UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

|(Mark One)                                  |                                                                                         
|------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                           | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended December 31, 2003
|or                                         
|o                                           | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period from
 to         

Commission file number 0-6510

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MAUI LAND & PINEAPPLE COMPANY, INC.(Exact name of registrant as specified in its charter)

|HAWAII(State or other jurisdiction
of incorporation or organization)                         |  | 99-0107542(IRS Employer
Identification number)
|-------------------------------------------------------------------------------------------- |  | ----------------------------------------------
|120 KANE STREET, P.O. BOX 187,
KAHULUI, MAUI, HAWAII(Address of principal executive offices) |  | 96733-6687(Zip Code)                          

Registrant's telephone number, including area code(808) 877-3351

Securities registered pursuant to Section 12(b) of the Act:

|Title of Each Class             |  | Name of Each Exchange on Which Registered
|------------------------------- |  | -----------------------------------------
|Common Stock, without Par Value |  | American Stock Exchange                  

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act
Rule 12b-2) Yes o    No ý

The aggregate market value, as of June 30, 2003, of the voting stock held by non-affiliates of the registrant was $40,184,000. This computation
assumes that all directors, executive officers and persons known to the Company to be the beneficial owners of more than ten percent of the Company's common stock are affiliates. Such assumption
should not be deemed conclusive for any other purpose.

Indicate
the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class

Outstanding at February 13, 2004Common Stock, no par value

7,295,800 shares


Documents
incorporated by reference:
Part IIIPortions of Proxy Statement dated to be filed on or before April 29, 2004.



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TABLE OF CONTENTS

|Forward-Looking Statements and Risk Factors |  | iv                                                                                            
|------------------------------------------- |  | ----------------------------------------------------------------------------------------------
|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 Registrant's Common Equity and Related Stockholder Matters                         
|Item 6.                                     |  | Selected Financial Data                                                                       
|Item 7.                                     |  | Management's Discussion and Analysis of Financial Condition and Results of Operations         
|Item 7a.                                    |  | Quantitative and Qualitative Disclosures About Market Risk                                    
|Item 8.                                     |  | Financial Statements and Supplementary Data                                                   
|Item 9.                                     |  | Changes and Disagreement with Accountants on Accounting and Financial Disclosure              
|Item 9A.                                    |  | Controls and Procedures                                                                       
|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 and Related Stockholder Matters
|Item 13.                                    |  | Certain Relationships and Related Transactions                                                
|Item 14.                                    |  | Principal Accountant Fees and Services                                                        
|PART IV                                     |  |                                                                                               
|Item 15.                                    |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K                               
|SIGNATURES                                  |  | 52                                                                                            

iii

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FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements (within the meaning of Private Securities Litigation Reform Act of 1995) as to a variety of matters, including the
following:



In
addition, from time to time, the Company may publish forward-looking statements as to those matters or other aspects of the Company's anticipated financial performance, business
prospects, new products, marketing initiatives or similar matters.

Forward-looking
statements contained in this report or otherwise made by the Company are subject to numerous factors that could cause the Company's actual results and experience to
differ materially from expectations expressed by the Company. Factors that might cause such differences, among others, include:



iv

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PART I

Item 1.BUSINESS

(a)General

Maui
Land & Pineapple Company, Inc. is a Hawaii corporation, the successor to a business organized in 1909. The Company consists of a landholding and operating parent
company and its principal subsidiaries, including Maui Pineapple Company, Ltd. and Kapalua Land Company, Ltd. The "Company," as used herein, refers to the parent and all of its
subsidiaries.

The
Company participates in joint ventures that are accounted for by the equity method. The most significant of these joint ventures was Kaahumanu Center Associates, the owner and
operator of a regional shopping center, Queen Ka 'ahumanu Center.

The
industry segments of the Company in 2003 were as follows:



(b)Financial Information About Segments

See
Business Segments, Note 15 to Consolidated Financial Statements.

(c)Narrative Description of Business

(1)Pineapple

Maui
Pineapple Company, Ltd. is the operating subsidiary for the Company's Pineapple segment. It owns and operates fully integrated facilities for the production of pineapple
products.

Pineapple
is cultivated on two Company-operated plantations on Maui, Upcountry Maui and West Maui, which provided approximately 91% of the fruit processed in 2003. The balance of fruit
processed was purchased from an independent Maui grower. Two pineapple crops are normally harvested from each new planting. The first, or plant crop, is harvested approximately 18 to 23 months
after planting, and the second, or ratoon crop, is harvested 12 to 14 months later. A third crop, the second ratoon, may be harvested depending on a number of conditions.

Harvested
pineapple is processed at the Company's cannery in Kahului, Maui, where a range of canned pineapple products is produced, including solid pineapple in various grades and
styles, juice and juice concentrates. The cannery is located in a foreign trade zone and operates most of the year. In 2003, approximately 37% of production volume took place during June, July and
August. The metal

1

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containers
used in canning pineapple are produced in a Company-owned can plant at the cannery site. The metal is imported from manufacturers in Japan. A warehouse is maintained at the cannery site for
inventory purposes.

The
Company sells canned pineapple products asstore-brandpineapple with 100% HAWAIIAN U.S.A. stamped on the can lid. Its products are
sold principally to large grocery chains, other food processors, wholesale grocers, the United States government and to organizations offering a complete buyers' brand program to affiliated chains and
wholesalers serving both retail and food service outlets. A substantial volume of the Company's pineapple products is marketed through food brokers, which is administered through the Company's sales
office in Concord, California.

The
Company sells fresh whole pineapple from Hawaii to retail and wholesale grocers in Hawaii and the continental United States. Through Royal Coast Tropical Fruit Company, Inc.
("Royal Coast") (a wholly owned subsidiary of Maui Pineapple Company, Ltd.), the Company sold pineapple grown in Costa Rica to customers in the continental United States and in Europe. Royal
Coast has a 51% ownership in a pineapple production subsidiary in Costa Rica. Substantially all of the assets of the Company's Costa Rican affiliate were sold in December 2003. See Discontinued
Operations, Note 4 to Consolidated Financial Statements.

Royal
Coast also markets pineapple products produced outside of the state of Hawaii. Premium Tropicals International LLC, a joint venture between Royal Coast and an Indonesian pineapple
grower and canner, markets and sells Indonesian canned pineapple in the United States.

The
Company sells pineapple juice and pineapple juice blended with orange juice in plastic polyethyleneteraphthalate ("PET") bottles in various sizes to large grocery chains in the
continental United States. The pineapple juice ingredients are shipped in bulk from the Company's cannery on Maui to co-packers on the mainland that bottle the juice to the Company's
specifications.

The
Company sold fresh-cut pineapple products to wholesale grocers in Hawaii and in the continental United States. This product line, which accounted for approximately 1% of
the Pineapple segment sales in 2003 and 2% of sales in 2002, was discontinued in October 2003.

As
a service to its customers, the Company maintains inventories of its products in public warehouses in the continental United States. The balance of its products is shipped directly
from Hawaii to its customers. The Company's canned pineapple products are shipped from Hawaii by ocean transportation and are then taken by truck or rail to customers or to public warehouses. Fresh
whole pineapple is shipped by air or by ocean transportation.

In
2003, approximately 20 United States customers accounted for about 53% of the Company's canned and fresh pineapple sales. Export sales, primarily to Japan, Canada and Western Europe,
amounted to approximately 1.5%, 2.7% and 2.1% of the Company's canned pineapple sales in 2003, 2002 and 2001, respectively. Sales to the United States government, mainly the Department of Agriculture,
amounted to approximately 20.3%, 16.5% and 19.2% of canned pineapple sales in 2003, 2002 and 2001, respectively.

The
Company sells its products in competition with both foreign and United States companies. Its principal competitors are three United States companies, Dole Food Company, Inc.,
Del Monte Food Co., and Del Monte Fresh Produce Company, which produce substantial quantities of pineapple products, a significant portion of which is produced in Central America and Southeast Asia.
Other producers of pineapple products in Central America, Thailand and Indonesia also are a major source of competition. Foreign production has the advantage of lower labor costs. The Company's
principal marketing advantages are the high quality of its fresh and canned pineapple, the relative proximity to the United States West Coast fresh fruit market and being the only United States canner
of pineapple. Other fresh and canned fruits and fruit juices also are a source of competition. The price of the Company's products is influenced by supply and demand of pineapple and other fruits and
juices.

2

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The
availability of water for irrigation is critical to the cultivation of pineapple. The Upcountry Maui area is susceptible to drought conditions, which can adversely affect pineapple
operations by resulting in poor yields (tons per acre) and lower recoveries (the amount of saleable product per ton of fruit processed). Approximately 83% of the fields in the Company's Upcountry Maui
plantation are equipped with drip irrigation systems. Fields that are not drip irrigated are in areas that typically receive adequate rainfall. The Company's drip irrigation systems and Company
controlled or operated water sources help to mitigate the effects of periodic drought conditions. However, during periods of prolonged drought, the water supply can drop below levels that are
necessary to meet all of the Upcountry plantation's water requirements.

The
Company has been shifting its pineapple production towards the fresh pineapple market with the goal of optimizing the balance of production and sales between the canned and fresh
pineapple segments. The Company intends to continue this shift towards greater levels of fresh fruit.

(2)Resort

Kapalua
Resort is a master-planned, golf resort community on Maui's northwest coast. The Resort is part of approximately 23,000 acres of the Company's land-holdings in West
Maui, most of which remain as open space. Presently, the Resort development includes 1,650 acres bordering the ocean with three white sand beaches and includes two hotels, eight residential
subdivisions, three championship golf courses, two ten-court tennis facilities, a 22,000 square foot shopping center and over ten restaurants. Water and sewer transmission utilities are
included in the Resort's operating activities. The Resort's present undeveloped acreage includes approximately 50 acres that is zoned for the planned Resort development.

Kapalua
Land Company, Ltd. is the developing and operating subsidiary of the Company's Resort segment. The Resort segment includes the following wholly owned subsidiaries of the
Company: Kapalua Water Company, Ltd. and Kapalua Waste Treatment Company, Ltd., public utilities providing water and waste transmission services for the Kapalua Resort; Kapalua
Advertising Company, Ltd., an in-house advertising agency; and Kapalua Realty Company, Ltd. (wholly owned by Kapalua Land Company, Ltd.), a general brokerage real
estate company located within the Resort.

The
Company, through subsidiaries and joint ventures, developed the Kapalua Resort, which opened in 1975 with The Bay Course. The Company owns three golf courses (The Bay, The Village
and The Plantation Courses), one tennis facility (The Tennis Garden), a shopping center (The Kapalua Shops), the land under both hotels (The Ritz-Carlton, Kapalua and Kapalua Bay Hotel),
and various on-site administrative and maintenance facilities. The Kapalua Resort currently includes over 700 single-family lots, condominiums and homes.

The
Company operates the golf and tennis facilities, the shopping center, ten retail shops, a vacation rental program (The Kapalua Villas), and certain services to the Resort, including
shuttle, security and maintenance of common areas. The Company is the ground lessor under long-term leases for both hotels and receives rental income from certain other properties. The
Company manages The Kapalua Club, a membership program that provides certain benefits and privileges within the Resort for its members.

The
Kapalua Golf Academy at the Village Course, a state-of-the-art teaching and practice facility that was developed in conjunction with PGA Touring
Professional Hale Irwin and the Kapalua golf staff, opened in 2000. The golf academy is located on 23 acres and is part of the commercial foundation for the Central Resort area. The current master
plan for the Central Resort includes a future commercial Town Center, resort spa and additional residential development. Design and entitlement work continue on the Central Resort master plan.

The
Company has preliminary County of Maui approval for the subdivision plans and drawings for the next phase of Plantation Estates at Kapalua. After it has obtained the final approval
from the

3

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County,
the Company will proceed in an effort to obtain the state and federal registrations of the subdivision that are necessary before offering the lots for sale. This phase consists of 25
agricultural lots ranging in size from three acres to over fifteen acres. Although no assurance can be given, it is presently estimated that construction of the subdivision improvements could begin
later in 2004.

The
Company has begun the planning and entitlement process for a proposed expansion of the Kapalua Resort into approximately 925 acres of Company-owned lands located upslope of the
Resort (Kapalua Mauka). If and when necessary governmental approvals are secured and the development proceeds, this expansion would, under current plans, include a possible expansion of the Resort's
Village Golf Course, development of up to 690 single and multifamily residential units, and commercial components. Estimating the timing of obtaining necessary land use entitlement is difficult and it
may be several years before construction can start and product is available for sale. Completion of this development could take 10 to 15 years or more.

The
Kapalua Resort faces substantial competition from alternative visitor destinations and resort communities in Hawaii and throughout the world. Kapalua's marketing strategies target
upscale visitors with an emphasis on golf. In 2003, approximately 15% of the visitors to Maui were international travelers and 85% were domestic. Kapalua's primary resort competitors on Maui are
Kaanapali, which is approximately five miles from Kapalua, and Wailea on Maui's south coast. Kapalua's total guestroom inventory accounts for approximately 10% of the units available in West Maui and
approximately 6% of the total inventory on Maui.

Nationally
televised professional golf tournaments have been a major marketing tool for Kapalua. Since January 1999, Kapalua has hosted the Mercedes Championships, the season
opening event for the PGA TOUR. Through the non-profit organization, Kapalua Maui Charities, Inc., the Company has agreements with Mercedes-Benz and the PGA TOUR to host
and manage this event at Kapalua through January 2006.

Other
signature events of Kapalua Resort include: the Celebration of the Arts, an annual event held in April, that pays tribute to the people, arts and culture of Hawaii through
demonstrations in hula and chant, workshops in Hawaiian art, and one-on-one interaction with local artists; and the Kapalua Wine & Food Festival, an annual event held in
July that attracts world-famous winemakers, chefs and visitors to Kapalua for a series of wine tasting, festive gatherings and gourmet meals. In December 2003, the Company purchased the rights
to LifeFest Maui, a health and wellness event that features lectures, workshops and panels by some of the country's leading wellness and fitness experts, and has scheduled this event to be held at
Kapalua Resort in September of 2004.

Advertising
placements in key publications are designed to promote Kapalua through the travel trade, consumer, golf and real estate media.

(3)Commercial & Property

Queen
Ka 'ahumanu Center (formerly Kaahumanu Center) is the largest retail and entertainment center on Maui with a gross leasable area of approximately 570,000 square feet.
Queen Ka 'ahumanu Center was owned by Kaahumanu Center Associates ("KCA"), a 50/50 partnership between the Company, as general partner, and the Employees' Retirement System of the State of
Hawaii, as a limited partner. In September 2003, KCA sold the Queen Ka 'ahumanu Center. See Other AssetsKaahumanu Center Associates, Note 3 to Consolidated
Financial Statements.

Napili
Plaza is a 45,000 square foot retail and commercial office center located in West Maui. In August 2003, the Company sold the Napili Plaza. See Discontinued Operations,
Note 4 to Consolidated Financial Statements.

The
Company's land entitlement and land and water asset management activities currently are included in the Commercial & Property segment. Land entitlement is a lengthy process of
obtaining the

4

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required
county, state and federal approvals to proceed with planned development and use of the Company's land and satisfying all conditions and restrictions imposed in connection with such
governmental approvals. The Company actively works with the community and with regulatory agencies and legislative bodies at all levels of government in an effort to obtain necessary entitlements
consistent with the needs of the community.

(4)Other Business

In
the fourth quarter of 2003, the Company began formulating and acting upon a number of new agriculture and environmental related business initiatives. These initiatives comprise a new
operating unit and are collectively called Maui Agricultural Partners. Some of these initiatives are as follows: Kapalua Farms, a service entity of the Company that will support the development of
Kapalua Resort and explore joint ventures in diversified agriculture; a work-study program being developed with Earth University, University of Hawaii, and area high schools to promote
applied research and education that fosters agricultural entrepreneurs; and Island Energy, a program to systematically identify crops with the potential to become primary or secondary clean fuel
sources for Hawaii.

(5)Employees

In
2003, the Company employed approximately 1,540 employees. Pineapple operations employed approximately 450 full-time and approximately 590 seasonal or intermittent
employees. Approximately 64% of the Pineapple operations employees were covered by collective bargaining agreements. Resort operations employed approximately 460 employees, of which approximately 11%
were part-time employees and approximately 28% were covered by collective bargaining agreements.

