SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 10-K

(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended        December 31, 1998

[   ] 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

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

         HAWAII                         99-0107542
(State or other jurisdiction       (IRS Employer Identification
of incorporation or organization)        number)

120 KANE STREET, P. O. BOX 187, KAHULUI, MAUI, HAWAII  96733-6687
(Address of principal executive offices)           (Zip Code)

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

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

Common Stock, without Par Value       American Stock Exchange
       (Title of Class)         Name of Exchange on Which Registered

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

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

     The aggregate market value, as of February 4, 1999, of the
voting stock held by nonaffiliates of the registrant:
$43,430,000.

     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 4, 1999
Common Stock, no par value              7,188,500 shares

Documents incorporated by reference:
Parts I, II and IV -- Portions of the 1998 Annual Report to
Security Holders.

Definitive Proxy Statement relating to the Company's 1999 Annual
Meeting of Stockholders to be filed hereafter (incorporated into
Part III hereof).

Exhibit Index--pages 19 - 22.




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 as well as
its principal wholly owned subsidiaries, 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 ventures is Kaahumanu Center Associates, the owner and
operator of a regional shopping center.

     The industry segments of the Company are as follows:
          (1)  Pineapple - includes growing pineapple,
          canning pineapple in tinplated steel containers
          fabricated by the Company, and marketing canned
          pineapple products and fresh whole and fresh cut
          pineapple.
          (2)  Resort - includes the development and sale of
          resort real estate, property management and the
          operation of recreational and retail facilities
          and utility companies at Kapalua, Maui.
          (3)  Commercial & Property - includes the
          Company's investment in Kaahumanu Center
          Associates, the Napili Plaza shopping center, and
          non-resort rentals and land sales.  It includes
          the Company's land entitlement and land management
          activities.

(b)  Financial Information About Industry Segments
     The information set forth under Note 16 to Consolidated
Financial Statements on page 18 of the Maui Land & Pineapple
Company, Inc. 1998 Annual Report is incorporated herein by
reference.


(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 that provided approximately 93% of the fruit processed in
1998.  The balance of fruit processed was purchased from
independent Maui growers.  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.
     Harvested pineapple is processed at the Company's cannery in
Kahului, Maui, where a full line of canned pineapple products is
produced, including solid pineapple in various grades and styles,
juice and juice concentrates.  The cannery operates most of the
year; however, over 50% of production volume takes place during
June, July and August.  The metal containers used in canning
pineapple are produced in the Company-owned can plant on Maui.
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 as store-brand
pineapple 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, 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.
     The Company sells fresh whole pineapple to retail and
wholesale grocers in Hawaii and the continental United States.
Since 1996, the Company has been test marketing various fresh cut
pineapple products in Hawaii and on the U.S. West Coast.  In
1999, the Company expects to introduce a new fresh cut product,
fresh cut wedges and chunks of pineapple in plastic containers in
the continental U. S.
     In 1997, Royal Coast Tropical Fruit Company, Inc. (a wholly
owned subsidiary of Maui Pineapple Company, Ltd.) entered into a
joint venture with an Indonesian pineapple grower and canner.
The joint venture, Premium Tropicals International, LLC, will
market and sell Indonesian canned pineapple in the United States.
Sales through this joint venture began in 1998.
     In 1998, approximately 20 domestic customers accounted for
about 59% of the Company's pineapple sales.  Export sales,
primarily to Japan, Canada and Western Europe, amounted to
approximately 4.6%, 4.1% and 5.7% of total pineapple sales in
1998, 1997 and 1996, respectively.  Sales to the U.S. government
amounted to approximately 10.2%, 12.9% and 12.5% of total
pineapple sales in 1998, 1997 and 1996, respectively.  The
Company's pineapple sales office is in Concord, California.
     As a service to its customers, the Company maintains
inventories of its products in public warehouses in the
continental U.S.  The balance of its products are shipped
directly from Hawaii to its customers.  The Company's canned
pineapple products are shipped from Hawaii by ocean
transportation.  They are then taken by truck or rail to
customers or to public warehouses.  Fresh whole and fresh cut
pineapple are shipped by air or by ocean transportation.
     The Company sells its products in competition with both
foreign and U.S. companies.  Its principal competitors are two
U.S. companies, Dole Food Company, Inc. and Del Monte Food Co.,
which produce substantial quantities of pineapple products, a
significant portion of which is produced in the Philippines.
Producers of pineapple products in other foreign countries,
particularly 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 West Coast United States fresh fruit market and being the
only U.S. canner of pineapple.  Other canned fruits and fruit
juices are also a source of competition.  Generally, the price of
the Company's products is influenced by supply and demand of
pineapple and other fruits and juices.
     For information regarding the antidumping petition and
duties currently imposed on imports of canned pineapple fruit
from Thailand, see Part I, Item 3. (A) of this report.
     For further information regarding Pineapple operations see
Management's Discussion and Analysis of Financial Condition and
Results of Operations.


