1999 LOAN MODIFICATION AGREEMENT



     THIS  AGREEMENT dated as of December 30, 1999, by and
among MAUI LAND & PINEAPPLE COMPANY, INC., a Hawaii
corporation (the "Borrower"), BANK OF  HAWAII,  a  Hawaii
banking corporation ("BOH"),  FIRST  HAWAIIAN  BANK,  a  Hawaii
banking corporation ("FHB"),  CENTRAL  PACIFIC  BANK, a  Hawaii
banking  corporation ("CPB")  (BOH, FHB and CPB are each
sometimes called  a  "Lender" and  collectively called the
"Lenders"), and BANK OF  HAWAII,  as Agent for the Lenders
to the extent and in the manner provided in the  Loan
Documents described below and in the Agency  Agreement
described  in  the  Loan  Agreement  described  below  (in
such capacity, the "Agent"),

                    W I T N E S S E T H:

     WHEREAS,  the  Borrower, the Lenders and  Bank  of
America, National  Trust and Savings Association ("BOA")
(the Lenders  and BOA are collectively called the "Original
Lenders") and the Agent are  parties  to that certain
Revolving and Term Loan  Agreement, dated  as  of  December
31, 1992, as amended  by  a  First  Loan Modification
Agreement,  dated  as  of  March  1,    1993,   and
supplemented by letter agreements dated April 30, 1993  and
June 24,  1993, and  further  amended  by  Second
Loan  Modification Agreement, dated September 8, 1993, by a
Third Loan Modification Agreement, dated  September  30,  1993,
by  a Fourth Loan Modification  Agreement, dated March 8, 1994,
by a  Fifth Loan Modification Agreement, dated effective as
of December 31,  1994, by  a  Sixth Loan Modification Agreement,
dated effective  as  of March  31, 1995,  and  by a Seventh
Loan Modification  Agreement dated effective as of
December 31, 1995, each among the Borrower, the Original
Lenders  and  the  Agent  (as so   amended   and
supplemented, the "Original Loan Agreement");

     WHEREAS,  the  Original Loan Agreement and the  other
"Loan Documents" referred  to  therein, as respectively  amended,
set forth  the terms and conditions upon which the Original
Lenders (i)  have  made available to the Borrower the Revolving
Loans  in the  original aggregate principal amount of up to
$40,000,000  at any  one  time outstanding (subject to
mandatory reduction,  from time  to time, of such aggregate
principal amount available)  and (ii)  shall make available
to the Borrower the Term Loans  in  an amount  up to
the aggregate principal amount of  the  Revolving
Loans  outstanding upon expiration of the Revolving Loan
Period, all as more particularly described therein;

     WHEREAS,  the  parties  hereto  entered  into  that
certain Amended  and  Restated Revolving Credit and Term
Loan  Agreement dated  December  4,  1996, as amended by
letter  agreement  dated February  21,  1997, by First Loan
Modification  Agreement  dated December  31,  1997,  and  by
Second Loan Modification  Agreement dated March 17, 1998 (as
so amended, the "First Restatement");

     WHEREAS,  the  parties  hereto  entered  into  that
certain Amended  and  Second  Restated Revolving  Credit
and  Term  Loan Agreement dated as of December 4, 1998
("Second Restatement") to, among other things, establish a
development line in the aggregate principal  amount  of
$15,000,000,  being  the  Village   Course Facility more
particularly described in the Second Restatement;

     WHEREAS, the Lenders having purchased the interests  of
BOA under  the   Original Loan Agreement and the other
Loan  Documents referred  to  therein  (the  "BOA  Purchase"),
and  BOH having purchased  a  portion of the interest of FHB under
the  Original Loan  Agreement, as amended by the First Restatement
and  by the Second  Restatement (the Original Loan Agreement as the
same  has been  and  may  hereafter be amended, the "Loan
Agreement"),  and under the other Loan Documents referred to
in the Loan Agreement, the  respective "Individual Loan
Commitment Percentage"  of  each Lender is now as follows:

     (1)  BOH's Individual Loan Commitment Percentage is
equal to 53.667%  with  respect  to the Original  Facility
and  50%  with respect to the Village Course Facility;
     (2)  FHB's Individual Loan Commitment Percentage is
equal to 33.333%  with  respect to the Original Facility and
33.333%  with respect to the Village Course Facility; and
     (3)  CPB's Individual Loan Commitment Percentage is
equal to 13%  with  respect  to  the Original Facility  and
16.667%  with respect to the Village Course Facility;