(6)Other Information

The
Company's Pineapple segment engages in continuous research to develop techniques to reduce costs through crop production and processing innovations and to develop and perfect new
products. Improved production systems have resulted in increased productivity by the labor force. Research and development expenses approximated $800,000 in 2003, $1,004,000 in 2002 and $1,073,000 in
2001.

The
Company has reviewed its compliance with federal, state and local provisions that regulate the discharge of materials into the environment or otherwise relate to the protection of
the environment. The Company does not expect any material future financial impact as a result of compliance with these laws.

The
Company has a commitment relating to the filtration of water wells, as described in Note 16 to Consolidated Financial Statements. The Company is unable to estimate the range
of potential financial impact for the possible filtration cost for any future wells acquired or drilled by the County of Maui and, therefore, has not made a provision in its financial statements for
such costs.

The
Company expects to remediate certain soils on a Company-owned development parcel that contain pesticide residues, as described in Note 16 to Consolidated Financial Statements.
The cost of remediation will depend on the various alternatives as to use of the property and the method of remediation. Until the Company makes further progress on obtaining the proper entitlements
for the parcel, the ultimate use of the property remains uncertain and therefore an estimate of the remediation cost cannot be made.

A
private water company on Maui detected the presence of chemicals commonly known as DBCP and TCP in the water from wells on property owned by the Company that it is licensed to use. The
chemicals are believed to have come from fumigants and pesticides that the Company used on pineapple fields in the area. As described in Note 16 to Consolidated Financial Statements, the cost
to the Company of remediation is not expected to be material.

5

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(d)Financial Information About Geographic Areas

Revenues
and long-lived assets attributable to foreign countries were not material for the last three years.

Executive Officers of Registrant

Below is a list of the names and ages of the Company's executive officers, indicating their position with the Company and their principal occupations during the
last five years. The current terms of the executive officers expire in May of 2004 or at such time as their successors are elected.

|David C. Cole (51)    |  | President and Chief Executive Officer since October 2003; Chairman of Twin Farms Collections, LLC and subsidiaries since 2001; Manager of Sunnyside Farms, LLC since 1997.                              
|--------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Paul J. Meyer (56)    |  | Executive Vice President/Finance since 1984. Mr. Meyer will retire from the Company as of June 30, 2004.                                                                                                
|J. Susan Corley (60)  |  | Vice President/Human Resourses since 2000; Director/Human Resourses 1998 to 2000.                                                                                                                       
|Robert M. McNatt (57) |  | Vice President/Land Planning & Development since 2001; Vice President/Development of Kapalua Land Company since 1996.                                                                                   
|Warren A. Suzuki (51) |  | Senior Vice President/Community Relations & Corporate Communications since March 2004; Vice President/Land & Water Asset Management since 2001; Vice President/Land Management & Development since 1995.
|Brian C. Nishida (48) |  | President, Maui Pineapple Company, Ltd. since January 1, 2004. Member, BG&C, LLC, since 2003. Vice President and General Manager, Del Monte Fresh Produce (Hawaii) Inc. 1995 to 2002.                   

Item 2.PROPERTIES

The Company owns approximately 28,600 acres of land on Maui. Approximately 30% of the acreage is used directly or indirectly in the Company's operations and the
remaining land is primarily in pasture or forest reserve. This land, most of which was acquired from 1911 to 1932, is carried on the Company's balance sheet at cost. The Company believes it has clear
and unencumbered marketable title to all such property, except for the following:



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Approximately
22,800 acres of the Company's land are located in West Maui, approximately 5,700 acres are located in East Maui (Upcountry) and approximately 28 acres are located in
Kahului, Maui.

The
22,800 acres in West Maui comprise a largely contiguous parcel that extends from the sea to an elevation of approximately 5,700 feet and includes nine miles of ocean frontage with
approximately 3,300 lineal feet along sandy beaches, as well as agricultural and grazing lands, gulches and heavily forested areas. The West Maui acreage includes approximately 3,600 acres comprising
the Company's West Maui pineapple plantation and approximately 1,650 acres designated for the Kapalua Resort.

The
East Maui property is situated at elevations between 1,000 and 3,000 feet above sea level on the slopes of Haleakala and approximately 3,140 acres are in pineapple operations as the
Company's Upcountry pineapple plantation.

The
Kahului acreage includes a can manufacturing plant and a pineapple-processing cannery with interconnected warehouses at the cannery site where finished product is stored and the
Company's administrative offices.

Approximately
3,000 acres of leased land are used in the Company's pineapple operations. A major operating lease covering approximately 1,500 acres of land expired on December 31,
1999 and is currently on a month-to-month basis. The Company and the lessor intend to conclude a long-term lease after the Company has reassessed its land acreage
needs. Nine leases expiring at various dates through 2018 cover the balance of the leased property. The aggregate land rental for all leased land was $551,000 in 2003.

Item 3.LEGAL PROCEEDINGS

There are no known material pending legal proceedings to which the Company or any of its subsidiaries is a party or to which any of their property is subject.
Certain of the Company's subsidiaries are involved in ordinary routine litigation incidental to their respective businesses.

Item 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On December 11, 2003, a special meeting of the Company's shareholders was held. Proxies for the meeting were solicited pursuant to Regulation 14A
under the Securities Exchange Act of 1934. The number of outstanding shares as of October 17, 2003, the record date of the special meeting, was 7,195,800.

The
results of the voting were as follows:

Proposal No. 1Amendment to the Articles of Association to authorize an additional 800,000 shares of the Company's
Common Stock:

Shares voted for:

5,255,543Shares voted against:

1,784,046Shares abstained:

7,584


Proposal No. 2Amendment to the Articles of Association to increase the size of the Board of Directors from not less
than five members, to not less than nine nor more than twelve members:

Shares voted for:

6,344,820Shares voted against:

228,221Shares abstained:

8,288


7

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Proposal No. 3Amendment to the Articles of Association to conform to the Company's bylaws, which provide for three
classes of directors with staggered terms of three years each:

Shares voted for:

6,105,826Shares voted against:

468,215Shares abstained:

7,288


Proposal No. 4Approval of the Maui Land & Pineapple Company, Inc. Stock and Incentive Compensation Plan
of 2003:

Shares voted for:

4,619,548Shares voted against:

1,918,257Shares abstained:

43,524


There
were no broker non-votes on any matter voted upon at the meeting.

PART II

Item 5.MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's common stock is traded on the American Stock Exchange under the symbol "MLP." The Company did not declare any dividends in 2003 and 2002. The
declaration and payment of cash dividends are restricted by the terms of borrowing arrangements to 30% of prior year's net income. On February 19, 2004, there were 397 shareholders of record.

The
following chart reflects high and low sales prices during each of the quarters in 2003 and 2002:

|     |  |          |  | First
Quarter |             | Second
Quarter |   | Third
Quarter |  | Fourth
Quarter
|---- |  | -------- |  | ------------- | ----------- | -------------- | - | ------------- |  | --------------
|2003 |  | High
Low |  | $             | 20.00
14.15 |                | $ | 22.90
17.80   |  | $             
|2002 |  | High
Low |  | $             | 25.00
20.00 |                | $ | 22.75
19.00   |  | $             

8

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Item 6.SELECTED FINANCIAL DATA

|                                                  |                                                                 | 2003             |           | 2002    |   | 2001      |         | 2000 |           | 1999    |  
|------------------------------------------------- | --------------------------------------------------------------- | ---------------- | --------- | ------- | - | --------- | ------- | ---- | --------- | ------- | -
|
|FOR THE YEAR                                      |                                                                 |                  |           |         |   |           |         |      |           |         |  
|Summary of Operations                             |                                                                 |                  |           |         |   |           |         |      |           |         |  
|                                                  | Revenues                                                        |                  | $         | 168,666 |   | $         | 147,740 |      | $         | 166,017 |  
|                                                  | Cost of goods sold                                              |                  |           | 76,220  |   |           | 79,582  |      |           | 81,297  |  
|                                                  | Operating expenses                                              |                  |           | 33,129  |   |           | 32,888  |      |           | 33,279  |  
|                                                  | Shipping and marketing                                          |                  |           | 19,700  |   |           | 18,746  |      |           | 17,520  |  
|                                                  | General and administrative                                      |                  |           | 30,593  |   |           | 22,678  |      |           | 18,425  |  
|                                                  | Equity in losses of joint ventures                              |                  |           | 20      |   |           | 1,178   |      |           | 1,453   |  
|                                                  | Interest expense                                                |                  |           | 2,526   |   |           | 2,389   |      |           | 2,820   |  
|                                                  | Income tax expense (benefit)                                    |                  |           | 2,612   |   |           | (3,697  | )    |           | 3,507   |  
|                                                  | Income (loss) from continuing operations                        |                  |           | 3,866   |   |           | (6,024  | )    |           | 7,716   |  
|                                                  | Discontinued operations, net of income tax expense (benefit)(1) |                  |           | 2,131   |   |           | 315     |      |           | (148    | )
|                                                  | Net income (loss)                                               |                  |           | 5,997   |   |           | (5,709  | )    |           | 7,568   |  
|Earnings Per Common ShareBasic and Diluted       |                                                                 |                  |           |         |   |           |         |      |           |         |  
|                                                  | Income (loss) from continuing operations                        |                  |           | .54     |   |           | (.83    | )    |           | 1.07    |  
|                                                  | Discontinued operations, net of income tax expense (benefit)    |                  |           | .29     |   |           | .04     |      |           | (.02    | )
|                                                  | Net income (loss)                                               |                  |           | .83     |   |           | (.79    | )    |           | 1.05    |  
|Other Data                                        |                                                                 |                  |           |         |   |           |         |      |           |         |  
|                                                  | Cash dividends                                                  |                  |           |         |   |           |         |      |           |         |  
|                                                  |                                                                 | Amount           |           |         |  |           |         |     |           |         | 
|                                                  |                                                                 | Per common share |           |         |  |           |         |     |           |         | 
|                                                  | Depreciation                                                    |                  | $         | 12,184  |   | $         | 11,072  |      | $         | 10,226  |  
|                                                  | Return on beginning stockholders' equity                        |                  |           | 9.6     | % |           | (7.8    | )%   |           | 11.5    | %
|                                                  | Percent of net income (loss) to revenues                        |                  |           | 3.6     | % |           | (3.9    | )%   |           | 4.6     | %
|AT YEAR END                                       |                                                                 |                  |           |         |   |           |         |      |           |         |  
|Current assets less current liabilities(2)        |                                                                 | $                | 23,567    |         | $ | 25,502    |         | $    | 25,463    |         | $
|Ratio of current assets to current liabilities(2) |                                                                 |                  | 1.9       |         |   | 1.9       |         |      | 2.1       |         |  
|Property, net of depreciation                     |                                                                 | $                | 95,048    |         | $ | 112,198   |         | $    | 113,046   |         | $
|Total assets                                      |                                                                 |                  | 161,680   |         |   | 184,195   |         |      | 176,433   |         |  
|Long-term debt and capital leases                 |                                                                 |                  | 22,996    |         |   | 43,252    |         |      | 39,581    |         |  
|Stockholders' equity                              |                                                                 |                  |           |         |   |           |         |      |           |         |  
|                                                  | Amount                                                          |                  |           | 71,544  |   |           | 62,739  |      |           | 73,419  |  
|                                                  | Per common share                                                |                  | $         | 9.94    |   | $         | 8.72    |      | $         | 10.20   |  
|Common shares outstanding                         |                                                                 |                  | 7,195,800 |         |   | 7,195,800 |         |      | 7,195,800 |         |  

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9

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Item 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
2003 vs. 2002

In 2003, the Company undertook initiatives to re-examine its lines of business, simplify operations and recruit new leadership, resulting in the
following actions:



In
addition to the above actions, the Company undertook a comprehensive examination of its products, markets, methods and personnel. Initiated in November 2003, the work included
cross-divisional teams
focused on land development, resort positioning, community relations and pineapple operations. As a result of this exercise, a new vision that matches the Company's assets to apparent market trends
was developed and recently approved by the Board of Directors. The vision isto create and manage holistic communities, by integrating agriculture, stewardship and
eco-effective design principles into a high value-added, interrelated set of agricultural, hospitality and residential products and services on Maui.The Company
hopes to achieve its vision through a focus on traditional Hawaiian values that foster social and ecological equity that in turn generate a distinctive market position and sustainable earnings. These
values are:



The
Company's restructuring efforts are guided by these vision and values. Some recent structural adjustments include:



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CONSOLIDATED

Overview

The Company reported net income of $6.0 million for 2003 compared to a net loss of $5.7 million for 2002. Most of the improved net results were from
the sale of the Napili Plaza, the Company's interest in the Queen Ka 'ahumanu Center and the Costa Rican Pineapple assets, as well as non-recurring Pineapple cash receipts
related to the settlement of lawsuits and receipt of the proceeds of anti-dumping duties from the government. These transactions contributed pretax income of $26.6 million to 2003
and generated cash flow that resulted in a 46% or $23.3 million reduction of the Company's debt as of December 31, 2003.

Overall,
consolidated operating results benefited from some improvement in the Company's ongoing operations, but the material improvements reflected in the 2003 financial results were
from non-recurring sources.

Consolidated General and Administrative Expenses

Increased general and administrative expenses continued to negatively affect the Company's results in 2003. Consolidated general and administrative expenses for
2003 increased by $7.9 million or 35% compared to 2002.

The
major components of this increase were as follows: ($ in millions)

Employee severance expense

$
3.0Write off of obsolete and or abandoned assets


2.3Increase in pension expense


1.1Increase in depreciation expense


1.1Increase in insurance expense


0.3Other (net)


0.1Total

$
7.9


General
and administrative expenses are incurred at the corporate level and at the segment level. In 2003 and 2002, approximately 70% of corporate general and administrative expenses
were allocated to the operating segments.

The
increase in employee severance costs was due to management changes at the corporate level as well as in the Pineapple and Resort segments and to reductions in force, in particular in
the Pineapple segment. The write off of assets and increase in depreciation were primarily attributable to the Pineapple segment and are explained in more detail in the Pineapple section below.
Pension expense, other than special termination benefits, increased in 2003 because of a reduction in the discount rate from 7.25% in 2002 to 6.75% in 2003, and due to negative returns on pension
asset investments in 2001 and 2002. Company-wide insurance expense, in particular for casualty and executive liability increased by approximately 23% in 2003 compared to 2002. The increase
in insurance expense is primarily a reflection of the insurance industry experience and not the experience of the Company.

The
Company's net periodic pension cost for 2003 and 2002 was calculated using a long-term rate of return of 9%. As explained in Note 7 to Consolidated Financial
Statements, this rate was based on historical total returns of broad equity and bond indices weighted against the Company's targeted asset allocation. The Company's pension plans' average
10 year returns for the last three years have slightly lagged the blended rate of these broad indices and therefore, from 2004, the Company will use a long-term rate of return of 8%
in the calculation of net periodic pension and other post retirement costs. The reduction in the long-term rate of return assumption from 9% to 8% and the decrease in

11

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the
assumed discount rate from 6.75% to 6.25% at December 31, 2003, are not expected to significantly increase the Company's net periodic pension cost in 2004. The increase in cost because of
these factors will be partially offset by the investment return of 22% on the pension plan assets in 2003.

Consolidated Interest Expense

Interest expense increased by 6% in 2003 largely due to interest expense on prior years' federal income tax adjustments that were settled in 2003 and to a lower
amount of interest capitalized in 2003 than in 2002. In 2002, interest was capitalized on the installation of the integrated accounting system that was placed in service as of January 2003. The
Company's average interest rates were slightly higher in 2003 as compared to 2002 because a portion of the Company's $15 million term loan was based on a three-year rate, which was
higher than the six-month rate used in the prior year. The Company's average borrowings in 2003 were lower than 2002.

Key Performance Indicators

In general, the key performance indicators for the segments that are evaluated by management are recurring sources of revenues and operating profit before
corporate allocation of general and administrative expenses. Other performance measures commonly relied on by the Company are cash flow, return on assets, return on equity and the subjective
performance measure of the Company's reputation as a good corporate citizen. In 2003, the Company had a long-term incentive plan that covered certain key employees, where performance was
based on cash flows from operating activities and return on equity. The goals were not met for the performance cycle ended December 31, 2003 and this long-term incentive plan was
terminated on March 1, 2004.

PINEAPPLE

Overview

The Company began to refocus its Pineapple business into its core Maui operations by selling substantially all of the assets of its Costa Rican subsidiary in
December 2003. In October of 2003, the Company also reached a strategic decision to cease production of its fresh-cut pineapple products and to abandon that product line.