(2)  Resort
     Kapalua Resort is a master-planned golf resort community on
Maui's northwest coast.  The property encompasses 1,650 acres
bordering the ocean with three white sand beaches, and includes
two hotels, seven residential subdivisions, three championship
golf courses, two ten-court tennis facilities, a 22,000 square
foot shopping center and over ten restaurants.  Water and waste
transmission utilities are included in the Resort.  Approximately
650 acres are available for further development within the
Kapalua Resort.
     Kapalua Land Company, Ltd. is the developing and operating
subsidiary of the Company's Resort segment.  The Resort segment
also 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; Kapalua Investment
Corp., an investment holding company; 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.  At Kapalua, 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 The Kapalua
Bay Hotel), as well as the acreage available for development and
various on-site administrative and maintenance facilities.
     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
also receives rental income from certain other properties.  The
Company manages The Kapalua Club, a membership program that
provides for certain rights and privileges of its members within
the Resort.
     Joint ventures have enabled Kapalua to proceed with certain
development projects.  Plantation Club Associates was an
unincorporated joint venture between Kapalua Land Company, Ltd.
and Rolfing Partners that developed The Plantation at Kapalua,
comprised of an 18-hole golf course (The Plantation Course) and
two residential development projects (Plantation Estates Phase I
and II).  For further information regarding Plantation Club
Associates, see Note 3 to Consolidated Financial Statements.
     Kapalua Investment Corp. (KIC) was a general partner in
Kaptel Associates, the partnership that owned The Ritz-Carlton,
Kapalua.  For further information regarding Kaptel Associates,
see Note 3 to Consolidated Financial Statements.
     In 1997, the Company and Lend Lease Real Estate Investment,
Inc. (Lend Lease), owner of The Kapalua Bay Hotel, formed a 50/50
joint venture, Kapalua Coconut Grove LLC, to develop the 12-acre
parcel adjacent to the hotel.  Lend Lease purchased a one-half
interest in the land from the Company prior to formation of the
venture.  In November 1998, the plans for 36 luxury beachfront
condominiums called Coconut Grove on Kapalua Bay received Special
Management Area approval from the Maui Planning Commission.
Presales are expected to begin in the second quarter of 1999 and
construction is scheduled to begin in the third quarter.
     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 1998,
approximately 18% of the visitors to Maui were from the Eastbound
market and 82% were from the Westbound market (mostly U.S.
mainland).  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.  In January 1999, Kapalua
successfully hosted its inaugural Mercedes Championships, the
season opening event for the PGA TOUR.  The Company has four-year
agreements through the non-profit organization Kapalua Maui
Charities, Inc., with Mercedes-Benz and the PGA TOUR to host and
manage this event at Kapalua.  Advertising placements in key
publications are designed to promote Kapalua through the travel
trade, consumer, golf and real estate media.
     For further information regarding Resort operations, see
Management's Discussion and Analysis of Financial Condition and
Results of Operations.