     WHEREAS, the Aggregate Loan Commitment with respect  to
the Original  Facility  having  been  reduced  to
$15,000,000,   the respective  Individual Loan Commitments of
the  Lenders are  as follows:

     (1)  BOH's Individual Loan Commitment is equal to
$8,050,000 with  respect to the Original Loan Facility,
subject  to  further permanent  reduction  from time to time
in  accordance  with  the terms  of the Loan Agreement, and
$7,500,000 with respect to  the Village Course Facility;

     (2)  FHB's Individual Loan Commitment is equal to
$5,000,000 subject  to  further permanent reduction from
time  to  time  in accordance  with the terms of the Loan
Agreement, and  $5,000,000 with respect to the Village
Course Facility; and

     (3)    CPB's   Individual  Loan  Commitment  is   equal
to $1,950,000, subject to further permanent reduction from
time  to time  in  accordance  with the terms of the Loan
Agreement,  and $2,500,000 with respect to the Village
Course Facility; and

     WHEREAS,  Borrower has requested a further
modification  of the  Loan  Documents and Lenders are
willing to accommodate  such modification under the terms of
this Agreement;

     NOW, THEREFORE, in consideration of the premises, the
mutual covenants   set  forth  herein  and  other  good
and   valuable consideration,  the receipt and sufficiency
of which  are  hereby acknowledged,  the  Borrower, the
Lenders and  the  Agent  hereby agree as follows:

     1.   The Loan Documents are amended to conform to the
following:
               (a)  Expiry Date - Revolving Loans.  The Expiry
Date is extended from  December 31, 1999, to December 31, 2001.
               (b)  Maturity Date - Term Loans.  The Maturity Date
is extended from  December 31, 2002, to December 31, 2004.
               (c)  Village Course Facility Maturity Date.  The
Village Course Facility Maturity Date is extended from
December 11, 2000, to December 11, 2001.
               (d)  Reduction of Aggregate Loan Commitment --
Village Course Facility.
                    (i)  Effective December 11, 2000, the
Aggregate Loan Commitment with  respect to the Village Course
Facility will be  reduced  to $8,000,000.

                   (ii)  On or before December 11, 2000, Borrower
shall pay the amount, if any, by which the outstanding principal balance
of the Village Course Facility exceeds $8,000,000.

                  (iii)  Upon such reduction of the Aggregate Loan
Commitment with respect to the Village Course Facility, Bank of
Hawaii's Individual Loan Commitment with respect to the
Village Course Facility shall be $4,000,000, First Hawaii
Bank's Individual Loan Commitment with respect to the
Village Course Facility shall be $2,666,640 and Central
Pacific Bank's Individual Loan Commitment with respect to
the Village Course Facility shall be $1,333,360.

             (e)  Interest Rate - Revolving Loans.  Outstanding balances
of principal of the Revolving Loans during the Revolving Loan
Period shall  bear  interest  at either of the following  interest  rate
options that Borrower may select in accordance with the terms  of
the Loan Agreement (1) a floating rate equal to the Base Rate  in
effect from time to time or (2) LIBOR, plus:

               (i)  if Borrower's Recourse Debt to Net Worth Ratio
is less than or equal to 0.20, one and one-half percentage points
(1.50%);
              (ii) if Borrower's Recourse Debt to Net Worth Ratio is greater
than 0.20 but not more than 0.40, one and three-fourths
percentage points (1.75%);

             (iii) if Borrower's Recourse Debt to Net Worth Ratio is
greater than 0.40 but not more than 0.60, two percentage points (2.00%);

              (iv) if Borrower's Recourse Debt to Net Worth Ratio
is greater than 0.60 but not more than 0.80,two and one-fourth percentage
points (2.25%); and

               (v)  if Borrower's Recourse Debt to Net Worth Ratio
is greater than  0.80, two and one-half percentage points (2.50%).

