT OF INDEPENDENT AUDITORS



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

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

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

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












                                    ERNST & YOUNG LLP


Honolulu, Hawaii
March 21, 1997


                    AMFAC/JMB FINANCE, INC.

                         Balance Sheets

                   December 31, 1996 and 1995

      (Dollars in thousands, except per share information)



                          A S S E T S


                                                             1996     1995

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

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

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





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


                     AMFAC/JMB FINANCE, INC.

                  Notes to the Balance Sheets

                   December 31, 1996 and 1995

                     (Dollars in Thousands)

(1)  ORGANIZATION AND ACCOUNTING POLICY

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

(2)  KEEP-WELL AGREEMENT

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

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

(3)  REPURCHASE OBLIGATION

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

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

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



                            PART III

Item 10.  Directors and Executive Officers of the Registrant

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

                                           Position
                                           Held with
      Name                                the Company
  -------------                         ---------------

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


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

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

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

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

       Judd   D.   Malkin   (age   59)  is  Chairman  of   the   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   59)   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.

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

       Gary   R.   Grottke   (age   41)   is  Executive   Vice   President   and
Chief   Operating   Officer   since  January  1994   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.

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

       Chris   Kanazawa   (age   44)   is  Senior   Vice   President    of   the
Company    since    April   1993   and   has   served    as    Director    since
January     1994     Prior   to    April   1993,   Mr.   Kanazawa    was    Vice
President    of    Amfac   Property   Development   Corporation    since    1989
 .     He   has   been   associated   with   the   Registrant   since   September
1981.    Mr.   Kanazawa   holds   a   Bachelors   degree   in   Economics   from
the    University    of    Hawaii   and   a   Masters   degree    in    Business
Administration from the University of Southern California.

        Teney    K.    Takahashi    (age    58)    is    Vice    President    of
Amfac/JMB    Hawaii   -   Properties   since   rejoining    the    Company    in
April   1995.    Prior   to   rejoining   Amfac,   Mr.   Takahashi   served   as
President      and     Director     of     Princeville     Corporation      from
September    1991   to   March   1995,   and   President   and    Director    of
Malama    Pacific,    Inc.   from   July   1988    to    August    1991.     Mr.
Takahashi previously worked for Amfac from 1973 - 1988.

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

       Timothy   E.   Johns   (age   40)   is  Vice   President   of   Amfac/JMB
Hawaii    -    Properties    Division   since   January    1994.    Mr.    Johns
served   as   Counsel   and   Senior  Counsel  for   the   Company   from   1990
through   1993.   He   holds   a   J.D.   degree   from   the   University    of
Southern   California   Law   Center   and   is   a   member   of   the   Hawaii
State Bar Association.



Item 11.  Executive Compensation

        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)
                -------------------------------------
                                                                   Other
                                                                   Annual
                                                                  Compensa-
    Name          Principal                Salary      Bonus        tion
    (2)           Position        Year     ($) (3)       ($)        ($)
 ---------       ----------      -------   --------   -------    --------
Edward G.  President, Chief Exec.  1996     80,000      N/A         N/A
   Karl    Officer and Director    1995     75,000      N/A         N/A
                                   1994     72,000      N/A         N/A

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

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

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

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



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

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

(3)       Salaries    for   Mr.   Karl   and   Mr.   Grottke    represent    the
  portions    of    their    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
$8.9    million,    $5.4   million   and   $1.3   million    for    the    years
ended    1996,    1995    and   1994,   respectively,   in    connection    with
the     acquisition    and    additional    financing    obtained    from     an
affiliate, all of which was paid as of December 31, 1996.

       With   respect   to   any   calendar  year,   JMB   or   its   affiliates
may   receive   a   Qualified   Allowance  in   an   amount   equal   to:    (i)
approximately    $6.2    million   during   each   of   the    calendar    years
1989    through   1993;   and   (ii)   thereafter,   1-1/2%   per    annum    of
the   Fair   Market   Value   (as  defined)  of  the   gross   assets   of   the
Company     and    its    subsidiaries    (other    than    cash    and     cash
equivalents    and    Excluded    Assets    (as    defined))    for    providing
certain    advisory    services    for   the   Company.    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    $54.4    million    of
Qualified   Allowance   related   to   the   period   from   January   1,   1991
through   December   31,   1996  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,   1996,   1995   and   1994
(dollars are in millions):

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

Qualified Allowance calculated      $  9.2       9.9      10.4
Qualified Allowance paid                --        --        --
Cumulative deficiency of Qualified
 Allowance at end of year           $ 60.6      51.4      41.5

Net Cash Flow was $0 for 1996, 1995 and 1994.

       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,   1996,   1995   and  1994  was   $.7   million,   $.6   million,
$.5   million,   respectively,   of   which   $1.2   million   was   unpaid   as
of   December   31,   1996.    In   addition,   as   of   December   31,   1996,
the     current     portion     of    amounts    due     affiliates     includes
approximately    $9.1    million   of   income   tax    payable    related    to
the   Class   A   Redemption   Offer.    Also,   the   Company   pays   a   non-
accountable     reimbursement    of    approximately    $.03     million     per
month   to   JMB   or   its   affiliates  in   respect   of   general   overhead
expense, all of which was paid as of December 31, 1996.