As
discussed above, in 2003, the team evaluating the Pineapple segment operations spent a considerable amount of time examining all facets of those operations. The Company has begun to
implement some of the decisions made by the team, which have already resulted in consistently better quality fresh pineapple. The higher quality fruit is more durable and thus the Company can rely to
a greater extent on surface shipment to the U.S. mainland, while reducing its use of air shipment, which is more costly. Management believes that the other new procedures and practices that are being
implemented as a result of the team evaluations, strengthen its Pineapple operations by producing a greater balance of revenue sources between Champaka pineapple (primarily a canning variety) and
Hawaiian Gold hybrid pineapple (primarily sold as fresh-whole) and increased predictability of the timing of production volume. The worldwide supply of canned and fresh pineapple, and the
Company's ability to adjust its production, influences the profitability of the Company's Pineapple segment. Being able to shift pineapple between canned and fresh pineapple products and revenue
sources is expected to strengthen the Pineapple operations. The Company also intends to reduce the number of types of canned products it produces and to focus on those products and customers that
offer an opportunity for higher margins.

Pineapple
operations incurred an operating loss from continuing operations of $921,000 for 2003 compared to an operating loss of $8.5 million for 2002. Revenues for 2003 were
$105.0 million compared to $92.5 million in 2002. While basic operations showed improvement in 2003, the Pineapple segment results were primarily affected by several nonrecurring items.

12

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Nonrecurring Items







Canned and Fresh Pineapple Operations

In 2003, the volume of canned pineapple sales declined compared to 2002, but average prices exceeded 2002 by approximately 5%. The higher average prices were the
result of general mid-year price increases in 2003 and to an increase in sales volume of larger #10 size cases to the U.S. government. Also in 2003, the volume of Hawaiian
Gold (fresh whole pineapple grown in Hawaii) sales exceeded 2002, but the average sales prices were lower by approximately 18%. The reduction in price is estimated to be partially due to
an increase in the supply of fresh pineapple because of higher worldwide production levels. In 2003, 17% of the pineapple segment's net sales from continuing operations were from fresh pineapple
compared to 15% in 2002. This continued shift towards fresh sales contributed to the improved operating results in 2003.

In
2003, Pineapple segment cost of sales were lower than the prior year by about 2% and shipping and selling expenses were higher by about 6%. The Company's pineapple inventories are
maintained on a last-in, first-out ("LIFO") method of accounting. Therefore, in periods of rising prices, current production costs are higher than the average per unit values
in inventory. In 2003, there was a partial liquidation of the LIFO inventories resulting in lower per unit production costs from prior years being included in cost of sales. Cost of sales would have
been higher by $581,000 based on current per unit

13

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production
costs. Excluding the effect of the LIFO liquidation, the variance in cost of sales and shipping and selling costs were primarily reflective of changes in sales volume of canned and fresh
pineapple, as opposed to changes in per unit production, shipping or selling costs or methods. The Company's gross profit margin from fresh whole pineapple is higher than that of canned pineapple
products. At year-end 2003, pineapple products inventories were lower than 2002 by $7.2 million, principally reflecting a reduction in the inventory of canned pineapple.

Abandoned Product Line

In October 2003, the Company decided to cease production of its fresh-cut pineapple products and to abandon that product line. Pursuant to this
decision, $1.5 million of fixed assets, inventory and supplies related to this product line were written off in the fourth quarter of 2003. Approximately 1% of Pineapple net sales for 2003 and
2% of Pineapple net sales for 2002 were from fresh-cut pineapple products.

Integrated Accounting System

The Integrated accounting system that the Company began implementing in September 2000 was fully placed in service on January 1, 2003. Depreciation
expense charged to the Pineapple segment increased by $1.9 million in 2003 compared to 2002, as a result of the cost of the new accounting system. Depreciation charges for this system in 2004
are estimated to be $1.6 million. In 2003, after a thorough review of the newly-installed integrated accounting system, the Company elected to discontinue use of a portion of the system and
components totaling $450,000 were written off.

Outlook

In 2004, the Company intends to continue to shift its pineapple production toward the fresh pineapple market with the goals of optimizing the balance of
production and sales between the canned and fresh pineapple segments, and producing better quality and a more reliable volume of fresh whole pineapples. As noted above, the Company also intends to
reduce the number of types of canned products, and to focus on those products and customers that offer an opportunity for higher margins. However, as the Company restructures its Pineapple operations,
and in particular continues its emphasis on the fresh pineapple market, it will incur certain additional costs and expenses and it runs the risk of targeted market responses by its principal
competitors.

The
Company intends to improve its practices in the areas of soil, water and energy conservation. The Company also intends to improve relationships with its neighbors through improved
farm practices as well as a renewed emphasis on communications.

RESORT

Overview

The Resort segment includes the development and sale of Kapalua real estate as well as the operation of three golf courses, ten retail facilities, the Kapalua
Villas (short-term rental program) and other resort operations.

The
team evaluating the Company's resort operations is engaged in the process of analyzing the market position and future direction of the Kapalua Resort. Among other things, the Company
believes that the future success of the Kapalua Resort will depend on its ability to cooperate and coordinate effectively with the other businesses that operate in the Resort, including the owners and
operators of the hotels that reside on land leased from the Company.

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On the development side, the Company hopes to create value from its land resources, by moving up the value hierarchy in development, by designing new communities that reflect a unique
character and set of values, and evaluating its land resources comprehensively in an effort to identify and achieve their highest and best use. If it is to achieve these goals, the Company believes
that it is critical to build strong relationships with both its business partners and community stakeholders.

The
environment for the Resort segment improved as the year 2003 progressed. As the uncertainty brought on by the war in Iraq passed and the United States economy improved, Hawaii's
visitor industry began to recover from the effect of the September 11, 2001 terrorist attacks. The second half of 2003 saw improved visitor counts for the island of Maui and the state of
Hawaii. Kapalua's operations also benefited from the increase in visitors and the general improvement in the U.S. economy.

Kapalua
Resort reported an operating loss of $1.2 million for 2003 compared to an operating profit of $2.8 million for 2002. Resort revenues were $45.6 million in
2003 compared to $49.8 million in 2002. A reduction in sales of new real estate product was the primary reason for lower operating results from the Resort segment in 2003. In 2003, revenues
from new real estate sales were $1.1 million compared to $7.0 million in 2002, and operating profit from real estate development and sales was less than $100,000 (after administrative
expenses) compared to $2.5 million in 2002.

Resort Operations

Revenues attributable to the Resort operations, other than real estate development, increased from $42.8 million in 2002 to $44.5 million in 2003.
Revenues from the golf operations increased by 2% in 2003, primarily due to higher average green fees. Paid rounds of golf were higher in 2003, but the increase was less than commensurate with the
increase in room occupancies at the Resort. Higher room occupancies in 2003 were responsible for increased Villa revenues, as the average room rates were about 3% lower in 2003 compared to 2002. In
2003, room occupancies at Kapalua increased by approximately 8%. This was about the same as the hotel and resort condominium occupancy for the State of Hawaii in total, but not as large an increase as
was experienced by the island of Maui as a whole, which showed almost a 12% increase in occupancies over 2002. Merchandise sales in 2003 exceeded 2002 by 9%, primarily reflecting higher sales volume
and increased floor space with the opening of the Kapalua Home store in December 2002.

Although
revenues from these operations increased in 2003, operating profit declined because of increased operating expenses and higher general and administrative costs. Increased
expenses in 2003
largely reflect a renegotiated union contract for the Company's golf course maintenance employees early in 2003, an increase in the number of employees at the resort, increased workers compensation
accruals, higher pension costs and severance expense.

Real Estate Sales

In 2002, nine of the 11 lots remaining in Pineapple Hill Estates and the two remaining lots in Plantation Estates were sold. Also in 2002, one of the remaining
Pineapple Hill Estates lots was contributed to a joint venture for construction of a custom home. In 2003, the last Pineapple Hill Estates lot was sold. The custom home was completed in
March 2003 and remains for sale at year-end 2003. In 2003, a remnant land parcel in the Resort was sold and the profit from this sale is included in "Other Income" in the Company's
Consolidated Financial Statements.

A
6.5-acre conservation-zoned parcel was the only other new real estate product available for sale in 2003. This property is in escrow and because of its location in a
conservation district, additional approvals were required to allow the potential buyer to build a home on the site. It is expected that this sale will be concluded in the first quarter of 2004. Resort
real estate development and Resort real estate sales are cyclical and depend on a number of factors. Results for one period are, therefore, not

15

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necessarily
indicative of future performance trends for this segment. A key factor in the financial results of Resort real estate sales is the availability of new product inventory.

Outlook

A result of the comprehensive examinations mentioned above, was development of a ranking and prioritization of the Company's developable land assets. While it is
the Company's intention to retain most of its land holdings in open space, be it agriculture, parks, forest preserve, conservation or otherwise, the profitability of the Company is highly dependant on
the Company's ability to develop a portion of its land assets into real estate products desired by the community and which meet the needs of the market.

The
Company received preliminary approval by the County of Maui for the subdivision plans and drawings for the next phase of Plantation Estates at Kapalua. After it has obtained the
final approval from the County, the Company will proceed in an effort to obtain the state and federal registrations of the subdivision that are necessary before offering the lots for sale. This phase
consists of 25 agricultural
lots ranging in size from three acres to over fifteen acres. The Company has reached a tentative agreement with the Board of Trustees of the neighboring homeowners association to withdraw its
opposition to the project, although this agreement must still be approved by the association's membership. Although no assurance can be given, it is presently estimated that sale of the lots and
construction of the improvements could begin later in 2004. To the extent the lots are sold, revenues from this subdivision would be recognized on a percentage-of-completion
basis as subdivision improvements are constructed.

The
Company is in the planning and entitlement stage of other Kapalua Resort real estate projects, but at this time does not anticipate that any other projects will be available for sale
in 2004.

The
Maui County Council recently passed Bill 84, which requires a managed and directed growth plan be included in the County's general plan to clearly define urban and rural growth
areas. The Bill is presently awaiting the Mayor's signature. If the Bill becomes law, the Company expects that the plan showing the growth areas will be developed and approved within a
5-year period. Development would be allowed only within those growth areas, although exemptions or amendments could be requested. If the Company's high profile lands fall outside the
growth areas, the Company's ability to develop those properties could be impeded.

COMMERCIAL & PROPERTY

Overview

The Commercial & Property segment reported an operating profit from continuing operations of $13.1 million for 2003 compared to an operating loss of
$152,000 for 2002. Revenues attributable to this segment were $18.0 million in 2003 compared to $5.4 million in 2002. Several nonrecurring items affected such amounts.

Nonrecurring items



16

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Continuing Operations

Revenues and operating profit from Commercial & Property continuing operations for 2003 and 2002 include the closing of 32 and 13 lot sales, respectively,
in the Kapua Village Employee Subdivision. The closing of lot sales began in December 2002 and was completed in the third quarter of 2003. Operating profit includes gains from these sales of
$995,000 and $410,000, for 2003 and 2002, respectively. Revenues for 2002 also included $624,000 from other land sales.

Outlook

The Napili Plaza and the Company's investment in Kaahumanu Center Associates were the two primary assets in the Commercial & Property segment. In 2004, the
remaining Commercial & Property rentals and the Company's land entitlement activities will be reported in a new business segment that will include all resort and non-resort real
estate development activity.

2002 vs. 2001

CONSOLIDATED

The Company reported a net loss of $5.7 million for 2002 compared to net income of $7.6 million for 2001. The decline in results primarily reflects
increased operating losses from the Pineapple segment due largely to increased general and administrative expenses, coupled with lower operating profit from the Resort segment. The reduction in
operating profit from the Resort primarily reflected the absence of new real estate product available for sale.

General
and administrative expenses for 2002 (including amounts allocated to the business segments) increased by $4.3 million or 23% as compared to 2001. Fees paid to outside
consultants increased by approximately $2.2 million in 2002 compared to 2001. Increases in consultant fees due to lawsuits related to Pineapple operations were partially offset by reductions in
fees paid for other professional services. The net periodic cost for defined benefit pension plans increased by approximately $1 million in 2002 primarily because of negative investment returns
in 2000 and 2001. In addition, depreciation, medical, and general insurance expenses increased by $1.8 million in 2002 as compared to 2001.

Interest
expense decreased by 15% in 2002 compared to 2001 due to lower average interest rates. Average interest rates on Company borrowings in 2002 were 2 percentage points lower
than 2001. The reduction in interest expense due to lower rates was partially offset by 3% higher average borrowings in 2002.

PINEAPPLE

Pineapple revenues were $92.5 million in 2002 compared to $92.0 million in 2001. The operating loss from continuing operations attributable to this
segment was $8.5 million in 2002 compared to $3.0 million in 2001. See Discontinued Operations, Note 4 to Consolidated Financial Statements. The increased loss was largely
attributable to higher general and administrative costs as discussed above. General and administrative expenses attributable to the Pineapple segment increased by $4.6 million in

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2002
compared to 2001. Shipping and marketing costs were higher in 2002 primarily because of increased use of air freight to ship fresh whole and fresh cut pineapple, increased fuel surcharges
affecting ocean freight and trucking rates and additional transportation, warehousing, labeling and casing costs incurred as a result of the West Coast labor dispute in the fourth quarter of 2002.
Pineapple cost of sales as a percentage of sales for 2002 was lower than 2001, primarily due to a shift in sales volume to fresh whole pineapple, which generally yield a higher gross margin.

In
the fourth quarter of 2002, the labor dispute between the West Coast longshoremen and shipping companies resulted in a temporary shutdown of the West Coast shipping ports followed by
a backlog at the ports through most of December 2002. During that period, the Company incurred additional air freight costs and inter-modal rerouting costs to make timely deliveries to its
customers and additional warehousing, labeling and casing costs to meet estimated orders for its customers for the remainder of 2002 and the first quarter of 2003. Losses and additional expenditures
incurred by the Company during this period due to the labor dispute totaled approximately $843,000. At year-end 2002, a portion of these expenditures was deferred as prepaid shipping and
selling costs.

Case
volume of canned pineapple sales was higher in 2002 compared to 2001, but average sales prices were slightly lower in 2002. Contribution to Pineapple segment revenues from
non-canned product sales (pineapple juice in PET bottles, fresh cut and fresh whole pineapple) increased by 5% to approximately 30% of net sales in 2002 compared to 2001.

In
2002, revenues included a distribution of antidumping duties by the U. S. Customs Service of $530,000, a decrease of $1.3 million as compared to 2001. These distributions were
made pursuant to the Continued Dumping and Subsidy Offset Act of 2000, which allows for distribution of antidumping duties to injured domestic producers.

RESORT

Revenues from the Kapalua Resort segment were $49.8 million in 2002 compared to $70.1 million in 2001. The operating profit from this segment was
$2.8 million in 2002 compared to $19.8 million in 2001. The decrease in revenues and operating profit is primarily due to reduced inventory in the Company's real estate development
projects, sales of which contributed $2.5 million to operating profit in 2002 compared to $18.2 million in 2001.

In
2001, the sales of all 36 luxury condominium units in the Coconut Grove on Kapalua Bay closed escrow and title passed to the buyers, resulting in profit contribution to the Company of
$11.5 million. In 2001, the Resort segment recognized profit on sales of 20 of the 31 single-family lots at the Pineapple Hill Estates subdivision and the sale of a one-acre land
parcel next to the Ironwoods condominiums.

In
2002, nine of the remaining 11 lots in the Pineapple Hill Estates subdivision and the two final lots in Plantation Estates were sold.

Revenues
and operating profit from Resort operations (excluding real estate development activity) were lower in 2002 compared to 2001. Much of the business activity at Kapalua Resort is
related to hotel and condominium occupancies on Maui and, for 2002, hotel and villa occupancies at Kapalua decreased by 8% and, for the island of Maui, occupancies decreased by 3% compared to 2001.
For the State of Hawaii, hotel and condominium occupancies were about 1% higher in 2002 compared to 2001. Throughout 2002, the Resort operating results were affected by the slow recovery of Hawaii's
visitor industry from the events of September 11, 2001, continued challenges from a weak United States economy, difficult air travel and the threat of a United States military conflict. In
2002, paid rounds of golf at the Resort declined compared to 2001, and revenues from golf operations decreased by 3%, merchandise sales decreased by 6% and revenues from The Kapalua Villas decreased
by 9%. Partially

18

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offsetting
these declines were commission income from Kapalua Realty, which increased by 80% in 2002 compared to 2001, primarily reflecting real estate resale activity.