(3)  Commercial & Property
     Kaahumanu Center is the largest retail and entertainment
center on Maui with a gross leasable area (GLA) of approximately
573,000 square feet.  On December 31, 1998, 124 tenants occupied
94% of the available GLA.  Kaahumanu Center faces substantial
competition from other retail centers in Kahului and in other
areas of Maui. The Kahului area has approximately 1.7 million
square feet of retail space.  The Center's primary competitors
are the Maui Mall and the Maui Marketplace, both located within
three miles of Kaahumanu Center.
     In June of 1993, Kaahumanu Center Associates (KCA) was
formed to finance the expansion and renovation of and to own and
operate Kaahumanu Center.  The expansion and renovation,
completed in November of 1994, expanded the Center from
approximately 315,000 to 573,000 square feet of GLA.  KCA is a
50/50 partnership between the Company, as general partner, and
the Employees' Retirement System of the State of Hawaii, as a
limited partner.
     Napili Plaza is a 44,000 square foot retail and commercial
office center located in West Maui.  As of December 31, 1998, 19
tenants occupied 80% of the GLA.  Napili Plaza faces competition
from several retail locations in the Napili area, which have
approximately 346,000 square feet of retail space.
     The Company's land entitlement and management activities are
included in the Commercial & Property segment.  Land entitlement
is the process of obtaining the required county, state and
federal approvals to proceed with the planned development and use
of a parcel of land, and satisfying all conditions and
restrictions imposed in connection with such governmental
approvals.  The Company actively works with regulatory agencies
and legislative bodies at all levels of government to obtain
necessary entitlements.
     For further information regarding Commercial & Property
operations, see Management's Discussion and Analysis of Financial
Condition and Results of Operations.


(4)  Employees
     In 1998, the Company employed approximately 2,030 employees.
Pineapple operations employed approximately 530 full-time and 950
seasonal or intermittent employees, of which approximately 47%
were covered by collective bargaining agreements.  Resort
operations employed approximately 440 employees, of which
approximately 14% were part-time employees and approximately 28%
were covered by collective bargaining agreements.  The Company's
Commercial & Property operations employed approximately 75
employees, and the balance of the employees were engaged in
administrative activities.


(5)  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 $815,000 in 1998, $601,000 in
1997 and $543,000 in 1996.
     In 1998, the Company agreed to perform Supplemental
Environmental Projects ("SEPS") totaling $346,000.  The SEPS are
designed to protect the environment and were agreed to as a
settlement for violation of permits that regulate the disposal of
processing wastewater and cooling water used by the Kahului
cannery.
     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.  For
information concerning certain pending environmental proceedings
see Part I, Item 3. (B) of this report.


(d)  Financial Information About Foreign and Domestic Operations
and Export Sales
     Export sales only arise in the Company's Pineapple segment.
Export sales of pineapple products are primarily to Japan,
Western Europe and Canada.  For the last three years, these sales
did not exceed 10% of total consolidated revenues.


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 occupation during the last five years.  The
current terms of the executive officers expire in May of 1999 or
at such time as their successors are elected.

Gary L. Gifford (51)     President and Chief Executive Officer
                         since 1995; Executive Vice
                         President/Resort from 1987 to 1995.

Paul J. Meyer (51)       Executive Vice President/Finance since
                         1984.

Douglas R. Schenk (46)   Executive Vice President/Pineapple since
                         1995; Vice President/Pineapple from 1993
                         to 1995; Cannery Manager of Maui
                         Pineapple Company, Ltd. from 1989 to
                         1993.

Donald A. Young (51)     Executive Vice President/Resort since
                         1995; Executive Vice
                         President/Operations of Kapalua Land
                         Company, Ltd. from 1992 to 1995;
                         Vice President/Operations of Kapalua
                         Land Company, Ltd. from 1985 to 1992.

Scott A. Crockford (43)  Vice President/Retail Property since
                         1995; General Manager of Kaahumanu
                         Center from 1989 to 1995.

Warren A. Suzuki (46)    Vice President/Land Management &
                         Development since October 1995; Vice
                         President/Construction & Planning of
                         Kapalua Land Company, Ltd. from May 1995
                         to October 1995; Director of Project
                         Coordination of Kapalua Land Company,
                         Ltd. from 1988 to 1995.