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

                               10.1*         Escrow    Deposit
                            Agreement.
                               10.2*     General Lease S-4222,
                          dated  January 1,     1969,  by  and
                          between  the State of  Hawaii    and
                          Kekaha Sugar Company, Limited.
                                 10.3*      Grove  Farm  Haiku
                          Lease,  dated January 25,       1974
                          by  and  between Grove Farm Company,
                          Incorporated    and    The     Lihue
                          Plantation     Company, Limited.
                               10.4*     General Lease S-4412,
                          dated  October 31,    1974,  by  and
                          between  the State of  Hawaii    and
                          the    Lihue   Plantation   Company,
                          Limited.
                               10.5*     General Lease S-4576,
                          dated  March  15,     1978,  by  and
                          between  the State of  Hawaii    and
                          The    Lihue   Plantation   Company,
                          Limited.
                               10.6*     General Lease S-3821,
                          dated  July  8,  1964,       by  and
                          between  the  State  of  Hawaii  and
                          East Kauai Water Company, Ltd.
                                10.7*     Amended and Restated
                          Power Purchase      Agreement, dated
                          as of June 15, 1992, by  and between
                          The    Lihue   Plantation   Company,
                          Limited   and   Citizens   Utilities
                          Company.
                                        10.8*      U.S.   Navy
                            Waipio    Peninsula   Agricultural
                            Lease,   dated   May   26,   1964,
                            between   The  United  States   of
                            America  (as  represented  by  the
                            U.S.    Navy)   and   Oahu   Sugar
                            Company, Ltd.
                                       10.9*     Amendment  to
                            the  Robinson Estate Hoaeae Lease,
                            dated   May  15,  1967,   by   and
                            between  various Robinsons,  heirs
                            of    Robinsons,   Trustees    and
                            Executors,  etc.  and  Oahu  Sugar
                            Company,   Limited  amending   and
                            restating the previous lease.
                                       10.10*    Amendment  to
                            the  Campbell Estate Lease,  dated
                            April  16, 1970, between  Trustees
                            under  the Will and of the  Estate
                            of  James Campbell, Deceased,  and
                            Oahu    Sugar   Company,   Limited
                            amending    and   restating    the
                            previous lease.
                                       10.11*    Bishop Estate
                            Lease  No. 24,878, dated June  17,
                            1977,  by and between the Trustees
                            of  the  Estate of Bernice  Pauahi
                            Bishop  and Pioneer Mill  Company,
                            Limited.
                                       10.12*    General Lease
                            S-4229,  dated February 25,  1969,
                            by   and  between  the  State   of
                            Hawaii,  by its Board of Land  and
                            Natural   Resources  and   Pioneer
                            Mill Company, Limited.
                                         10.13*      Honokohau
                            Water License, dated December  22,
                            1980,   between   Maui   Pineapple
                            Company  Ltd.  and  Pioneer   Mill
                            Company, Limited.
                                           10.14*        Water
                            Licensing     Agreement,     dated
                            September   22,   1980,   by   and
                            between   Maui  Land  &  Pineapple
                            Company, Inc. and Amfac, Inc.
                                       10.15*    Joint Venture
                            Agreement, dated as of  March  19,
                            1986,   by   and   between   Amfac
                            Property  Development  Corp.   and
                            Tobishima  Properties  of  Hawaii,
                            Inc.
                                        10.16*     Development
                            Agreement, dated March  19,  1986,
                            by  and  between  Kaanapali  North
                            Beach   Joint  Venture  and  Amfac
                            Property   Investment  Corp.   and
                            Tobishima Pacific, Inc.

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


                                        10.22**    Amfac-Amfac
                            Hawaii   Tax   Agreement,    dated
                            February  21, 1989 between  Amfac,
                            Inc. and Amfac/JMB Hawaii, Inc.
                                         10.23**      Services
                            Agreement,   dated  November   18,
                            1988,  between  Amfac/JMB  Hawaii,
                            Inc.,     and    Amfac    Property
                            Development Corp.; Amfac  Property
                            Investment Corp.; Amfac Sugar  and
                            Agribusiness,   Inc.;    Kaanapali
                            Water      Corporation;      Amfac
                            Agribusiness, Inc.;  Kekaha  Sugar
                            Company,   Limited;   The    Lihue
                            Plantation Company, Limited;  Oahu
                            Sugar  Company,  Limited;  Pioneer
                            Mill  Company, Limited; Puna Sugar
                            Company,  Limited; H.  Hackfeld  &
                            Co.,     Ltd.;    and     Waiahole
                            Irrigation  Company,  Limited  and
                            JMB Realty Corporation.
                                                   19.0*******
                            $35,700,000 agreement for sale  of
                            C&H  and certain other C&H assets,
                            to  A&B  Hawaii, Inc. in  June  of
                            1993.
                                       22.1*      Subsidiaries
                            of Amfac/JMB Hawaii, Inc.
                                        28.1**     A  copy  of
                            pages  19,  41-45 and  51  of  the
                            Prospectus  of  the Company  dated
                            December 5, 1988 (relating to  SEC
                            Registration Statement on Form  S-
                            1  (as amended) File No. 33-24180)
                            and    hereby   incorporated    by
                            reference.