COMMERCIAL & PROPERTY

Revenues of $5.4 million attributable to the Commercial & Property segment increased by 39% in 2002 compared to 2001. The segment produced an
operating loss from continuing operations of $152,000 in
2002 compared to $1.5 million in 2001. See Discontinued Operations, Note 4 to Consolidated Financial Statements. The improved results were principally due to land sales in 2002. In the
fourth quarter of 2002, the Company closed sales on 13 of 45 lots in the Kapua Village employee subdivision in West Maui. Revenues for 2002 also included other land sales totaling $624,000 compared to
land sales of $189,000 in 2001.

The
Company's equity in the losses of Kaahumanu Center Associates was $1.3 million in 2002 compared to $1.5 million in 2001. The reduction in losses was primarily due to
lower expense in 2002 for write-off of tenant improvement allowances and lower reserves for uncollectible accounts. The gross leasable area occupied by tenants in 2002 increased, but sales
reported by the tenants decreased in 2002 as compared to 2001.

LIQUIDITY AND CAPITAL RESOURCES

Debt Reduction

At December 31, 2003, the Company's total debt was $26.8 million, compared to $50.1 million at December 31, 2002. Five transactions
contributed to the reduction in debt in 2003: (1) In connection with the $7.1 million sale of the Napili Plaza in August 2003, the Company repaid the $4.5 million mortgage
loan on that property; (2) The sale of the Company's Costa Rican pineapple assets in December 2003, provided cash of $12.2 million from which $3.8 million of short- and
long-term debt of the Company's Costa Rican subsidiary were repaid. The Company received cash distributions from its Costa Rican subsidiary totaling $3.3 million in
December 2003; (3) The sale of Queen Ka 'ahumanu Center resulted in a cash distribution to the Company in September 2003 of $3.3 million, representing the
repayment of partner advances and other working capital advances; (4) The cash distribution of $5.4 million from U.S. Customs in December 2003, and (5) $2.9 million
of cash receipts related to settlement of law suits primarily in August 2003, were also used to repay debt.

Future Cash Inflows and Outflows

The Company's Central American subsidiary expects to make cash distributions to its minority shareholders of approximately $5.2 million in the first and
second quarters of 2004. In March 2004, the Company expects to make income tax payments of approximately $930,000 and in September 2004, the Company expects to make pension plan
contributions of $1.5 million. In 2004, capital expenditures are expected to total $16.4 million, of which $4.1 million are for the replacement of existing facilities and
equipment. In January 2004, the Company purchased land for $4.3 million in West Maui that will be used in its future operations and it expects to incur approximately $1.9 million
in mid-2004 to acquire land as part of a land exchange with the State of Hawaii. The Company expects to incur approximately $3.8 million in 2004 for real estate development planning
and $1.8 million for the completion of highway improvements related to subdivision projects sold in prior years.

The
Company expects that cash from operating activities and cash inflows from investing activities will substantially fund the aforementioned cash commitments for 2004. Both the
Pineapple operations and the Resort ongoing operations typically produce net positive cash inflows from operating activities on a full-year basis, which can fund the capital expenditures
required by those segments and contribute to unallocated corporate expenses and other cash commitments. In 2004, the Company also expects to

19

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receive
additional cash distributions from its Central American subsidiary as the sale of the remaining properties is completed.

Construction
and sales of the next phase of Plantation Estates is expected to begin in 2004. As with some of the Company's prior real estate projects, the sales agreement for this
subdivision will probably require the buyers to pay the full purchase price and to close the sale transaction, although construction of the improvements would not be complete until a later date.
Assuming no unreasonable delays are encountered and sales are accomplished, the Company expects that the sales proceeds from this project will fund the construction of the $15 million
improvements and on a full-year basis; the net cash flows will contribute to liquidation of the Company's cash requirements.

Pineapple
operations seasonal cash requirements, in particular during the summer months are expected to be funded by bank lines of credit. At December 31, 2003, the Company had
unused short- and long-term lines of credit totaling $15.7 million.

Contractual Obligations

Following are summaries of the Company's contractual obligations as of December 31, 2003 (in thousands):

|                               |       | Payment due by period (years)
|------------------------------ | ----- | -----------------------------
|
|Long-term debt                 |       | $                            
|Capital lease obligations      |       |                              
|Operating leases(1)            |       |                              
|Purchase commitments(1)(2)     |       |                              
|Other long-term liabilities(3) |       |                              
|                               |       |                              
|                               | Total |                              
|                               |       |                              

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CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles require the use of accounting estimates. Some of these
estimates and assumptions involve a high level of subjectivity and judgment and therefore the impact of a change in these estimates and assumptions could materially affect the amounts reported in the
Company's financial statements.

At
December 31, 2003 and for the year then ended, estimates that the Company has identified as critical to the financial statements were as follows:



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IMPACT OF INFLATION AND CHANGING PRICES

The Company uses the LIFO method of accounting for its pineapple inventories. Under this method, the cost of products sold approximates current cost and, during
periods of rising prices, the ending inventory is reflected at an amount below current cost. The replacement cost of pineapple inventory was $20.2 million at December 31, 2003, which is
$13.0 million more than the amount reflected in the financial statements.

Most
of the land owned by the Company was acquired from 1911 to 1932 and is carried at cost. A small portion of "Real Estate Held for Sale" represents land cost. Replacements and
additions to Pineapple operations occur every year and some of the assets presently in use were placed in service in 1934. At Kapalua, some of the fixed assets were constructed and placed in service
in the mid-to-late 1970s. Depreciation expense would be considerably higher if fixed assets were stated at current cost.

Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's primary market risk exposure with regard to financial instruments is to changes in interest rates. The Company manages this risk by monitoring
interest rates and future cash requirements and evaluating opportunities to refinance borrowings at various maturities and interest rates. At December 31, 2003, 80% of the Company's short- and
long-term borrowing commitments carried interest rates that were periodically adjustable to the prime rate, a Federal Farm Credit Bank index rate or to a LIBOR rate and 20% carried
interest at fixed rates. Based on debt outstanding at the end of 2003 a hypothetical increase in interest rates of 100 basis points would increase the Company's interest expense by approximately
$230,000 and a hypothetical decrease in interest rates of 100 basis points would increase the fair value of the Company's long-term debt by approximately $292,000. At December 31,
2003, the fair value of the Company's long-term debt exceeded the carrying value by approximately $176,000 as a result of a general decrease in quoted interest rates.

The
Company does not believe that the market risk exposure due to foreign exchange transactions would have a material impact on the Company's financial statements.

21

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Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEPENDENT AUDITORS' REPORT

To
the Stockholders and Directors of Maui Land & Pineapple Company, Inc.:

We
have audited the accompanying consolidated balance sheets of Maui Land & Pineapple Company, Inc. and its subsidiaries as of December 31, 2003 and 2002, and the
related consolidated statements of operations and retained earnings, comprehensive income, and cash flows for each of the three years in the period ended December 31, 2003. These financial
statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits 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, such consolidated financial statements present fairly, in all material respects, the financial position of Maui Land & Pineapple Company, Inc. and its
subsidiaries at December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with
accounting principles generally accepted in the United States of America.

|        |  | 
|------- |  | 
|GRAPHIC |  | 

DELOITTE &
TOUCHE LLP
Honolulu, Hawaii
March 1, 2004

22

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MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES        CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS

|                                                                                                          |                         | Years Ended December 31, |          
|--------------------------------------------------------------------------------------------------------- | ----------------------- | ------------------------ | ---------
|
|
|REVENUES                                                                                                  |                         |                          |          
|Net sales                                                                                                 |                         | $                        | 113,584  
|Operating revenues                                                                                        |                         |                          | 33,247   
|Equity in earnings of joint ventures                                                                      |                         |                          | 12,698   
|Other income                                                                                              |                         |                          | 9,137    
|                                                                                                          |                         |                          |          
|Total Revenues                                                                                            |                         |                          | 168,666  
|                                                                                                          |                         |                          |          
|COSTS AND EXPENSES                                                                                        |                         |                          |          
|Cost of goods sold                                                                                        |                         |                          | 76,220   
|Operating expenses                                                                                        |                         |                          | 33,129   
|Shipping and marketing                                                                                    |                         |                          | 19,700   
|General and administrative                                                                                |                         |                          | 30,593   
|Equity in losses of joint ventures                                                                        |                         |                          | 20       
|Interest                                                                                                  |                         |                          | 2,526    
|                                                                                                          |                         |                          |          
|Total Costs and Expenses                                                                                  |                         |                          | 162,188  
|                                                                                                          |                         |                          |          
|Income (Loss) From Continuing Operations Before Income Taxes                                              |                         |                          | 6,478    
|Income Tax Expense (Benefit)                                                                              |                         |                          | 2,612    
|                                                                                                          |                         |                          |          
|Income (Loss) From Continuing Operations                                                                  |                         |                          | 3,866    
|Income (Loss) From Discontinued Operations (net of income tax expense (benefit) of $1,907, $191 and $(67) |                         |                          | 2,131    
|                                                                                                          |                         |                          |          
|NET INCOME (LOSS)                                                                                         |                         |                          | 5,997    
|RETAINED EARNINGS, BEGINNING OF YEAR                                                                      |                         |                          | 55,357   
|                                                                                                          |                         |                          |          
|RETAINED EARNINGS, END OF YEAR                                                                            |                         |                          | 61,354   
|                                                                                                          |                         |                          |          
|EARNINGS PER COMMON SHARE
BASIC AND DILUTED                                                              |                         |                          |          
|                                                                                                          | Continuing Operations   |                          |          
|                                                                                                          | Discontinued Operations |                          |          
|                                                                                                          |                         |                          |          
|                                                                                                          | Net Income (Loss)       |                          | $        
|                                                                                                          |                         |                          |          
|Average Common Shares Outstanding                                                                         |                         |                          | 7,195,800
|Average Common Shares Outstanding Assuming Dilution                                                       |                         |                          | 7,205,969

MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES        CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

|                                                                               |  | Years Ended December 31, |      
|------------------------------------------------------------------------------ |  | ------------------------ | -----
|
|
|Net Income (Loss)                                                              |  | $                        | 5,997
|Minimum pension liability, net of deferred income taxes of
$1,321 and $(2,835) |  |                          | 2,690
|Foreign currency translations                                                  |  |                          | (77  
|                                                                               |  |                          |      
|Comprehensive Income (Loss)                                                    |  | $                        | 8,610
|                                                                               |  |                          |      

See
Notes to Consolidated Financial Statements.

23

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MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES        CONSOLIDATED BALANCE SHEETS

|                                   |                                                                                                                                                               | December 31,                        |        
|---------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------- | -------
|
|
|ASSETS                             |                                                                                                                                                               |                                     |        
|CURRENT ASSETS                     |                                                                                                                                                               |                                     |        
|                                   | Cash and cash equivalents                                                                                                                                     |                                     | $      
|                                   | Accounts and notes receivable, less allowance of $994 and $572 for doubtful accounts                                                                          |                                     |        
|                                   | Refundable income taxes                                                                                                                                       |                                     |        
|                                   | Inventories                                                                                                                                                   |                                     |        
|                                   |                                                                                                                                                               | Pineapple products                  |        
|                                   |                                                                                                                                                               | Real estate held for sale           |        
|                                   |                                                                                                                                                               | Merchandise, materials and supplies |        
|                                   | Prepaid expenses and other assets                                                                                                                             |                                     |        
|                                   | Deferred income taxes                                                                                                                                         |                                     |        
|                                   |                                                                                                                                                               |                                     |        
|                                   | Total Current Assets                                                                                                                                          |                                     |        
|                                   |                                                                                                                                                               |                                     |        
|OTHER ASSETS                       |                                                                                                                                                               |                                     | 15,344 
|PROPERTY                           |                                                                                                                                                               |                                     |        
|                                   | Land                                                                                                                                                          |                                     |        
|                                   | Land improvements                                                                                                                                             |                                     |        
|                                   | Buildings                                                                                                                                                     |                                     |        
|                                   | Machinery and equipment                                                                                                                                       |                                     |        
|                                   | Construction in progress                                                                                                                                      |                                     |        
|                                   |                                                                                                                                                               |                                     |        
|                                   | Total Property                                                                                                                                                |                                     |        
|                                   | Less accumulated depreciation                                                                                                                                 |                                     |        
|                                   |                                                                                                                                                               |                                     |        
|                                   | Net Property                                                                                                                                                  |                                     |        
|                                   |                                                                                                                                                               |                                     |        
|TOTAL                              |                                                                                                                                                               |                                     | 161,680
|                                   |                                                                                                                                                               |                                     |        
|LIABILITIES & STOCKHOLDERS' EQUITY |                                                                                                                                                               |                                     |        
|CURRENT LIABILITIES                |                                                                                                                                                               |                                     |        
|                                   | Notes payable and current portion of long-term debt                                                                                                           |                                     |        
|                                   | Current portion of capital lease obligations                                                                                                                  |                                     |        
|                                   | Trade accounts payable                                                                                                                                        |                                     |        
|                                   | Payroll and employee benefits                                                                                                                                 |                                     |        
|                                   | Income taxes payable                                                                                                                                          |                                     |        
|                                   | Other accrued liabilities                                                                                                                                     |                                     |        
|                                   |                                                                                                                                                               |                                     |        
|                                   | Total Current Liabilities                                                                                                                                     |                                     |        
|                                   |                                                                                                                                                               |                                     |        
|LONG-TERM LIABILITIES              |                                                                                                                                                               |                                     |        
|                                   | Long-term debt                                                                                                                                                |                                     |        
|                                   | Capital lease obligations                                                                                                                                     |                                     |        
|                                   | Accrued retirement benefits                                                                                                                                   |                                     |        
|                                   | Accumulated losses of joint venture in excess of investment                                                                                                   |                                     |        
|                                   | Deferred income taxes                                                                                                                                         |                                     |        
|                                   | Other noncurrent liabilities                                                                                                                                  |                                     |        
|                                   |                                                                                                                                                               |                                     |        
|                                   | Total Long-Term Liabilities                                                                                                                                   |                                     |        
|                                   |                                                                                                                                                               |                                     |        
|MINORITY INTEREST IN SUBSIDIARY    |                                                                                                                                                               |                                     | 5,330  
|CONTINGENCIES AND COMMITMENTS      |                                                                                                                                                               |                                     |        
|STOCKHOLDERS' EQUITY               |                                                                                                                                                               |                                     |        
|                                   | Common stockno par value, 8,000,000 and 7,200,000 shares authorized, and 7,195,800 shares issued and outstanding at December 31, 2003 and 2002, respectively |                                     |        
|                                   | Additional paid in capital                                                                                                                                    |                                     |        
|                                   | Retained earnings                                                                                                                                             |                                     |        
|                                   | Accumulated other comprehensive loss                                                                                                                          |                                     |        
|                                   |                                                                                                                                                               |                                     |        
|                                   | Stockholders' Equity                                                                                                                                          |                                     |        
|                                   |                                                                                                                                                               |                                     |        
|TOTAL                              |                                                                                                                                                               | $                                   | 161,680
|                                   |                                                                                                                                                               |                                     |        

See Notes to Consolidated Financial Statements.