Item 2.   PROPERTIES

     The Company owns approximately 28,600 acres of land on Maui.
Approximately 8,100 acres are 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:

(1)  a mortgage on the fee and leasehold interest in the 36-acre
     Ritz-Carlton Kapalua Hotel site, which secures a loan to the
     ground lessee for up to $65 million;
(2)  a perpetual conservation easement granted to the State of
     Hawaii on a 13-acre parcel at Kapalua;
(3)  certain easements and rights-of-way that do not materially
     affect the Company's use of its property;
(4)  a mortgage on the three golf courses at Kapalua, which
     secures the Company's $15 million revolving credit and $15
     million development line arrangement;
(5)  a permanent conservation easement granted to The Nature
     Conservancy of Hawaii, a non-profit corporation, covering
     approximately 8,600 acres of forest reserve land;
(6)  a $4,886,000 mortgage on the fee interest in Napili Plaza
     shopping center; and
(7)  a small percentage of the Company's land in various
     locations on which multiple claims exist and for which the
     Company has initiated quiet title actions.

     Approximately 22,400 acres of the Company's land are located
in West Maui, approximately 6,200 acres are located at its
Haliimaile plantation in Central Maui, and approximately 28 acres
are located in Kahului, Maui.
     The 22,400 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 Haliimaile property is situated at elevations between
1,000 and 3,000 feet above sea level on the slopes of Haleakala.
     Approximately 6,400 acres of Company-owned land are used
directly or indirectly in pineapple operations and approximately
1,650 acres are designated for the Kapalua Resort.  The Kahului
acreage includes offices, a can manufacturing plant and a
pineapple processing cannery with interconnected warehouses at
the cannery site where finished product is stored.
     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 expires on December 31, 1999.
The lease will be renegotiated before year-end 1999.  Eleven
leases expiring at various dates through 2018 cover the balance
of the leased property.  The aggregate land rental for all leased
land was $568,000 in 1998.

Item 3.   LEGAL PROCEEDINGS

     A.  Antidumping Petition
     In June 1994, Maui Pineapple Company, Ltd. and the
International Longshore and Warehouse Union filed an antidumping
petition with the U.S. International Trade Commission (ITC) and
the U.S. Department of Commerce (DOC).  The petition alleged that
producers of canned pineapple in Thailand were violating U.S. and
international trade laws by selling their products in the U.S. at
less than fair value, and that such sales were causing injury to
the U.S. industry producing canned pineapple.
     On May 30, 1995, the DOC completed its portion of the
investigation, concluding that imports of canned pineapple from
Thailand were being sold in the U.S. at less than fair value.
Thai producers investigated included Dole Thailand, Ltd., The
Thai Pineapple Public Co., Ltd., Siam Agro Industry Pineapple and
Others Co., Ltd., and Malee Sampran Factory Public Co., Ltd.
     On June 30, 1995, the ITC announced its unanimous
determination that the domestic industry producing canned
pineapple was materially injured by reason of the unfair imports
of canned pineapple from Thailand.  As a result of the
affirmative findings of both the DOC and the ITC, antidumping
duties were imposed on all imports of canned pineapple fruit from
Thailand into the United States, with cash duty deposits ranging
up to 51%.
     The Thai respondents appealed the dumping calculations of
DOC to the United States Court of International Trade (USCIT).
Maui Pineapple Company filed a cross appeal concerning one
element of the DOC determination.  On November 8, 1996 the USCIT
remanded certain issues back to the DOC for recalculation.  In
one of the issues, the USCIT ruled that the DOC reliance on the
Thai pineapple companies' normal accounting records (their
allocation ratio between juice and solid pack) was inconsistent
with a higher court's previous ruling.  The Company strongly
disagrees with the USCIT decision on this issue, which could
substantially reduce the duties being imposed if the USCIT
position is upheld.
     In 1997, the Company and the DOC appealed the decision by
the USCIT to the United States Court of Appeals for the Federal
Circuit.  In April 1998, the Court of Appeals heard the appeals
of Maui Pineapple Company, Ltd. and the DOC.  A final decision is
expected sometime in 1999.
     The amount of duties on Thai imports is subject to periodic
review by the DOC.  The Company or the Thai producers may
initiate these reviews.  If the cost of production changes
relative to the selling price of the product in the U.S., the
duties would be adjusted.  Several of the larger Thai pineapple
companies have significantly reduced their antidumping duties
through the annual review process.  The DOC has begun the third
annual review and preliminary margins are expected to be
announced in April 1999 with final results in July 1999.  The
antidumping duties presently in place on imports of canned
pineapple fruit from Thailand range from less than 1% up to 51%.
     
