SECOND LOAN MODIFICATION AGREEMENT


          SECOND LOAN MODIFICATION AGREEMENT, dated March 17,
1998 (the "Amendment"), by and among MAUI LAND & PINEAPPLE
COMPANY, INC. (the "Borrower") and BANK OF HAWAII, a Hawaii
banking corporation ("BKOH"), FIRST HAWAIIAN BANK, a Hawaii
banking corporation ("FHB"), CENTRAL PACIFIC BANK, a Hawaii
banking corporation ("CPB" and, together, with BKOH, and FHB,
the "Lenders") and BANK OF HAWAII, as Agent for the Lenders
(in such capacity, together with its successors in such
capacity, the "Agent").

     W I T N E S S E T H:

          WHEREAS, the Borrower, Lenders and Agent are
parties to that certain Amended and Restated Revolving and
Term Loan Agreement, dated as of December 4, 1996, as
heretofore amended (as so amended, the "Loan Agreement"), pur
suant to which the Lenders have made Loans to the Borrower on
the terms and conditions stated therein; and

          WHEREAS, the Borrower, Lenders and Agent have
agreed to amend the Loan Agreement and the other Loan
Documents (as such term is defined in the Loan Agreement) for
the purposes of amending Section 5.02(D) of the Loan Agree
ment, all as set forth in this Amendment;

          NOW, THEREFORE, in consideration of the premises
and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, each of the Borrower,
Lenders and Agent agree as follows:

          SECTION 1.  Definitions.  Capitalized terms used
herein and not otherwise defined herein shall have the mean
ings ascribed to them in the Loan Agreement.

          SECTION 2.  Amendment to Loan Agreement.

          Effective on and after the Effective Date, Section
5.02(D) of the Loan Agreement is amended and restated in its
entirety to read as follows:

               "(D) Neither the Borrower nor any Subsidiary
     will make any Capital Expenditures or any Investments,
     or both, in any of the fiscal years listed below in
     column (a) which, together with all other Capital Expen
     ditures and Investments made by the Borrower and its
     Subsidiaries in any such fiscal year, will exceed in
     the aggregate the amount shown opposite such fiscal
     year listed below in column (b):

                     (a)                     (b)
               1992                $14.0 Million
               1993                $13.0 Million
               1994                $11.0 Million
               1995                $10.0 Million
               1996                $ 8.5 Million
               1997                $10.7 Million
               thereafter          $10.0 Million"

          SECTION 3.  General Amendments.

          All references set forth in the Loan Agreement
(including, without limitation, all exhibits, schedules and
appendices thereto), the Notes, the Mortgage, the Agency
Agreement, the Environmental Indemnity Agreement, the Addi
tional Security Mortgage and the other documents, instruments
and agreements relating to the Loan Agreement, the Notes, the
Mortgage, the Agency Agreement, the Environmental Indemnity
Agreement, the Additional Security Mortgage or to the loans
made under the Loan Agreement by the Lenders to the Borrower
(collectively, the "Loan Documents") to (i) the Loan Agree
ment, is amended to mean and include the Loan Agreement, as
amended by this Amendment, and as may be further amended,
modified and supplemented from time to time by written agree
ment between the parties hereto, (ii) the Notes, are amended
to mean and include the Notes, as amended by this Amendment,
and as may be further amended from time to time, (iii) the
Mortgage, is amended to mean and include the Mortgage, as
amended from time to time, and (iv) the other Loan Documents,
or any of them, are amended to mean and include such Loan
Documents, as amended from time to time.

          SECTION 4.  Representations, Warranties and
Agreements.

          The Borrower hereby:

               (a)  reaffirms each and all of its representa
tions and warranties set forth in Section 4.01 of the Loan
Agreement as being true and correct on and as of the date
hereof with the same force and effect as if such representa
tions and warranties were set forth in full herein (provided
that the representations and warranties set forth in Section
4.01(F) of the Loan Agreement shall for the purposes hereof
be deemed to be made with respect to the Borrower's financial
statements most recently delivered to the Lenders pursuant to
the Loan Agreement);

               (b)  represents and warrants that no Event of
Default and no event, which with the lapse of time, the
giving of notice or both would constitute an Event of
Default, has occurred and is continuing on and as of the date
hereof;

               (c)  represents and warrants that no material
adverse change in the condition (financial or otherwise) of
the Borrower has occurred since the periods covered by the
Borrower's financial statements most recently delivered to
the Lenders pursuant to the Loan Agreement;