24

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MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES        CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                        |                                                           | Years Ended December 31, |        
|--------------------------------------------------------------------------------------- | --------------------------------------------------------- | ------------------------ | -------
|
|
|OPERATING ACTIVITIES                                                                    |                                                           |                          |        
|Net income (loss)                                                                       |                                                           | $                        | 5,997  
|Adjustments to reconcile net income (loss) to net cash provided by operating activities |                                                           |                          |        
|                                                                                        | Depreciation                                              |                          |        
|                                                                                        | Undistributed equity in (income) losses of joint ventures |                          |        
|                                                                                        | Gain on property disposals                                |                          |        
|                                                                                        | Deferred income taxes                                     |                          |        
|                                                                                        | (Increase) decrease in accounts receivable                |                          |        
|                                                                                        | (Increase) decrease in refundable income taxes            |                          |        
|                                                                                        | (Increase) decrease in inventories                        |                          |        
|                                                                                        | Increase (decrease) in trade payables                     |                          |        
|                                                                                        | Increase (decrease) in income taxes payable               |                          |        
|                                                                                        | Net change in other operating assets and liabilities      |                          |        
|                                                                                        |                                                           |                          |        
|NET CASH PROVIDED BY OPERATING ACTIVITIES                                               |                                                           |                          | 16,186 
|                                                                                        |                                                           |                          |        
|INVESTING ACTIVITIES                                                                    |                                                           |                          |        
|Purchases of property                                                                   |                                                           |                          | (6,738 
|Proceeds from sale of property                                                          |                                                           |                          | 17,261 
|Distributions from joint ventures                                                       |                                                           |                          |       
|Proceeds from (payments for) other assets                                               |                                                           |                          | 3,258  
|                                                                                        |                                                           |                          |        
|NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                     |                                                           |                          | 13,781 
|                                                                                        |                                                           |                          |        
|FINANCING ACTIVITIES                                                                    |                                                           |                          |        
|Proceeds from long-term debt                                                            |                                                           |                          | 24,848 
|Payments of long-term debt                                                              |                                                           |                          | (44,912
|(Payments of) proceeds from short-term debt                                             |                                                           |                          | (2,897 
|Payments on capital lease obligations                                                   |                                                           |                          | (291   
|Other                                                                                   |                                                           |                          | 490    
|                                                                                        |                                                           |                          |        
|NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                     |                                                           |                          | (22,762
|                                                                                        |                                                           |                          |        
|NET INCREASE (DECREASE) IN CASH                                                         |                                                           |                          | 7,205  
|CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                          |                                                           |                          | 658    
|                                                                                        |                                                           |                          |        
|CASH AND CASH EQUIVALENTS AT END OF YEAR                                                |                                                           | $                        | 7,863  
|                                                                                        |                                                           |                          |        

Supplemental Disclosures of Cash Flow Information and Non-Cash Investing and Financing Activities:

| | Interest (net of amount capitalized) |  | $ | 2,445 |   | $ | 2,477 |  | $ | 2,994
| | ------------------------------------ |  | - | ----- | - | - | ----- |  | - | -----
| | Income taxes                         |  |   | (312  | ) |   | 767   |  |   | 39   

See
Notes to Consolidated Financial Statements.

25

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MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

The consolidated financial statements include the accounts of Maui Land & Pineapple Company, Inc. and subsidiaries, primarily Maui Pineapple
Company, Ltd. and Kapalua Land Company, Ltd. Significant intercompany balances and transactions have been eliminated.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand, deposits in banks and commercial paper with original maturities of three months or less.

INVENTORIES

Inventories of tinplate, cans, ends and canned pineapple products are stated at cost, not in excess of market value, using the dollar value last-in,
first-out ("LIFO") method.

In
accordance with Hawaii industry practice, the costs of growing pineapple are charged to production in the year incurred rather than deferred until the year of harvest. For financial
reporting purposes, each year's total cost of growing and harvesting pineapple is allocated to products on the basis of their respective market values; for income tax purposes, the allocation is based
upon the weight of fruit included in each product.

Real
estate held for sale is stated at the lower of cost or fair value less cost to sell.

Merchandise,
materials and supplies are stated at cost, not in excess of market value, using retail and average cost methods.

OTHER ASSETS

Cash surrender value of life insurance policies is reflected net of loans against the policies.

Investments
in joint ventures are generally accounted for using the equity method.

PROPERTY AND DEPRECIATION

Property is stated at cost. Major replacements, renewals and betterments are capitalized while maintenance and repairs that do not improve or extend the life of
an asset are charged to expense as incurred. When property is retired or otherwise disposed of, the cost of the property and the related accumulated depreciation are written off and the resulting
gains or losses are included in income. Depreciation is provided over estimated useful lives of the respective assets using the straight-line method.

LONG-LIVED ASSETS

Long-lived assets and certain intangibles held and used by the Company are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. When such events or changes occur, an estimate of the future cash flows expected to result from the use of the assets and their
eventual disposition is made. If the sum of such expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss is recognized
in an amount by which the assets' net book values exceed fair values.

26

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POSTRETIREMENT BENEFITS

The Company's policy is to fund pension cost at a level at least equal to the minimum amount required under federal law, but not more than the maximum amount
deductible for federal income tax purposes.

Deferred
compensation plans for certain management employees provide for specified payments after retirement. The present value of estimated payments to be made is accrued over the
period of active employment. In 1998, these plans were terminated (see Note 7 to Consolidated Financial Statements).

The
estimated cost of providing postretirement health care and life insurance benefits is accrued over the period employees render the necessary services.

REVENUE RECOGNITION

Revenues from the sale of pineapple are recognized when title to the product is transferred to the customer. The timing of transfer of title varies according to
the shipping and delivery terms of the sale.

Sales
of real estate are recognized as revenues in the period in which sufficient cash has been received, collection of the balance is reasonably assured and risks of ownership have
passed to the buyer. When
the Company's remaining obligation to complete improvements is significant, the sale is recognized on the percentage-of-completion method.

Revenues
from other activities are recognized when delivery has occurred or services have been rendered, the sales price is fixed or determinable and collectibility is reasonably
assured.

INTEREST CAPITALIZATION

Interest costs are capitalized during the construction period of major capital projects.

ADVERTISING AND RESEARCH AND DEVELOPMENT

The costs of advertising and research and development activities are expensed as incurred.

LEASES

Leases that transfer substantially all of the benefits and risks of ownership of the property are accounted for as capital leases. Amortization of capital leases
is included in depreciation expense. Other leases are accounted for as operating leases. Rentals under operating leases are recognized on a straight-line basis.

INCOME TAXES

The Company's provision for income taxes is calculated using the liability method. Deferred income taxes are provided for all temporary differences between the
financial statement and tax bases of assets and liabilities using tax rates enacted by law or regulation.

STOCK-BASED COMPENSATION

Stock-based compensation is accounted for in accordance with the fair value based method prescribed by FASB Statement No. 123, Accounting for Stock-Based
Compensation. Under the fair value based method, compensation cost is recognized based on the fair value of the equity
instruments issued.

27

---

FOREIGN CURRENCY TRANSLATION

The assets and liabilities of the Company's majority owned subsidiary in Central America are translated into United States dollars at exchange rates in effect at
the balance sheet date, and revenues and expenses are translated at weighted average exchange rates in effect during the period. Translation adjustments are reported as other comprehensive income
(loss) and accumulated in Stockholders' Equity, and totaled $(77,000), $68,000 and $(71,000) in 2003, 2002 and 2001, respectively. Transaction gains and losses that arise from exchange rate changes on
transactions denominated in a currency other than the functional currency are included in income as incurred. During 2003, 2002 and 2001, such transaction gains and losses were not material.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting periods. Future actual amounts could differ from those estimates.

NEW ACCOUNTING PRONOUNCEMENTS

In January 2003, the Company adopted Statement of Financial Accounting Standard No. 146,Accounting for Costs Associated
with Exit or Disposal Activities("SFAS No. 146"). SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized
when the liability is
incurred, and not at the date of an entity's commitment to an exit plan, as was previously required. The adoption of SFAS No. 146 did not have a material effect on the Company's financial
statements.

In
January 2003, the Company adopted Financial Accounting Standards Board Interpretation No. 45,Guarantor's Accounting and Disclosure Requirements
for Guarantees, Including Indirect Guarantees of Indebtedness of Others("FIN No. 45"). FIN No. 45 requires an entity to disclose in its financial statement
footnotes many of the guarantees or indemnification agreements that it issues. In addition, under certain circumstances, an entity will have to recognize a liability at the time it enters into the
guarantee. The adoption of FIN No. 45 did not have a material impact on the Company's financial statements.

In
December 2003, the Company adopted FASB Statement No. 132 (revised 2003),Employers' Disclosures about Pensions and Other Postretirement
Benefits. The Statement revises employers' disclosures about pension plans and other postretirement benefit plans. It does not change the measurements or recognition of those
plans required by FASB Statements No. 87,Employers' Accounting for Pensions, No. 88,Employers' Accounting for
Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, and No. 106,Employers' Accounting for Postretirement
Benefits Other Than Pensions. The revised disclosures are included in Note 7, Postretirement Benefits.

EARNINGS PER COMMON SHARE

Basic earnings per share is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding. Diluted
earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the
dilutive potential common shares from stock-based compensation arrangements had been issued.

In
2003, diluted earnings per common share is computed on the assumption that the shares of nonvested restricted stock are outstanding at the grant date, and that the outstanding stock
options are exercised, using the treasury stock method. None of these potential common shares were considered

28

---

antidilutive.
In 2002 and 2001, there were no securities outstanding that would potentially dilute common shares outstanding.

RECLASSIFICATIONS

Certain amounts for prior years have been reclassified to conform to the presentation for the current year.

2.     INVENTORIES

Pineapple product inventories were comprised of the following components at December 31, 2003 and 2002:

2003

2002(Dollars in Thousands)Finished Goods

$
6,199

$
11,829Work In Progress


755


963Raw Materials


299


1,696Total

$
7,253

$
14,488


The
replacement cost of pineapple product inventories at year-end approximated $20 million in 2003 and $23 million in 2002. In 2003, there was a partial
liquidation of LIFO inventories; thus, cost of sales included prior years' inventory costs, which were lower than current costs. Had current costs been charged to cost of sales, net income for 2003
would have decreased by $360,000 or $.05 per share.

3.     OTHER ASSETS

Investments and Other Assets at December 31, 2003 and 2002 consisted of the following:

2003

2002(Dollars in Thousands)Deferred Costs

$
7,922

$
7,077Cash Surrender Value of Life Insurance Policies (net)


1,367


1,094Pension Asset


2,762


3,895Deferred Income Taxes





2,192Other


3,293


3,016Total

$
15,344

$
17,274


Deferred
costs are primarily predevelopment costs related to various projects at the Kapalua Resort that will be allocated to future development projects.

Cash
surrender value of life insurance policies is stated net of policy loans, totaling $597,000 at December 31, 2003 and 2002.

KAPALUA COCONUT GROVE LLC

Kapalua Coconut Grove LLC ("KCG") is a Hawaii limited liability company whose members are the Company and YCP Site 29, Inc. KCG was formed in
June 1997 to own, develop and sell luxury condominiums on the 12-acre parcel of beachfront property adjacent to the Kapalua Bay Hotel. Each member contributed to the venture its 50%
interest in the land parcel and $1.1 million in cash. In 2001, construction was completed and sales of all units closed escrow as title was delivered to the buyers upon completion of the
individual residences. Each member has a 50% interest in KCG and the Company has accounted for its investment in KCG by the equity method. The Company's pre-tax share

29

---

of
KCG's net income was $6,993,000 in 2001. Also in 2001, the Company recognized income of $3.9 million representing its gain on the land parcel contributed to the venture. During 2003 and
2002, total assets, liabilities and members' equity and operations were minimal. KCG will be dissolved after all contingencies have been resolved.

KAAHUMANU CENTER ASSOCIATES

Kaahumanu Center Associates ("KCA") was a 50/50 partnership between the Company as general partner and the Employees' Retirement System of the State of Hawaii
("ERS") as a limited partner. KCA was the owner and operator of Queen Ka 'ahumanu Center, a regional shopping center in Maui. In September of 2003, KCA sold the shopping center for
$75 million. Upon closing of the sale, the Company received a cash distribution of $3.3 million, which primarily represented the repayment of cash advances, management fees, electricity
and reimbursable costs. The Company had guaranteed the payment of up to $10 million of the $57 million mortgage loan of KCA. Upon closing of the sale, the mortgage was repaid and the
guaranty was released.

By
agreement between the partners of KCA, the partnership was dissolved upon the closing of the sale and the Company as managing partner has proceeded to wind up the affairs of the
partnership. The winding up period, as defined by agreement, will run for at least thirteen months following the closing of the sale and $1.2 million of the sales proceeds were withheld by KCA
for possible contingencies and to wind up the affairs of the partnership.

As
a result of the dissolution of the partnership, the Company's accumulated losses of KCA in excess of its investment were reversed in the third quarter of 2003. The reversal of these
losses in 2003 of $11.8 million was credited to equity in earnings of joint ventures.

The
Company had a long-term agreement with KCA to manage Queen Ka 'ahumanu Center. As manager, the Company provided all administrative and on-site
personnel and incurred other costs and expenses, primarily insurance, which were reimbursable by KCA. The Company generated a portion of the electricity used by Queen Ka 'ahumanu Center.
In accordance with the limited partnership agreement, the partners could make cash advances to KCA in order to avoid a cash flow deficit. In 2002 and 2001, cash advances from the Company to KCA
totaled $977,000, and $482,000, respectively. Interest on the advances at 9.57% (per the partnership agreement, 1% above KCA's first mortgage loan) totaled $141,000, $113,000, and $54,000 in 2003,
2002 and 2001, respectively. In 2003, 2002 and 2001, reimbursements from KCA for payroll and other costs and expenses totaled $1,894,000, $2,259,000, and $2,634,000, respectively, and the Company
charged KCA $1,801,000, $2,908,000, and $3,203,000, respectively, for electricity and management fees. At December 31, 2002, $2,488,000 was due to the Company from KCA for cash advances,
management fees, electricity and reimbursable costs.

The
Company's pre-tax share of income (losses) from KCA was $852,000, ($1,248,000), and ($1,453,000), respectively, for 2003, 2002 and 2001.

30

---

Summarized
balance sheet information for KCA as of December 31, 2003 and 2002 and operating information for each of the three years ended December 31, 2003 follows:

2003

2002(Dollars in Thousands)Current assets

$
1,541

$
1,101Property and equipment, net





63,447Other assets, net


153


1,183Total Assets


1,694


65,731Current liabilities


290


4,542Noncurrent liabilities


7


56,688Total Liabilities


297


61,230Partners' Capital

$
1,397

$
4,501


2003

2002

2001Revenues

$
14,509

$
14,849

$
15,206Costs and Expenses


12,805


17,344


18,112Net Income (Loss)

$
1,704

$
(2,495
)
$
(2,906
)


4.     DISCONTINUED OPERATIONS

In August 2003, the Company sold the Napili Plaza, which was one of two major assets in the Commercial & Property business segment. The assets sold
had a net book value of $4.4 million, which was comprised principally of buildings and land improvements. The Company's gain from the transaction of $1.9 million and the results of
operations prior to the sale is reported as discontinued operations and prior period amounts are restated for comparability.

In
December 2003, the Company entered into an agreement to sell substantially all of the assets of its 51% owned Costa Rican pineapple subsidiary for $15.3 million. The
sale closed in December 2003 and title to all but two parcels of land, were transferred to the buyer. The sales agreement provided for withholding of $3.1 million of the sales price
pending the transfer of title to the remaining properties. Accordingly, in 2003, $12.2 million of the total sales price was recognized and the Company recorded a gain of $2.9 million
(after reduction for 49% minority interest). The gain and results of operations prior to the sale are reported as discontinued operations. Prior period results have been restated for comparability.
The sale of the remaining two parcels will be recognized in 2004 when title to the property is transferred to the buyer. In February 2004, title to one of the remaining parcels was transferred
to the buyer and $2.7 million of the previously withheld sales price was paid to the Company's subsidiary.

The
assets sold had a net book value of $6.5 million, of which approximately 34% represented land, 32% was for inventories of growing crops and the remainder was principally for
machinery, buildings and other fixed assets.

31

---

The
revenues and operating profit (loss) relating to these two discontinued operations were as follows:

2003

2002

2001(Dollars in Thousands)RevenuesNapili Plaza

$
2,591

$
1,100

$
1,130Pineapple subsidiary


12,551


6,625


5,434Total


15,142


7,725


6,564Operating profit (loss)Napili Plaza


1,982


61


62Pineapple subsidiary


2,056


445


(277
)Total

$
4,038

$
506

$
(215
)


5.     BORROWING ARRANGEMENTS

During 2003, 2002 and 2001, the Company had average borrowings outstanding of $45.0 million, $47.9 million, and $46.4 million, respectively,
at average interest rates of 5.0%, 4.9% and 6.9%, respectively.

Short-term
bank lines of credit available to the Company at December 31, 2003 were $1.4 million. These lines provide for interest at the prime rate (4% at
December 31, 2003) plus 1/4% to 3/4%. There were no borrowings under these lines at December 31, 2003 and $595,000 in letters of credit were reserved against these lines to secure the
Company's deductible portion of insurance claims administered by various insurance companies.