     B.  Occidental Chemical Litigation
     The County of Maui has sued several chemical manufacturers
claiming that they are responsible for the presence of a
nematocide commonly known as "DBCP" in certain water wells that
the County of Maui maintains.  One of those chemical
manufacturers, Occidental Chemical Corporation (OCC), has claimed
that Maui Land & Pineapple Company, Inc. (MLP) is required to
indemnify OCC against the County's claims under the terms of a
March 14, 1978 Agreement for Sale of DBCP between MLP and
Occidental Chemical Company.  MLP rejected the OCC tender of this
indemnification and, on November 13, 1997, filed a lawsuit
against OCC, Maui Land & Pineapple Company, Inc. v. Occidental
Chemical Corporation, Civil No. 97-0867 (Second Circuit Court,
State of Hawaii), seeking judgment declaring that MLP has no
obligation to indemnify OCC against the County's claims.  On
December 9, 1997, OCC filed a counterclaim against MLP in that
lawsuit seeking judgment (a) declaring that MLP is obligated to
indemnify OCC against the County's claims, and (b) awarding OCC
damages for MLP's alleged breach of that obligation.  OCC has not
specified the amount it seeks to recover from MLP on its
counterclaim, which MLP is contesting.  MLP and OCC each have
filed answers to the other's claim, but have not commenced
significant discovery.  Settlement negotiations have been
initiated.
     MLP tendered the defense and indemnification of OCC claims
to its insurers, including Hawaiian Insurance & Guaranty Company,
which is being liquidated by the State of Hawaii and is now known
as HUI/Unico in Liquidation, Inc. ("HUI/Unico").  HUI/Unico
agreed to defend MLP against OCC claims under a reservation of
the right to contest its obligation to do so.  On September 2,
1997, HUI/Unico filed a lawsuit against MLP, Reynaldo D. Graulty,
Insurance Commissioner of the State of Hawaii, in his capacity as
Liquidator of HUI/Unico in Liquidation, Inc. v. Maui Land &
Pineapple Company, Inc., Civil No. 97-3571-09 (First Circuit
Court, State of Hawaii), seeking judgment declaring that
HUI/Unico has no obligation to defend and indemnify MLP against
OCC claims.  MLP is contesting the HUI/Unico lawsuit and, on
October 13, 1997, filed a counterclaim against HUI/Unico seeking
judgment declaring that HUI/Unico is obligated to defend and
indemnify MLP against OCC claims and awarding MLP damages for
HUI/Unico's alleged breach of that obligation.  MLP and HUI/Unico
have commenced initial discovery.  On February 2, 1999, HUI/Unico
filed a Motion for Summary Judgment on its claim that it has no
obligation to defend or indemnify MLP against OCC claims.  MLP
strongly opposes HUI/Unico's motion, which will be heard on April
23, 1999.  Settlement negotiations have been initiated.
     On December 23, 1998, The Dow Chemical Company ("Dow"), one
of the defendants in the County of Maui's underlying lawsuit,
Board of Water Supply of the County of Maui v. Shell Oil Company,
et al., Civil No. 96-0370 (Second Circuit Court, State of
Hawaii), filed a Third-Party Complaint in that action against MLP
and Maui Pineapple Company, Ltd. ("MPC").  In its Third-Party
Complaint, Dow claims that if it is held liable on the County of
Maui's claims, Dow is entitled to indemnification or
contribution, in whole or in part, by MLP and/or MPC, based,
apparently, on equitable theories.  Dow has not specified the
amount it seeks to recover from MLP and/or MPC on its Third-Party
Complaint, which MLP and MPC contest.  MLP and MPC have not yet
filed answers to Dow's claims and have not commenced discovery.
No settlement negotiations have been initiated.