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

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

**       Previously filed as exhibits to the Company's Form 10-
K  report under the Securities Act of 1934 (File No. 33-24180)
filed on March 21, 1989 and hereby incorporated by reference.

***      Previously filed as exhibits to the Company's Form 10-
K  report under the Securities Act of 1934 (File No. 33-24180)
filed on March 21, 1991 and hereby incorporated by reference.

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

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

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

*******  Previously filed as exhibits to the Company's Form 10-
K  report under the Securities Act of 1934 (File No. 33-24180)
filed on March 21, 1994 and hereby incorporated by reference.

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

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

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

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

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

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




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


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

                           


                           SIGNATURES


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


                             AMFAC/JMB HAWAII, INC.



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

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



                             By:  Edward G. Karl
                                 President,  Chief  Executive  Officer
                                 and  Director
                             Date: March 21, 1997



                             By:  Peggy Sugimoto
                                  Senior Vice President and
                                  Chief Financial Officer
                             Date: March 21, 1997



                             By:  Gary Grottke
                                  Executive Vice President,
                                  Chief  Operating Officer  and
                                  Director
                             Date: March 21, 1997



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



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


                           SIGNATURES


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


                             AMFAC/JMB FINANCE, INC.



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

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



                             By:  Edward G. Karl
                                  President and
                                  Chief Executive Officer
                             Date: March 21, 1997



                             By:  Steven E. Plonsker
                                  Senior Vice President
                             Date: March 21, 1997



                             By:  Gary Nickele
                                  Director
                             Date: March 21, 1997



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







                           SIGNATURES


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


                             AMFAC PROPERTY DEVELOPMENT CORP.



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

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



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



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



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



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


                           SIGNATURES


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


                             AMFAC PROPERTY INVESTMENT CORP.



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

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



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



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



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



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




                           SIGNATURES


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


                       AMFAC  SUGAR  AND  AGRIBUSINESS, INC.



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

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



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



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



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



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



                           SIGNATURES


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


                             KAANAPALI WATER CORPORATION



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

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



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



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



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



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


                           SIGNATURES


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


                             AMFAC AGRIBUSINESS, INC.



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

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



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



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




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



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




                           SIGNATURES


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


                             KEKAHA SUGAR COMPANY, LIMITED



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

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



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



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



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



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


                           SIGNATURES


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


                                   THE       LIHUE      PLANTATION      COMPANY,
LIMITED



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

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



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



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



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



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



                           SIGNATURES


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


                             OAHU SUGAR COMPANY, LIMITED



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

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



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



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



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



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




                           SIGNATURES


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


                             PIONEER MILL COMPANY, LIMITED



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

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



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



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



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



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


                           SIGNATURES


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


                             PUNA SUGAR COMPANY, LIMITED



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

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



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



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



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



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



                           SIGNATURES


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


                             H. HACKFELD & CO., LTD.



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

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



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



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



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



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



                           SIGNATURES


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


                       WAIAHOLE  IRRIGATION   COMPANY, LIMITED



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

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


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



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



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



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


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


                             WAIKELE GOLF CLUB, INC.



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

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



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



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



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



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



                        EXHIBIT INDEX



                                          Document  Sequentially
                                          incorporated numbered
Exhibit No.           Exhibit             by reference    page

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

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

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

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

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

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

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

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

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

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

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

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

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


10.1 to 10.22*    Material Contracts                       Yes --

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

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

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

10.6*         General Lease S-3821, dated
              July 8, 1964 by and between
              the State of Hawaii and East
              Kauai Water Company, Ltd.            Yes   --

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

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

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

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

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

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

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

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

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

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

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

10.22**       Amfac-Amfac Hawaii Tax Agreement,
              dated February 21, 1989 between
              Amfac, Inc. and Amfac/JMB Hawaii,
              Inc.                                 Yes    --
10.23**       Services Agreement, dated November
              18, 1988, between Amfac/JMB Hawaii,
              Inc., and Amfac Property Develop-
              ment Corp.; Amfac Property Invest-
              ment Corp.; Amfac Sugar and Agri-
              business, Inc.; Kaanapali Water
              Corporation; Amfac Agribusiness,
              Inc.; Kehaha Sugar Company,

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

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

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

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

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

          **     Previously filed as exhibits to the Company's
Form 10-K report under the Securities Act of 1934 (File No. 33-
24180)  filed  on  March 21, 1989 and hereby  incorporated  by
reference.

         ***     Previously filed as exhibits to the Company's
Form 10-K report under the Securities act of 1934 (File No. 33-
24180)  filed  on  March 21, 1991 and hereby  incorporated  by
reference.

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

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

  *******       Previously filed as exhibit to  the  Company's
Form 10-K report under the Securities Act of 1934 (File No. 33-
24180)  filed  on  March 21, 1994 and hereby  incorporated  by
reference.

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

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

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

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