Long-term
debt at December 31, 2003 and 2002 consisted of the following (interest rates represent the rates at December 31):

2003

2002(Dollars in Thousands)Term loan, 4.20% to 5.38% and 3.72% to 5.38%

$
15,000

$
15,000Revolving credit agreement, 3.42% to 4.25% and
4.17% to 4.25%


5,700


17,050Mortgage loan, 7.25%





4,513Equipment loans, 3.65% to 7.48% and 4.23% to 7.48%


5,174


8,030Non-revolving term loan, 4.17%





1,344Total


25,874


45,937Less portion classified as current


3,576


3,681Long-term debt

$
22,298

$
42,256


The
Company has a $15 million term loan that is secured by certain parcels of the Company's real property on Maui. Principal payments are due from September 2004 through
June 2009. Interest rates on the loan are adjustable based on six-month, one-year and three-year rates made available by the Federal Farm Credit Bank. The
agreement includes certain financial covenants, including the maintenance of a minimum tangible net worth and debt coverage ratio, maximum funded debt to capitalization ratio, and limits on capital
expenditures and the payment of dividends.

The
Company has a revolving credit agreement with participating banks under which it may borrow up to $20 million in revolving loans through December 31, 2004. On
December 31, 2004, the commitment reduces to $15 million and amounts outstanding at December 31, 2005, at the Company's

32

---

option,
may be converted to a three-year term loan repayable in six equal semi-annual installments. Commitment fees of 1/4% are payable on the unused portion of the revolving
credit line. At the Company's option, interest on advances is based on the prime rate or on one- to six-month London Interbank Offered Rate ("LIBOR"). The loan is
collateralized by the Company's three golf courses at the Kapalua Resort. The agreement contains certain financial covenants, including the maintenance of consolidated net worth at certain levels,
minimum debt coverage ratio and limits on the incurrence of other indebtedness and capital expenditures. Declaration and payment of cash dividends is restricted to 30% of prior year's net income.

The
mortgage loan was collateralized by the Napili Plaza shopping center and was repaid in connection with the sale of the property in August 2003. See Note 4 to
Consolidated Financial Statements.

The
Company has agreements that provide for term loans that were used to purchase equipment for the Company's pineapple and resort operations. At December 31, 2003,
$1.7 million of these term loans had interest rates that were adjustable based on one- to six-month LIBOR. The balance of these loans is at fixed interest rates. The
loans mature through December 2007. Some of the agreements include financial covenants that are similar to those in the Company's revolving credit agreement.

The
Company's majority owned Costa Rican subsidiary had a non-revolving term loan that the Company guaranteed. In connection with the sale of substantially all of the
subsidiary's assets, the non-revolving term loan and short-term lines of credit totaling $3,845,000 were repaid and the Company's guaranty was released. See Note 4 to
Consolidated Financial Statements.

Maturities
of long-term debt during the next five years, from 2004 through 2008, are as follows: $3,576,000, $3,030,000, $3,934,000, $3,634,000 and $3,450,000.

6.     LEASES

LESSEE

The Company has capital leases, primarily on equipment used in pineapple operations, which expire at various dates through 2006. At December 31, 2003 and
2002, property included capital leases of $1,711,000, (accumulated depreciation of $639,000 and $398,000, respectively). Future minimum rental payments under capital leases aggregate $1,021,000
(including $49,000 representing interest) and are payable as follows (2004 to 2006): $306,000, $393,000 and $322,000.

The
Company has various operating leases, primarily for land used in pineapple operations, which expire at various dates through 2018. A major operating lease covering approximately
1,500 acres used primarily for pineapple operations expired on December 31, 1999, and is currently on a month-to-month basis. The Company and the lessor intend to
conclude a long-term lease after the Company has reassessed its land acreage needs. Total rental expense under operating leases was $826,000 in 2003, $792,000 in 2002 and $811,000 in 2001.
Future minimum rental payments under operating leases aggregate $4,074,000 and are payable during the next five years (2004 to 2008) as follows: $612,000, $618,000, $632,000, $646,000, $659,000,
respectively, and $907,000 thereafter.

LESSOR

The Company leases land and land improvements, primarily to hotels at Kapalua, and space in buildings, primarily to retail tenants. The leases generally provide
for minimum rents and, in most cases, percentage rentals based on tenant revenues. In addition, the leases generally provide for

33

---

reimbursement
of common area maintenance and other expenses. Total rental income under these operating leases was as follows:

2003

2002

2001(Dollars in Thousands)Minimum rentals

$
1,284

$
2,010

$
1,835Percentage rentals


2,322


2,183


2,572Total

$
3,606

$
4,193

$
4,407


Property
at December 31, 2003 and 2002 includes leased property of $13,617,000 and $19,960,000, respectively (before accumulated depreciation of $9,092,000 and $11,642,000,
respectively).

Future
minimum rental income aggregates $3,201,000 and is receivable during the next five years (2004 to 2008) as follows: $822,000, $769,000, $474,000, $239,000, $235,000, respectively,
and $662,000 thereafter.

7.     POSTRETIREMENT BENEFITS

The Company has defined benefit pension plans covering substantially all full-time, part-time and intermittent employees. Pension benefits
are based primarily on years of service and compensation levels. The Company has defined benefit postretirement health and life insurance plans that cover primarily non-bargaining salaried
employees and certain bargaining unit employees. Postretirement health and life insurance benefits are principally based on the employee's job classification at the time of retirement and on years of
service.

The
projected benefit obligation, accumulated benefit obligation and fair value of plan assets for pension plans with accumulated benefits in excess of plan assets were $47,464,000,
$42,129,000 and $38,207,000, respectively as of December 31, 2003 and $43,012,000, $38,372,000 and $31,953,000, respectively, as of December 31, 2002.

The
accumulated postretirement benefit obligation for health care as of December 31, 2003 and 2002 was determined using a health care cost trend rate of 8.5% in 2003, decreasing
by .5% each year from 2003 through 2010 and 5% thereafter. The effect of a 1% annual increase in these assumed cost trend rates would increase the accrued postretirement benefit obligation by
approximately $2,173,000 as of December 31, 2003, and the aggregate of the service and interest cost for 2003 by approximately $203,000; a 1% annual decrease would reduce the accrued
postretirement benefit obligation by approximately $1,718,000 as of December 31, 2003, and the aggregate of the service and interest cost for 2003 by approximately $157,000.

Special
termination benefits for defined benefit pension plans increased the net periodic pension cost for 2003 and the benefit obligation recognized as of December 31, 2003 by
$577,000. These special termination benefits relate to enhanced pension benefits as a result of management changes in 2003.

34

---

Changes in benefit obligations and changes in plan assets for 2003 and 2002 and the funded status of the plans and amounts recognized in the balance sheets as of December 31, 2003
and 2002 were as follows:

|                                                                                  |                                                   | Pension Benefits |        | Other Benefits |  
|--------------------------------------------------------------------------------- | ------------------------------------------------- | ---------------- | ------ | -------------- | -
|
|
|Change in benefit obligations:                                                    |                                                   |                  |        |                |  
|                                                                                  | Benefit obligations at beginning of year          |                  | $      | 43,012         |  
|                                                                                  | Service cost                                      |                  |        | 1,669          |  
|                                                                                  | Interest cost                                     |                  |        | 2,770          |  
|                                                                                  | Actuarial (gain) loss                             |                  |        | 1,972          |  
|                                                                                  | Special termination benefits                      |                  |        | 577            |  
|                                                                                  | Benefits paid                                     |                  |        | (2,536         | )
|                                                                                  |                                                   |                  |        |                |  
|                                                                                  | Benefit obligations at end of year                |                  |        | 47,464         |  
|                                                                                  |                                                   |                  |        |                |  
|Change in plan assets:                                                            |                                                   |                  |        |                |  
|                                                                                  | Fair value of plan assets at beginning of year    |                  |        | 31,953         |  
|                                                                                  | Actual return on plan assets                      |                  |        | 7,717          |  
|                                                                                  | Employer contributions                            |                  |        | 1,073          |  
|                                                                                  | Benefits paid                                     |                  |        | (2,536         | )
|                                                                                  |                                                   |                  |        |                |  
|                                                                                  | Fair value of plan assets at end of year          |                  |        | 38,207         |  
|                                                                                  |                                                   |                  |        |                |  
|Funded status                                                                     |                                                   |                  | (9,257 | )              |  
|Unrecognized actuarial (gain) loss                                                |                                                   |                  | 9,006  |                |  
|Unrecognized net transition obligation                                            |                                                   |                  | 229    |                |  
|Unrecognized prior service cost                                                   |                                                   |                  | 377    |                |  
|                                                                                  |                                                   |                  |        |                |  
|Net amounts recognized                                                            |                                                   |                  | 355    |                |  
|                                                                                  |                                                   |                  |        |                |  
|Amounts recognized in balance sheets consist of:                                  |                                                   |                  |        |                |  
|                                                                                  | Pension asset before minimum liability adjustment |                  |        | 2,286          |  
|                                                                                  | Accrued benefit liability                         |                  |        | (1,931         | )
|                                                                                  | Intangible asset                                  |                  |        | 607            |  
|                                                                                  | Minimum liability adjustment                      |                  |        | (4,277         | )
|                                                                                  | Accumulated other comprehensive loss              |                  |        | 3,670          |  
|                                                                                  |                                                   |                  |        |                |  
|Net amounts recognized                                                            |                                                   | $                | 355    |                | $
|                                                                                  |                                                   |                  |        |                |  
|Increase (decrease) in minimum liability                                          |                                                   |                  |        |                |  
|                                                                                  | included in other comprehensive income            |                  | $      | (4,205         | )
|Weighted average assumption used to determine benefit obligations at December 31: |                                                   |                  |        |                |  
|                                                                                  | Discount rate                                     |                  |        | 6.25           | %
|                                                                                  | Rate of compensation increase                     |                  |        | 3.50           | %

35

---

Net
periodic benefit costs for 2003, 2002 and 2001 included the following components:

|                  |                                                   | 2003 |   | 2002   |   | 2001 |       
|----------------- | ------------------------------------------------- | ---- | - | ------ | - | ---- | ------
|
|Pension benefits: |                                                   |      |   |        |   |      |       
|                  | Service cost                                      |      | $ | 1,669  |   | $    | 1,770 
|                  | Interest cost                                     |      |   | 2,771  |   |      | 2,694 
|                  | Expected return on plan assets                    |      |   | (2,858 | ) |      | (3,307
|                  | Amortization of net transition obligation (asset) |      |   | 25     |   |      | 28    
|                  | Amortization of prior service cost                |      |   | 46     |   |      | 94    
|                  | Special termination benefits                      |      |   | 577    |   |      |      
|                  | Recognized net actuarial loss                     |      |   | 621    |   |      | 77    
|                  |                                                   |      |   |        |   |      |       
|                  | Net expense                                       |      |   | 2,851  |   |      | 1,356 
|                  |                                                   |      |   |        |   |      |       
|Other benefits:   |                                                   |      |   |        |   |      |       
|                  | Service cost                                      |      |   | 184    |   |      | 356   
|                  | Interest cost                                     |      |   | 849    |   |      | 901   
|                  | Amortization of prior service cost                |      |   | (128   | ) |      | (128  
|                  | Recognized net actuarial gain                     |      |   | (371   | ) |      | (456  
|                  |                                                   |      |   |        |   |      |       
|                  | Net expense                                       |      | $ | 534    |   | $    | 673   
|                  |                                                   |      |   |        |   |      |       

|                                                                          |                                          | 2003 |             | 2002 |             | 2001
|------------------------------------------------------------------------- | ---------------------------------------- | ---- | ----------- | ---- | ----------- | ----
|Weighted average assumptions used to determine net periodic benefit cost: |                                          |      |             |      |             |     
|Pension benefits:                                                         |                                          |      |             |      |             |     
|                                                                          | Discount rate                            |      | 6.75%       |      | 7.25%       |     
|                                                                          | Expected long-term return on plan assets |      | 9%          |      | 9%          |     
|                                                                          | Rate of compensation increase            |      | 3.0% - 4.5% |      | 3.0% - 4.5% |     
|Other benefits:                                                           |                                          |      |             |      |             |     
|                                                                          | Discount rate                            |      | 6.75%       |      | 7.25%       |     
|                                                                          | Rate of compensation increase            |      | 3.5%        |      | 4.0%        |     

The
expected long-term rate of return on plan assets was based on historical total returns of broad equity and bond indices for ten to fifteen year periods, weighted against
the Company's targeted pension asset allocation ranges. These rates were also compared to historical rates of return on hypothetical blended funds with 60% equity securities and 40% bond securities.
These hypothetical rates of return were in excess of 9% in 2003, 2002 and 2001.

The
Company's pension plan weighted-average asset allocations at December 31, 2003 and 2002, by asset category was as follows:

Asset Category

2003

2002Equity Securities

66
%
63
%Debt Securities

33
%
36
%Real Estate



Other

1
%
1
%


A
pension committee consisting of certain senior management employees administers the Company's defined benefit pension plans. The pension plan assets are allocated among approved asset
types based on asset allocation guidelines and investment and risk-management guidelines set by the pension committee, and subject to liquidity requirements of the plans. The pension
committee has set the following asset mix guidelines: equities 20% to 60%; fixed income securities 20% to 50%;

36

---

international
securities 0% to 10%; private partnerships 0% to 15% and cash or equivalents 0% to 100%.

The
Company expects to contribute $1,452,000 to its defined benefit pension plans and $678,000 to its other postretirement benefit plans in 2004.

The
Company has investment and savings plans that allow eligible employees on a voluntary basis to make pre-tax contributions of their cash compensation. Substantially all
employees are eligible to participate in one or more plans. The Company can elect to make contributions to the plans and, in 2002, the Company contributed $92,000 to one of the plans. No Company
contributions were made to these plans in 2003.

The
Company has an Employee Stock Ownership Plan ("ESOP") for non-bargaining salaried employees and for bargaining unit clerical employees of Maui Pineapple
Company, Ltd. Effective December 31, 1999, the Company's Board of Directors approved a plan amendment to freeze the ESOP. Accordingly, after 1999, there were no further contributions to
the ESOP and no additional employees became participants of the plan. On March 1, 2004, the Company's Board of Directors voted to terminate the ESOP.

On
October 1, 1998, deferred compensation plans that provided for specified payments after retirement for certain management employees were terminated. At the termination date,
these employees were given credit for existing years of service and future vesting of additional benefits was discontinued. The present value of the benefits to be paid is being accrued over the
period of active employment. As of December 31, 2003 and 2002, deferred compensation plan liabilities totaled $2,090,000 and $2,027,000, respectively.

8.     EQUITY COMPENSATION PLANS

At December 31, 2003, 800,000 shares of the Company's common stock have been authorized for issuance under equity compensation plans. The Company's Stock
and Incentive Compensation Plan of 2003 (the "Stock Plan") was approved by its shareholders on December 11, 2003 and includes 500,000 shares of common stock authorized for issuance. The
Compensation Committee of the Board of Directors is charged with administering the Stock Plan and, at its discretion can determine the employees, directors and independent contractors to whom awards
under this plan will be granted. The vesting requirements, terms of the grants of options or other equity instruments and other terms of the grants generally follow certain guidelines, but can vary by
grant according to the discretion of the Committee.

In
October 2003, the Company entered into a non-qualified stock option agreement with the Company's President and Chief Executive Officer under which 200,000 shares of
common stock were granted to him in 2003. The term of the options expire ten years from the date of grant and the options will vest and become exercisable over a three-year period from the
date of grant.

At
December 31, 2002, there were no compensation plans under which equity securities of the Company were authorized for issuance.

At
December 31, 2003, there were 225,000 stock options outstanding at a weighted average exercise price of $20.59 per share. There were no options exercised, forfeited or expiring
in 2003 and there were no options exercisable at year-end 2003. The weighted average grant date fair value of the options granted during 2003 was $9.82 per share. In 2003, the exercise
prices of the options on the grant dates were less than the market price of the Company's common stock on the respective grant dates. The fair value of the stock option grants in 2003 on the grant
dates was estimated using a Black-Scholes option pricing model with the following weighted-average assumptions: dividend yield -0-, expected volatility 37.5%, risk-free
interest rate of 2.2% and expected life of 1.6 years. In 2003, stock-

37

---

based
compensation resulted in recognition of expense and additional paid in capital of $195,000 for outstanding stock options.

The
Company entered into a restricted stock agreement under which 100,000 shares of restricted common stock were granted to the Company's President and Chief Executive officer in
October 2003. The restricted common stock will vest at a rate of 25,000 shares per year from 2004 through 2007, subject to the achievement of certain performance measures. The stock has been
issued in the
President and Chief Executive Officer's name and he is entitled to vote the stock and receive any dividends that may be paid, but the stock certificate is held in escrow by the Company. At
December 31, 2003, there was insufficient evidence to determine whether the restricted shares would vest, and therefore the fair value of the shares was not ascertainable and no compensation
expense was recognized for the restricted stock in 2003.