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

     None.


PART II

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

     The information set forth under the caption "Common Stock"
on page 19 of the Maui Land & Pineapple Company, Inc. 1998 Annual
Report is incorporated herein by reference.

Item 6.   SELECTED FINANCIAL DATA

     The information set forth under the caption "Selected
Financial Data" on page 20 of the Maui Land & Pineapple Company,
Inc. 1998 Annual Report is incorporated herein by reference.

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

     "Management's Discussion and Analysis of Financial Condition
and Results of Operations" on pages 21 through 24 of the Maui
Land & Pineapple Company, Inc. 1998 Annual Report is incorporated
herein by reference.

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

     "Market Risk" on page 24 of the Maui Land & Pineapple
Company, Inc. 1998 Annual Report is incorporated herein by
reference.

Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The "Independent Auditors' Report," "Consolidated Financial
Statements" and "Notes to Consolidated Financial Statements" on
pages 7 through 18 of the Maui Land & Pineapple Company, Inc.
1998 Annual Report are incorporated herein by reference.

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

     None.

PART III

     The registrant's Proxy Statement for its 1999 Annual Meeting
of Stockholders, which when filed pursuant to Regulation 14A
under the Securities Exchange Act of 1934, will be incorporated
by reference in this Annual Report on Form 10-K pursuant to
General Instruction G(3) of Form 10-K, and will provide the
information required under Part III (Items 10, 11, 12 and 13),
except for the information with respect to the registrant's
executive officers, which is included in Part I, Item 1.
Business.

PART IV
Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K

     (a)  1.   Financial Statements
     The following Financial Statements and Supplementary Data of
Maui Land & Pineapple Company, Inc. and subsidiaries and the
Independent Auditors' Report are included in Item 8 of this
report:
     Consolidated Balance Sheets, December 31, 1998 and 1997
     Consolidated Statements of Operations and Retained Earnings
     for the Years
        Ended December 31, 1998, 1997 and 1996
     Consolidated Statements of Cash Flows for the Years Ended
        December 31, 1998, 1997 and 1996
     Notes to Consolidated Financial Statements

     (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:
     II.  Valuation and Qualifying Accounts for the Years Ended
     December 31, 1998, 1997 and 1996.

     (a)  3.   Exhibits
     Exhibits are listed in the "Index to Exhibits" found on
pages 19 to 22 of this Form 10-K.

     (b)  Reports on Form 8-K
     There were no reports on Form 8-K filed during the last
quarter of the period covered by this report.

     (d) The Financial Statements of Kaahumanu Center Associates
for the Years Ended December 31, 1998, 1997 and 1996 are filed as
exhibits.





INDEPENDENT AUDITOR'S 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, 1998 and 1997 and for each of the three years in the
period ended December 31, 1998, and have issued our report
thereon dated February 8, 1999; such consolidated financial
statements and report are included in your 1998 Annual Report and
are incorporated herein by reference.  Our audits also included
the financial statement schedule of Maui Land & Pineapple
Company, Inc. listed in Item 14.  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.