               (d)  represents and warrants that each of this
Amendment, the Loan Agreement, as amended by this Amendment,
and each of the Notes, as amended by this Amendment has been
duly authorized, executed and delivered by the Borrower and
constitutes the legal, valid and binding obligation of the
Borrower and is enforceable in accordance with its terms;

               (e)  represents and warrants that the execu
tion, delivery and performance of this Amendment do not and
will not violate articles of incorporation, by-laws, any ap
plicable laws, rules, regulations, orders, injunctions, writs
or decrees or result in a breach of or constitute a default
under any contract, agreement or instrument to which the Bor
rower is a party or by which the Borrower, or its properties
are bound, or result in the creation or imposition of any
security interest in, or lien or encumbrance upon any
property or assets of the Borrower, except in favor of the
Lenders; and

               (f)  represents and warrants that no consent
or withholding of objection, approval or authorization of or
declaration or filing with, or the taking of any other action
by or in respect of any governmental body or regulatory au
thority or any other Person is required in connection with
the execution, delivery and performance of this Amendment,
other than as may have been obtained or effected prior to the
date hereof, and in respect of which the Borrower shall have
notified the Lenders in writing on or prior to the date
hereof.

          SECTION 5.  Effectiveness.  Notwithstanding any
thing herein to the contrary, the amendments to the Loan
Agreement and the other Loan Documents set forth in Sections
2 and 3 of this Amendment, shall amend the provisions of the
Loan Agreement, Notes and the other Loan Documents as of
December 31, 1997 (the "Effective Date"), when each and all
of the following conditions precedent shall have been
satisfied in full:

               (a)  Delivery of this Amendment.  Each of the
parties hereto shall have duly executed and delivered to the
Agent this Amendment.

               (b)  No Default.  On and as of the Effective
Date, no Event of Default shall have been declared by the
Lenders under the Loan Agreement.

               (c)  Payments; Charges; Fees.  The Borrower
shall have paid to the Lenders in accordance with the terms
of the Loan Agreement all payments, charges and fees required
to have been paid on or before the Effective Date by the
terms of  the Loan Agreement or the other Loan Documents.

               (d)  Consents.  There shall have been obtained
all third-party consents, if any, necessary or appropriate to
effect the amendments and consummate the transactions set
forth in this Amendment.

          SECTION 6.  Limitations.  The amendments to the
Loan Agreement, the Notes and the other Loan Documents set
forth hereinabove in Sections 2 and 3 of this Amendment shall
be limited precisely as written and shall not, except as
expressly provided herein, be deemed otherwise to be a
consent to any waiver, amendment or modification of any other
terms or conditions of the Loan Agreement or any of the other
Loan Documents.  The Loan Agreement and other Loan Documents,
heretofore amended and as amended hereby, are in all respects
ratified and confirmed and shall remain in full force and
effect.

          SECTION 7.  Further Assurances.  The Borrower shall
take all such further actions and execute and deliver all
such further documents and instruments as the Lenders may
from time to time reasonably request to further evidence or
effect the transactions contemplated by this Amendment.

          SECTION 8.  Counterparts.  This Amendment may be
executed in two or more counterparts, each of which shall be
an original hereof, but all of which together shall consti
tute but one and the same instrument.

          SECTION 9.  Headings.  The section headings in this
Amendment have been inserted for convenience of reference
only and shall in no manner affect the meaning or
interpretation of the various provisions hereof.

          SECTION 10.  Governing Law.  This Amendment shall
be governed by, and construed in accordance with, the laws of
the State of Hawaii.

          SECTION 12.  Expenses of the Agent.  Without in any
way limiting the obligations of the Borrower under Section
7.04 of the Loan Agreement, the Borrower shall reimburse the
Agent for all of the costs and expenses of the Agent in con
nection with the preparation of this Amendment, including,
but not limited to, reasonable attorneys fees and expenses.

          IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed on the date first-above
written.


                          MAUI LAND & PINEAPPLE COMPANY, INC.

                          By: /S/ PAUL J. MEYER
                          Its:  EVP/Finance

                         By:  /S/ GARY L. GIFFORD
                         Its:  President

                         BANK OF HAWAII,
                         individually and as Agent

                         By: /S/ PETER HO
                         Its:

                         FIRST HAWAIIAN BANK

                        By:    /S/ ANN M. K. LEE
                        Its: Assistant Vice President

                        CENTRAL PACIFIC BANK

                        By: /S/  ROBERT KAMEMOTO
                        Its:  Vice-President