9.     MINORITY INTEREST IN SUBSIDIARY

In February 1999, Royal Coast Tropical Fruit Company, Inc. (a wholly owned subsidiary of Maui Pineapple Company, Ltd.) formed a subsidiary
company in Central America and invested $503,000 for a 51% ownership interest in a new pineapple production company. The minority stockholders contributed $460,000. In addition to $663,000 previously
contributed, the Company contributed $510,000 and $357,000, in 2003 and 2002, respectively, to the capital of the Central American subsidiary and the minority shareholders contributed proportionately,
thus maintaining the ownership interest percentages. As previously mentioned in Note 4, in December 2003, the Company sold substantially all of the assets of the Costa Rican pineapple
production company. The minority stockholders' share of the 2003 income was $4,050,000 and the 2002 and 2001 operating losses were not material.

10.   INCOME TAXES

The components of the income tax provision (benefit) were as follows:

2003

2002

2001(Dollars in Thousands)CurrentFederal

$
2,997

$
(2,589
)
$
1,904State


656


(694
)

(256
)Foreign


277


126


Total


3,930


(3,157
)

1,648DeferredFederal


684


(252
)

1,594State


(95
)

(97
)

198Total


589


(349
)

1,792Total provision (benefit)

$
4,519

$
(3,506
)
$
3,440


38

---

Reconciliation
between the total provision and the amount computed using the statutory federal rate of 35% in 2003 and 34% in 2002 and 2001 follows:

2003

2002

2001(Dollars in Thousands)Federal provision (benefit) at statutory rate

$
3,680

$
(3,133
)
$
3,743Adjusted forState income taxes, net of effect on federal income taxes


405


(497
)

(50
)Federal research credits


(48
)

(90
)

(177
)Other


482


214


(76
)Total provision (benefit)

$
4,519

$
(3,506
)
$
3,440


Deferred
tax assets and liabilities were comprised of the following types of temporary differences as of December 31, 2003 and 2002:

2003

2002(Dollars in Thousands)Accrued retirement benefits

$
9,528

$
10,696Minimum tax credit carryforwards


2,282


6,314Accrued liabilities


2,369


1,937Inventory


316


Allowance for doubtful accounts


365


250Net operating loss and tax credit carryforwards


212


1,125Total deferred tax assets


15,072


20,322Deferred condemnation proceeds


(6,250
)

(6,523
)Property net book value


(5,155
)

(6,706
)Income from partnerships


(84
)

(1,790
)Pineapple marketing costs


(625
)

(837
)Inventory





(1,049
)Other


(2,596
)

(951
)Total deferred tax liabilities


(14,710
)

(17,856
)Net deferred tax asset

$
362

$
2,466


A
valuation allowance against deferred tax assets as of December 31, 2003 and 2002 is not considered necessary as the Company believes it is more likely than not the deferred tax
assets will be fully realized.

At
December 31, 2003, the Company had federal minimum tax credit carryforwards of $2.3 million.

The
Company's federal income tax returns for 1998, 1999 and 2000 are under examination by the Internal Revenue Service. The revenue agent's report on these examinations was issued in
February 2004 and has proposed additional taxes totaling $1,049,000. The Company believes that it has substantial authority for the positions it has taken on the returns and will be contesting
the proposed adjustments.

Income
before income taxes from foreign sources totaled $4,156,000 and $282,000, in 2003 and 2002, respectively.

39

---

11.   INTEREST CAPITALIZATION

Interest cost incurred in 2003, 2002 and 2001 was $2,695,000, $2,651,000 and $3,502,000, respectively, of which $40,000, $140,000 and $599,000, respectively, were
capitalized.

12.   ADVERTISING AND RESEARCH AND DEVELOPMENT

Advertising expense totaled $1,765,000 in 2003, $1,662,000 in 2002 and $1,901,000 in 2001. Research and development expenses totaled $800,000, in 2003, $1,004,000
in 2002 and $1,073,000 in 2001.

13.   CONCENTRATIONS OF CREDIT RISK

A substantial portion of the Company's trade receivables results from sales of pineapple products, primarily to food distribution customers in the United States
and the United States government. Credit is extended after evaluating creditworthiness and no collateral generally is required from customers. Notes receivable result principally from sales of real
estate in Hawaii and are collateralized by the property sold.

14.   DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

Except for certain long-term debt, the carrying amount of the Company's financial instruments approximates fair value. The fair value of
long-term debt was estimated based on rates currently available to the Company for debt with similar terms and remaining maturities.

The
carrying amount of long-term debt at December 31, 2003 and 2002 was $25,874,000 and $45,937,000, respectively, and the fair value was $26,050,000 and $45,367,000,
respectively.

15.   BUSINESS SEGMENTS

The Company's reportable segments are Pineapple, Resort and Commercial & Property. Each segment is a line of business requiring different technical and
marketing strategies.

Pineapple
includes growing pineapple, canning pineapple in tin-plated steel containers fabricated by the Company and marketing canned and fresh pineapple products.

Resort
includes the development and sale of real estate, property management and the operation of recreational and retail facilities and utility companies at Kapalua on Maui.

Commercial &
Property includes the Company's investment in Kaahumanu Center Associates, Napili Plaza shopping center and non-resort real estate development, rentals
and sales. It includes the Company's land entitlement and land management activities.

The
accounting policies of the segments are the same as those described in Note 1, Summary of Significant Accounting Policies.

40

---



The financial results for each of the Company's reportable business segments for 2003, 2002 and 2001 were as follows:

|                                                              |  | Pineapple |         | Resort |   | Commercial &
Property |   | Other |         | Consolidated |  
|------------------------------------------------------------- |  | --------- | ------- | ------ | - | --------------------- | - | ----- | ------- | ------------ | -
|
|2003                                                          |  |           |         |        |   |                       |   |       |         |              |  
|Revenues(1)                                                   |  | $         | 105,038 |        | $ | 45,568                |   | $     | 18,037  |              | $
|                                                              |  |           |         |        |   |                       |   |       |         |              |  
|Operating profit (loss)(2)                                    |  |           | (921    | )      |   | (1,169                | ) |       | 13,059  |              |  
|Interest expense                                              |  |           | (1,495  | )      |   | (593                  | ) |       | (68     | )            |  
|                                                              |  |           |         |        |   |                       |   |       |         |              |  
|Income (loss) before income taxes and discontinued operations |  |           | (2,416  | )      |   | (1,762                | ) |       | 12,991  |              |  
|                                                              |  |           |         |        |   |                       |   |       |         |              |  
|Depreciation                                                  |  |           | 7,680   |        |   | 4,145                 |   |       | 179     |              |  
|Equity in earnings (losses) of joint ventures                 |  |           | 47      |        |   | (20                   | ) |       | 12,651  |              |  
|Investment in joint ventures                                  |  |           | 317     |        |   | 333                   |   |       |        |              |  
|Segment assets(3)                                             |  |           | 81,888  |        |   | 65,543                |   |       | 1,015   |              |  
|Expenditures for segment assets                               |  |           | 3,916   |        |   | 3,093                 |   |       | 284     |              |  
|2002                                                          |  |           |         |        |   |                       |   |       |         |              |  
|Revenues(1)                                                   |  | $         | 92,528  |        | $ | 49,757                |   | $     | 5,420   |              | $
|                                                              |  |           |         |        |   |                       |   |       |         |              |  
|Operating profit (loss)(2)                                    |  |           | (8,502  | )      |   | 2,830                 |   |       | (152    | )            |  
|Interest expense                                              |  |           | (1,356  | )      |   | (554                  | ) |       | (170    | )            |  
|                                                              |  |           |         |        |   |                       |   |       |         |              |  
|Income (loss) before income taxes and discontinued operations |  |           | (9,858  | )      |   | 2,276                 |   |       | (322    | )            |  
|                                                              |  |           |         |        |   |                       |   |       |         |              |  
|Depreciation                                                  |  |           | 5,733   |        |   | 4,077                 |   |       | 441     |              |  
|Equity in earnings (losses) of joint ventures                 |  |           | 62      |        |   | 8                     |   |       | (1,248  | )            |  
|Investment in joint ventures                                  |  |           | 269     |        |   | 320                   |   |       | (12,840 | )            |  
|Segment assets(3)                                             |  |           | 83,021  |        |   | 67,426                |   |       | 10,284  |              |  
|Expenditures for segment assets                               |  |           | 5,224   |        |   | 2,656                 |   |       | 282     |              |  
|2001                                                          |  |           |         |        |   |                       |   |       |         |              |  
|Revenues(1)                                                   |  | $         | 91,992  |        | $ | 70,078                |   | $     | 3,900   |              | $
|                                                              |  |           |         |        |   |                       |   |       |         |              |  
|Operating profit (loss)(2)                                    |  |           | (3,039  | )      |   | 19,757                |   |       | (1,476  | )            |  
|Interest expense                                              |  |           | (1,682  | )      |   | (801                  | ) |       | (211    | )            |  
|                                                              |  |           |         |        |   |                       |   |       |         |              |  
|Income (loss) before income taxes and discontinued operations |  |           | (4,721  | )      |   | 18,956                |   |       | (1,687  | )            |  
|                                                              |  |           |         |        |   |                       |   |       |         |              |  
|Depreciation                                                  |  |           | 5,582   |        |   | 3,690                 |   |       | 479     |              |  
|Equity in earnings (losses) of joint ventures                 |  |           | 3       |        |   | 6,993                 |   |       | (1,453  | )            |  
|Investment in joint ventures                                  |  |           | 207     |        |   | 9                     |   |       | (11,518 | )            |  
|Segment assets(3)                                             |  |           | 79,068  |        |   | 72,198                |   |       | 8,051   |              |  
|Expenditures for segment assets                               |  |           | 4,794   |        |   | 5,415                 |   |       | 411     |              |  

---

41

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16.   CONTINGENCIES AND COMMITMENTS

In 1996, the County of Maui sued several chemical manufacturers claiming that they were responsible for the presence of a nematocide commonly known as DBCP in
certain water wells on Maui. The Company was a Third Party Defendant in the suit as a result of a 1978 agreement for the sale of DBCP to the Company from one of the DBCP manufacturers. In
August 1999, settlement of the case was reached. The Company and the other defendants as a group have agreed that until December 1,
2039, they will pay for 90% of the capital cost to install filtration systems in any future wells if DBCP contamination exceeds specified levels and for the ongoing maintenance and operating cost for
filtration systems on existing and future wells. The level of DBCP in the existing wells should decline over time as the wells are pumped, which may end the requirement for filtration before 2039. To
secure the obligations of the defendants under the settlement agreement, the defendants are required to furnish to the County of Maui an irrevocable standby letter of credit throughout the entire term
of the agreement. The Company had estimated a range of its share of the cost to operate and maintain the filtration systems for the existing wells and its share of the cost of the letter of credit,
and recorded a reserve for this liability in 1999. Adjustments to the reserve in 2001, 2002 and 2003 did not have a material effect on the Company's financial statements. There are procedures in the
settlement agreement to minimize the DBCP impact on future wells by relocating the wells to areas unaffected by DBCP or by using less costly methods to remove DBCP from the water. The Company is
unable to estimate the range of potential financial impact for the possible filtration cost for any future wells acquired or drilled by the County of Maui and, therefore, has not made a provision in
its financial statements for such costs.

A
private water company on Maui detected the presence of DBCP and 1-2-3-trichloropropane in the water from wells located on Company property that it
is licensed to use. The chemicals are believed to have come from agricultural chemicals that the Company used on pineapple fields in the area. In pre-litigation mediation in
January 2004, a memorandum of understanding that outlined terms of a settlement and release of all claims between the private water company, ML&P and a certain chemical manufacturing company
was executed. The memorandum of understanding is subject to documentation in a formal, binding settlement agreement and to court approval. Based on the present understanding between the parties, the
financial impact to the Company is not expected to be material and no provision has been made in the Company's financial statements.

In
connection with pre-development planning for a land parcel in Upcountry Maui, pesticide residues in the parcel's soil were discovered in levels that are in excess of
Federal and Hawaii State limits. Studies by environmental consultants, in consultation with the State Department of Health, indicate that remediation probably will be necessary. Cost of remediation
will depend on various alternatives as to use of the property and the method of remediation. Until the Company makes further progress on obtaining proper entitlements for the parcel, the ultimate use
of the property remains uncertain and, therefore, an estimate of the remediation cost cannot be made.

In
addition to the matters noted above, there are various other claims and legal actions pending against the Company. In the opinion of management, after consultation with legal counsel,
the resolution of these other matters will not have a material adverse effect on the Company's financial position or results of operations.

Premium
Tropicals International, LLC ("PTI") is a joint venture between Royal Coast Tropical Fruit Company, Inc. (a wholly owned subsidiary of Maui Pineapple Company, Ltd.)
and an Indonesian pineapple grower and canner. The joint venture markets and sells Indonesian canned pineapple in the United States. The Company is a guarantor of a $3 million line of credit,
which supports letters of credit to be issued on behalf of PTI for import trading purposes and a $1 million line of credit used for working capital purposes. Both lines expire on
August 31, 2004. At December 31, 2003, there were no

42

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amounts
drawn under the lines of credit and payment for shipments totaling $1.1 million were secured by the letters of credit.

The
Company, as a partner in various partnerships, may under particular circumstances be called upon to make additional capital contributions.

At
December 31, 2003, the Company had commitments under signed contracts totaling $5,808,000, which primarily relate to pineapple purchase commitments for the Costa Rican
operations and to real estate projects. Commitments for pineapple purchases totaling $5.1 million were assumed by a third party on March 1, 2004.

QUARTERLY EARNINGS  (unaudited)

|                                   |  | First
Quarter |        | Second
Quarter |   | Third
Quarter |   | Fourth
Quarter |       
|---------------------------------- |  | ------------- | ------ | -------------- | - | ------------- | - | -------------- | ------
|
|2003                               |  |               |        |                |   |               |   |                |       
|Total revenues                     |  | $             | 35,586 |                | $ | 33,920        |   | $              | 51,282
|Net sales                          |  |               | 25,792 |                |   | 24,494        |   |                | 27,739
|Cost of sales                      |  |               | 16,157 |                |   | 16,866        |   |                | 17,807
|Net income (loss)                  |  |               | (626   | )              |   | (4,032        | ) |                | 9,448 
|Net income (loss) per common share |  |               | (.09   | )              |   | (.56          | ) |                | 1.31  
|2002                               |  |               |        |                |   |               |   |                |       
|Total revenues                     |  | $             | 34,531 |                | $ | 31,554        |   | $              | 36,742
|Net sales                          |  |               | 23,690 |                |   | 23,539        |   |                | 28,211
|Cost of sales                      |  |               | 15,290 |                |   | 15,727        |   |                | 20,602
|Net income (loss)                  |  |               | 776    |                |   | (2,066        | ) |                | (2,199
|Net income (loss) per common share |  |               | .11    |                |   | (.29          | ) |                | (.31  

---

43

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INDEPENDENT AUDITORS' REPORT

To
the Stockholders and Directors of
Maui Land & Pineapple Company, Inc.

We
have audited the consolidated financial statements of Maui Land & Pineapple Company, Inc. and its subsidiaries as of December 31, 2003 and 2002 and for each of
the three years in the period ended December 31, 2003, and have issued our report thereon, dated March 1, 2004. Our audits also included the financial statement schedule of Maui
Land & Pineapple Company, Inc. listed in Item 15(a)2. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion
based on our audits. In our opinion, the 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.

|        |  | 
|------- |  | 
|GRAPHIC |  | 

DELOITTE &
TOUCHE LLP
Honolulu, Hawaii
March 1, 2004

44

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SCHEDULE II

MAUI LAND & PINEAPPLE COMPANY, INC.
AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

|DESCRIPTION                     |      | BALANCE AT
BEGINNING
OF PERIOD |   | ADDITIONS
CHARGED TO
COSTS AND
EXPENSES |  | ADDITIONS
(DEDUCTIONS)
CHARGED
TO OTHER
ACCOUNTS
(describe)(a) |     | DEDUCTIONS
(describe)(b) |   | BALANCE
AT END
OF PERIOD
|------------------------------- | ---- | ------------------------------ | - | --------------------------------------- |  | -------------------------------------------------------------- | --- | ------------------------ | - | ------------------------
|
|Allowance for Doubtful Accounts |      |                                |   |                                         |  |                                                                |     |                          |   |                         
|                                | 2003 |                                | $ | 590                                     |  | $                                                              | 546 |                          | $ | 3                       
|                                | 2002 |                                |   | 706                                     |  |                                                                | 112 |                          |   | 5                       
|                                | 2001 |                                |   | 1,043                                   |  |                                                                | 245 |                          |   | 6                       

---

45

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Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A.CONTROLS AND PROCEDURES

PART III

Item 10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information regarding the registrant's executive officers is included in Part I, Item 1.BUSINESS.