/S/ DELOITTE & TOUCHE LLP

Honolulu, Hawaii
February 8, 1999



                                                                SCHEDULE II
                                                                           
                    MAUI LAND & PINEAPPLE COMPANY, INC.
                              AND SUBSIDIARIES

                     VALUATION AND QUALIFYING ACCOUNTS
            FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


                                      ADDITIONS
                         ADDITIONS    CHARGED
             BALANCE AT  CHARGED TO   TO OTHER                BALANCE
             BEGINNING   COSTS AND    ACCOUNTS    DEDUCTIONS  AT END
DESCRIPTION  OF PERIOD   EXPENSES     (describe)  (describe)  OF PERIOD
                          (Dollars in Thousands)       (b)

Allowance for
 Doubtful Accounts
     1998       $  567     $  191       $(a)  9     $(274)       $ 493

     1997          698         47         (a)13      (191)         567

     1996          573        440            --      (315)         698


(a)  Recoveries.
(b)  Write off of uncollectible accounts.




                           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, 1999                By  /S/ GARY L. GIFFORD
                                 Gary L. Gifford
                                 President & Chief Executive
Officer

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/ MARY C. SANFORD                Date    March 25, 1999
     Mary C. Sanford
     Chairman of the Board

By   /S/ RICHARD H. CAMERON             Date    March 25, 1999
     Richard H. Cameron
     Vice Chairman of the Board

By   /S/ PAUL J. MEYER                  Date    March 25, 1999
     Paul J. Meyer
     Executive Vice President/Finance
     (Principal Financial Officer)

By   /S/ TED PROCTOR                    Date    March 25, 1999
     Ted Proctor
     Controller & Assistant Treasurer
     (Principal Accounting Officer)

By   /S/ PETER D. BALDWIN               Date    March 25, 1999
     Peter D. Baldwin
     Director

By   /S/ RANDOLPH G. MOORE              Date    March 25, 1999
     Randolph G. Moore
     Director

By   /S/ FRED E. TROTTER III            Date    March 25, 1999
     Fred E. Trotter III
     Director



                        INDEX TO 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) Articles of Incorporation (Amended as of 4/2/98).
          Exhibit 3 to Form 10-Q for the quarter ended March 31,
          1998.
3    (ii) By Laws (Amended as of 2/26/88).  Exhibit (3ii) to
          Form 10-Q for the quarter ended September 30, 1994.

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.

4.2  (i)* Bridge Loan Agreement between Pacific Coast Farm
          Credit Services, ACA and Maui land & Pineapple Company,
          Inc., dated December 30, 1998.

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.

10.2      Exhibits 10.2(i) to 10.2(xiv) relate to The Ritz-
          Carlton Kapalua Hotel
      (i) Partnership Agreement; Development Agreement;
          Operating Agreement; Hotel Ground Lease; Supplemental
          Agreement; Construction Loan Agreement; Promissory
          Note; Real Property Mortgage; Leasehold Mortgage.
          Exhibit (10)A-I to Form 10-Q for the quarter ended
          September 30, 1990.
     (ii) Dissolution Agreement, dated October 31, 1995.
          Exhibit (10)A to Form 10-Q for the quarter ended
          September 30, 1995.
    (iii) First Mortgage, Security Agreement, Financing
          Statement and Assignment of Rentals covering the fee
          simple interest and the leasehold interest, securing a
          loan of $65,000,000, dated February 24, 1996.  Exhibit
          10.4(iii) to Form 10-K for the year ended December 31,
          1995.
     (iv) Subordination, Nondisturbance and Attornment
          Agreement (Ground Lessor), dated February 24, 1996.
          Exhibit 10.4(iv) to Form 10-K for the year ended
          December 31, 1995.
      (v) Hotel Ground Lease by and between Maui Land &
          Pineapple Company, Inc. (Lessor) and NI Hawaii Resort,
          Inc. (Lessee), effective January 1, 1996.  Exhibit
          10.4(v) to Form 10-K for the year ended December 31,
          1995.
     (vi) Amendment Relating to Off-Site Loan, dated January
          9, 1996 and effective January 1, 1995.  Exhibit
          10.4(vi) to Form 10-K for the year ended December 31,
          1995.
    (vii) Letter Agreement, dated January 1, 1996, Re:
          Nonrecourse Open Account For Off-Site Improvements.
          Exhibit 10.4(vii) to Form 10-K for the year ended
          December 31, 1995.
   (viii) Agreement with NI Hawaii Resort, Inc. (Ground
          Lease), dated January 9, 1996.  Exhibit 10.4(viii) to
          Form 10-K for the year ended December 31, 1995.
     (ix) Amendment and Restatement of Tennis Operating
          Agreement by and between Kapalua Land Company, Ltd.
          (Operator) and NI Hawaii Resort, Inc. (Owner), dated
          January 9, 1996.  Exhibit 10.4(ix) to Form 10-K for the
          year ended December 31, 1995.
      (x) Assignment Agreement (Assignment of Amended and
          Restated Tennis Operating Agreement), dated January 9,
          1996.  Exhibit 10.4(x) to Form 10-K for the year ended
          December 31, 1995.
     (xi) Golf Course Use Agreement by and between Maui Land
          & Pineapple Company, Inc. and NI Hawaii Resort, Inc.,
          dated January 9, 1996.  Exhibit 10.4(xi) to Form 10-K
          for the year ended December 31, 1995.
    (xii) Memorandum of Understanding between Maui
          Hotels, Kapalua Investment Corp. and NI Hawaii Resort,
          Inc., effective October 31, 1995.  Exhibit 10.4(xii) to
          Form 10-K for the year ended December 31, 1995.
   (xiii) Supplemental Agreement, entered into among
          Maui Hotels, Kapalua Investment Corp. and NI Hawaii
          Resort, Inc. as of February 15, 1996.  Exhibit
          10.4(xiii) to Form 10-K for the year ended December 31,
          1995.
    (xiv) Release of Real Property Mortgage, Security
          Agreement and Financing Statement, dated March 12,
          1996.  Exhibit 10.4(xiv) to Form 10-K for the year
          ended December 31, 1995.