The
information set forth under "Section 16(a) Beneficial Ownership Reporting Compliance" and "Election of Directors" through "Certain
Transactions" in the Maui Land & Pineapple Company, Inc. Proxy Statement, to be filed on or before April 29, 2004, is incorporated herein by reference.

The
Board of Directors has determined that Director Randolph G. Moore, the Chairman of the Company's Audit Committee, is a financial expert as defined in the Securities and Exchange
Commission regulations. He is also independent within the meaning of the American Stock Exchange Company Guide Section 121A.

The
Company has adopted the Maui Land & Pineapple Company, Inc. Policy on Business Ethics and Conflicts of Interest. The policy covers all officers and
non-bargaining unit employees of the Company. A copy of the policy will be furnished, free of charge upon written request to: Corporate Secretary, Maui Land & Pineapple
Company, Inc., P. O. Box 187, Kahului, Hawaii 96733-6687; or email: investor.info@mlpmaui.com.

Item 11.EXECUTIVE COMPENSATION

The information set forth under "Executive Compensation" and "Directors' Meetings and Committees" in the Maui Land & Pineapple
Company, Inc. Proxy Statement, to be filed on or before April 29, 2004, is incorporated herein by reference.

Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information set forth under "Security Ownership of Certain Beneficial Owners and Management" in the Maui Land & Pineapple Company, Inc. Proxy
Statement, to be filed on or before April 29, 2004, is incorporated herein by reference.

46

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Securities
Authorized For Issuance Under Equity Compensation Plans:

|Plan Category                                              |  | Number of securities
to be issued
upon exercise of
outstanding options,
warrants and rights
(a) |     | Weighted-average
exercise price of
outstanding options,
warrants and rights
(b) |       | Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c)
|---------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------- | --- | ------------------------------------------------------------------------------- | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by security holders     |  | 25,000                                                                                          |     | $                                                                               | 27.74 |                                                                                                                                                
|Equity compensation plans not approved by security holders |  | 300,000                                                                                         | (1) | $                                                                               | 19.70 |                                                                                                                                                

---

Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information set forth under "Compensation Committee Interlocks and Insider Participation" in the Maui Land & Pineapple
Company, Inc. Proxy Statement, to be filed on or before April 29, 2004, is incorporated herein by reference.

Item 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information set forth under "Independent Public Accountants" in the Maui Land & Pineapple Company, Inc. Proxy Statement, to be filed on or before
April 29, 2004, is incorporated herein by reference.

PART IV

Item 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)1.Financial Statements

The
following Financial Statements of Maui Land & Pineapple Company, Inc. and subsidiaries and the Independent Auditors' Report are included in Item 8 of this report:

Consolidated Statements of Operations and Retained Earnings for the Years Ended December 31, 2003, 2002 and 2001Consolidated Balance Sheets, December 31, 2003 and 2002Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2003, 2002 and 2001Consolidated Statements of Cash Flows for the Years Ended December 31, 2003, 2002 and 2001Notes to Consolidated Financial Statements


47

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(a)2.Financial Statement Schedules

The
following Financial Statement Schedule of Maui Land & Pineapple Company, Inc. and subsidiaries and the Independent Auditors' Report is filed herewith:



(b)Reports on Form 8-K



(c)Exhibits

The
exhibits designated by an asterisk (*) are filed herewith. The exhibits not so designated are incorporated by reference to the
indicated filing. All previous exhibits were filed with the Securities and Exchange Commission in Washington D. C. under file number 0-6510.

|3.       |  | Articles of Incorporation and By-laws.                                                                                                                                                                                                                                                                                                                                                                              
|-------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3   (i)  |  | Restated Articles of Association, as of February 24, 2000. Exhibit 3(i) to Form 10-K for the year ended December 31, 1999.                                                                                                                                                                                                                                                                                          
|3.1(i)   |  | Articles of Amendment to Restated Articles of Association, filed December 11, 2003. Exhibit 3.1(i) to Amendment No. 1 to Registration Statement on Form 8-A/A, as filed with the SEC on January 5, 2004.                                                                                                                                                                                                            
|3   (ii) |  | Bylaws (Amended as of December 11, 2003). Exhibit 3.1(ii) to Amendment No. 1 to Registration Statement on Form 8-A/A, as filed with the SEC on January 5, 2004.                                                                                                                                                                                                                                                     
|4.       |  | Instruments Defining the Rights of Security Holders. Instruments defining the rights of holders of long-term debt have not been filed as exhibits where the amount of debt authorized thereunder does not exceed ten percent of the total assets of the
Company and its subsidiaries on a consolidated basis. The Company hereby undertakes to furnish a copy of any such instrument to the Commission upon request.
|4.1(i)   |  | Amended and Second Restated Revolving Credit and Term Loan Agreement, dated as of December 4, 1998. Exhibit 4.1(i) to Form 10-K for the year ended December 31, 1998.                                                                                                                                                                                                                                               
|(ii)     |  | 1999 Loan Modification Agreement, dated as of December 30, 1999.                                                                                                                                                                                                                                                                                                                                                    
|(iii)    |  | 2000 Loan Modification Agreement, effective as of June 30, 2000. Exhibit 4 to Form 10-Q for the quarter ended June 30, 2000.                                                                                                                                                                                                                                                                                        
|(iv)     |  | Loan Modification Agreement (December 2000), effective as of December 11, 2000. Exhibit 4.1(iv) to Form 10-K for the year ended December 31, 2000.                                                                                                                                                                                                                                                                  
|(v)      |  | Loan Modification Agreement (June 2001), effective as of June 30, 2001. Exhibit 4.1(v) to Form 10-Q for the quarter ended September 30, 2001.                                                                                                                                                                                                                                                                       
|(vi)     |  | Loan Modification Agreement (September 2001), effective as of September 30, 2001. Exhibit 4.1(vi) to Form 10-K for the year ended December 31, 2001.                                                                                                                                                                                                                                                                
|(vii)    |  | Amended and Third Restated Revolving Credit and Term Loan Agreement, dated as of December 31, 2001. Exhibit 4.1(vii) for Form 10-K for the year ended December 31, 2001.                                                                                                                                                                                                                                            
|(viii)   |  | Loan Modification Agreement (December 2002), effective as of December 31, 2002. Exhibit 4.1 (viii) to Form 10-K for the year ended December 31, 2002.                                                                                                                                                                                                                                                               
|         |  |                                                                                                                                                                                                                                                                                                                                                                                                                     

48

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|(ix)    |  | Second Loan Modification Agreement, dated March 21, 2003. Exhibit 4.1(ix) to Form 10-K for the year ended December 31, 2002.                                                                             
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(x)     |  | Third Loan Modification Agreement, dated as of August 11, 2003. Exhibit 4.1(x) to Form 10-Q for the quarter ended June 30, 2003.                                                                         
|(xi)*   |  | Fourth Loan Modification Agreement, dated as of December 31, 2003.                                                                                                                                       
|4.2(i)  |  | Bridge Loan Agreement between Pacific Coast Farm Credit Services, ACA and Maui Land & Pineapple Company, Inc., dated December 30, 1998. Exhibit 4.2(i) to Form 10-K for the year ended December 31,
1998.
|(ii)    |  | Term Loan Agreement between Pacific Coast Farm Credit Services and Maui Land & Pineapple Company, Inc., entered into as of June 1, 1999. Exhibit 4(A) to Form 10-Q for the quarter ended June 30, 1999.  
|(iii)   |  | Modifications to Term Loan Agreement, dated February 16, 2000. Exhibit 4.2(iii) to Form 10-K for the year ended December 31, 2000.                                                                       
|(iv)    |  | Amendment to Loan Agreement entered into on March 23, 2001 and effective as of December 31, 2000. Exhibit (4)A to Form 10-Q for the quarter ended March 31, 2001.                                        
|(v)     |  | Amendment to Loan Agreement, made as of December 31, 2001. Exhibit 4.2(v) for Form 10-K for the year ended December 31, 2001.                                                                            
|(vi)    |  | Fifth Amendment to Term Loan Agreement, entered into on March 18, 2003, and effective as of December 31, 2002. Exhibit 4.2(vi) to Form 10-K for the year ended December 31, 2002.                        
|(vii)   |  | Sixth Amendment to Term Loan Agreement, entered into on July 30, 2003, and effective as of June 29, 2003. Exhibit 4.2(vii) to Form 10-Q for the quarter ended June 30, 2003.                             
|10.     |  | Material Contracts                                                                                                                                                                                       
|10.1(i) |  | Limited Partnership Agreement of Kaahumanu Center Associates, dated June 23, 1993. Exhibit (10)A to Form 10-Q for the quarter ended June 30, 1993.                                                       
|(ii)    |  | Cost Overrun Guaranty Agreement, dated June 28, 1993. Exhibit (10)B of Form 10-Q for the quarter ended June 30, 1993.                                                                                    
|(iii)   |  | Environmental Indemnity Agreement, dated June 28, 1993. Exhibit (10)C to Form 10-Q for the quarter ended June 30, 1993.                                                                                  
|(iv)    |  | Indemnity Agreement, dated June 28, 1993. Exhibit (10)D to Form 10-Q for the quarter ended June 30, 1993.                                                                                                
|(v)     |  | Direct Liability Agreement, dated June 28, 1993. Exhibit (10)E to Form 10-Q for the quarter ended June 30, 1993.                                                                                         
|(vi)    |  | Amendment No. 1 to Limited Partnership Agreement of Kaahumanu Center Associates. Exhibit (10)B to Form 8-K, dated as of April 30, 1995.                                                                  
|(vii)   |  | Conversion Agreement, dated April 27, 1995. Exhibit (10)C to Form 8-K, dated as of April 30, 1995.                                                                                                       
|(viii)  |  | Indemnity Agreement, dated April 27, 1995. Exhibit (10)D to Form 8-K, dated as of April 30, 1995.                                                                                                        
|(ix)*   |  | Amendment No. 2 to Limited Partnership Agreement of Kaahumanu Center Associates, dated December 30, 2002.                                                                                                
|        |  |                                                                                                                                                                                                          

49

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|(x)*    |  | Letter Agreement dated September 2, 2003, between Maui Land & Pineapple Company, Inc. and Heitman Capital Management LLC, as agent for the Employees' Retirement System of the State of Hawaii.                                                                                        
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.2(i) |  | Second Amended and Restated Hotel Ground Lease (The Ritz-Carlton, Kapalua) between Maui Land & Pineapple Company, Inc. (Lessor) and RCK Hawaii, LLC dba RCK Hawaii-Maui (Lessee), effective as of January 31, 2001. Exhibit 10.2(i)
 to Form 10-K for the year ended December 31, 2000.
|10.3    |  | Compensatory plans or arrangements                                                                                                                                                                                                                                                     
|(i)     |  | Executive Deferred Compensation Plan (revised as of 8/16/91). Exhibit (10)A to Form 10-Q for the quarter ended September 30, 1994.                                                                                                                                                     
|(ii)    |  | Supplemental Executive Retirement Plan (effective as of January 1, 1988). Exhibit (10)B to Form 10-K for the year ended December 31, 1988.                                                                                                                                             
|(iii)   |  | Restated and Amended Executive Change-In-Control Severance Agreement (Paul J. Meyer, Executive Vice President/Finance), dated as of March 17, 1999. Exhibit 10.3 (v) to Form 10-K for the year ended December 31,
1998.                                                                
|(iv)    |  | Restated and Amended Change-In-Control Severance Agreement (Warren A. Suzuki, Vice President/Land Management), dated as of March 16, 1999. Exhibit 10.3 (viii) to Form 10-K for the year ended December 31, 1998.                                                                      
|(v)     |  | Executive Severance Plan, as amended through November 6, 1998. Exhibit 10.3 (x) to Form 10-K for the year ended December 31, 1998.                                                                                                                                                     
|(vii)   |  | Employment Separation Agreement (Gary L. Gifford, President/CEO), dated April 15, 2003. Exhibit 10.3(x) to Form 10-Q for the quarter ended June 30, 2003.                                                                                                                              
|(viii)* |  | Employment Agreement effective as of October 6, 2003 by and between Maui Land & Pineapple Company, Inc. and David C. Cole.                                                                                                                                                             
|(ix)*   |  | Maui Land & Pineapple Company, Inc. Stock Option Agreement for David Cole, dated October 6, 2003.                                                                                                                                                                                      
|(x)*    |  | Maui Land & Pineapple Company, Inc. Restricted Share Agreement for David Cole, dated October 6, 2003.                                                                                                                                                                                  
|(xi)*   |  | Employment Separation Agreement (Donald A. Young, Executive Vice President/Resort & Commercial Property), dated December 24, 2003.                                                                                                                                                     
|(xii)*  |  | Independent Consulting Services Agreement (Donald A. Young), effective as of January 1, 2004.                                                                                                                                                                                          
|(xiii)* |  | Employment Separation Agreement (Douglas R. Schenk, Executive Vice President/Pineapple), dated December 30, 2003.                                                                                                                                                                      
|(xiv)*  |  | Independent Consulting Services Agreement (Douglas R. Schenk), effective as of January 1, 2004.                                                                                                                                                                                        
|(xv)    |  | Maui Land & Pineapple Company Inc. 2003 Stock and Incentive Compensation Plan. Appendix B to Definitive Proxy Statement, dated November 7, 2003.                                                                                                                                       
|10.4(i) |  | Hotel Ground Lease between Maui Land & Pineapple Company, Inc. and The KBH Company. Exhibit (10)B to Form 10-Q for the quarter ended September 30, 1985.                                                                                                                               
|(ii)    |  | Third Amendment of Hotel Ground Lease, dated and effective as of September 5, 1996. Exhibit (10)A to Form 10-Q for the quarter ended September 30, 1996.                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                        

50

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|10.5(i) |  | Settlement Agreement and Release of All Claims (Board of Water Supply of the County of Maui vs. Shell Oil Company, et al.). Exhibit 10.5(i) to Form 10-K for the year ended December 31, 1999.                                                                                              
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|11.     |  | Statement re computation of per share earnings. See Earnings Per Common Share under Note 1 to Consolidated Financial Statements.                                                                                                                                                            
|21.     |  | Subsidiaries of registrant:
All of the following were incorporated in the State of Hawaii:
Maui Pineapple Company, Ltd.
Kapalua Land Company, Ltd.
Kapalua Advertising Company, Ltd.
Kapalua Water Company, Ltd.
Kapalua Waste Treatment Company, Ltd.
Honolua Plantation Land Company, Inc.
|31.*    |  | Rule 13a14(a) Certifications.                                                                                                                                                                                                                                                              
|32.*    |  | Section 1350 Certifications                                                                                                                                                                                                                                                                 
|99.     |  | Additional Exhibits.                                                                                                                                                                                                                                                                        

51

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SIGNATURES

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

|               |  | MAUI LAND & PINEAPPLE COMPANY, INC.
|-------------- |  | -----------------------------------
|March 25, 2004 |  | By                                 

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 | /s/DAVID C. COLEDavid C. Cole Chairman of the Board                                          |  | Date | March 25, 2004 | 
|-- | -------------------------------------------------------------------------------------------- |  | ---- | -------------- | 
|By | /s/PAUL J. MEYERPaul J. Meyer Executive Vice President/Finance
(Principal Financial Officer) |  | Date | March 25, 2004 | 
|By | /s/ADELE H. SUMIDAAdele H. Sumida Controller & Secretary
(Principal Accounting Officer)      |  | Date | March 25, 2004 | 
|By | /s/JOHN H. AGEEJohn H. Agee Director                                                         |  | Date | March 17, 2004 | 
|By | /s/RICHARD H. CAMERONRichard H. Cameron Director                                             |  | Date | March 25, 2004 | 
|By | /s/DAVID A. HEENANDavid A. Heenan Director                                                   |  | Date | March 18, 2004 | 
|By | /s/RANDOLPH G. MOORERandolph G. Moore Director                                               |  | Date | March 12, 2004 | 
|By | /s/CLAIRE C. SANFORDClaire C. Sanford Director                                               |  | Date | March 25, 2004 | 
|By | /s/FRED E. TROTTER IIIFred E. Trotter III Director                                           |  | Date | March 25, 2004 | 

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