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) Executive Insurance Plan (Amended).  Exhibit (10)A
          to Form 10-K for the year ended December 31, 1980.
    (iii) Supplemental Executive Retirement Plan (effective as of
          January 1, 1988).  Exhibit (10)B to Form 10-K for the year ended
          December 31, 1988.
    (iv)* Restated and Amended Executive Change-In-
          Control Severance Agreement (Gary L. Gifford,
          President/CEO), dated as of March 16, 1999.
     (v)* Restated and Amended Executive Change-In-Control
          Severance Agreement (Paul J. Meyer, Executive Vice
          President/Finance), dated as of March 17, 1999.
    (vi)* Restated and Amended Executive Change-In-
          Control Severance Agreement (Donald A. Young, Executive
          Vice President/Resort), dated as of March 16, 1999.
   (vii)* Restated and Amended Executive Change-In-
          Control Severance Agreement (Douglas R. Schenk,
          Executive Vice President/Pineapple), dated as of March
          23, 1999.
  (viii)* Restated and Amended Change-In-Control
          Severance Agreement (Warren A. Suzuki, Vice
          President/Land Management), dated as of March 16, 1999.
    (ix)* Restated and Amended Change-In-Control
          Severance Agreement (Scott A. Crockford, Vice
          President/Retail Property), dated as of March 16, 1999.
     (x)* Executive Severance Plan, as amended through November 6, 1998.

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.

11.       Statement re computation of per share earnings:
          Net Income (Loss) divided by weighted Average Common
          Shares Outstanding equals Net Income (Loss) Per Common
          Share.

13.*      Annual Report to Security Holders:  Maui Land &
          Pineapple Company, Inc. 1998 Annual Report.

21.       Subsidiaries of registrant:
          All of the following were incorporated in the
          State of Hawaii:
               Maui Pineapple Company, Ltd.
               Kapalua Land Company, Ltd.
               Kapalua Investment Corp.
               Kapalua Water Company, Ltd.
               Kapalua Waste Treatment Company, Ltd.
               Honolua Plantation Land Company, Inc.

27.*      Financial Data Schedule.  As of December 31, 1998
          and for the year then ended.

99.       Additional Exhibits.

99.1*     Financial Statements of Kaahumanu Center
          Associates for the years ended December 31, 1998, 1997
          and 1996.