          (f)  Interest Rate - Term Loans.  In the event that the
Term Loans  shall  be  made, then during the period  (the  "Term
Loan Period") commencing on the Expiry Date, to and including the
date that  the  Term  Loans are paid in full, at  the option  of
the Borrower initially either (i) a floating rate per annum equal
to the Base Rate in effect from time to time, or (ii) LIBOR, plus:

               (i)  if Borrower's Recourse Debt to Net Worth Ratio
is less than or  equal  to  0.20,  one  and  three-fourths
percentage  points
(1.75%);

              (ii) if Borrower's Recourse Debt to Net Worth Ratio is
greater than 0.20 but not more than 0.40, two percentage points (2.00%);

             (iii) if Borrower's Recourse Debt to Net Worth Ratio is
greater than 0.40 but not more than 0.60, two percentage and one
fourth points (2.25%);

              (iv) if Borrower's Recourse Debt to Net Worth Ratio
is greater than  0.60 but not more than 0.80, two and one-half percentage
points (2.50%); and

              (v)  if Borrower's Recourse Debt to Net Worth Ratio
is greater than  0.80, two and three-fourths percentage points (2.75%).

          (g)  Interest Rate - Village Course Facility Advances.
The Borrower  agrees  to  pay interest on the  outstanding
principal balance  of the Advances pursuant to the following
interest  rate options  that  the  Borrower may select in
accordance  with  the provisions  of the Loan Agreement: (1) a
floating rate  equal  to the Base Rate in effect from time to time;
or (2) LIBOR plus:

               (i)  if Borrower's Recourse Debt to Net Worth Ratio
is less than or equal to 0.20, one and one-half percentage points
(1.50%);

              (ii) if Borrower's Recourse Debt to Net Worth Ratio
is greater than 0.20 but not more than 0.40, one and three-fourths
percentage points (1.75%);

             (iii) if Borrower's Recourse Debt to Net Worth Ratio is
greater than 0.40 but not more than 0.60, two percentage points (2.00%);

              (iv) if Borrower's Recourse Debt to Net Worth Ratio
is greater than 0.60 but not more than 0.80, two and one-fourth
percentage points (2.25%); and

               (v)  if Borrower's Recourse Debt to Net Worth Ratio
is greater than 0.80, two and one-half percentage points (2.50%).

     (h)  Recourse Debt to Net Worth Ratio. "Recourse Debt to Net Worth
Ratio" or "Recourse Debt/Net Worth Ratio" shall  mean  the quotient
obtained  by dividing (i) Recourse  Debt  by  (ii) Net Worth.   For
the  purpose  of  determining  the interest   rate applicable  to the
Loans, such ratio shall be based of  the  most recent financial reports
referred to in Section 5.1(a)(1) of  the Loan  Agreement  and  any KCA
debt which is nonrecourse  to  the Borrower shall be disregarded.

    (i)  Commitment Fee - Village Course Facility. The Borrower shall
pay to the Agent for pro rata distribution to each Lender, a commitment
fee on the aver-age daily unutilized Aggregate Loan Commitment
with respect to the Village Course Facility, computed at the rate of
one-quarter of one percent (0.25%) per annum computed on the basis of
the actual number of days elapsed over a year of 365 or 366 days (as the
actual case may be) and payable quarterly in arrears commencing on
March 31, 2000, and thereafter, on the last day of each March, June,
September and December prior to the Maturity Date and on the Maturity Date
(or such earlier date as the Aggregate Loan Commitment with respect to
the Village Course Facility shall be terminated).

    (j)  Net Worth.  Section 5.1(e)(3) of the Loan
Agreement is amended to read as follows:
               (3)   A  Net  Worth  of  not  less
          than $60,100,000.00,  plus 50% of  the
          cumulative net  profits after December 31, 1998 (but not
          the net losses) of Borrower.

    (k)  Capital Expenditures.  Section 5.2(d) of the Loan
Agreement is amended to read as follows:

           (d)    Neither  the  Borrower  nor   any
          Subsidiary  will make any Capital Expenditure
          that  is  not approved in writing by  Lenders that
          causes  Borrower  to  exceed  (on   an aggregated
          basis)  the  following   Capital Expenditure  limits:
          $10,800,000  for  fiscal year  1998; $11,500,000 for
          fiscal year 1999; $14,000,000 for each of fiscal
          years 2000 and 2001;  and  $12,000,000 for each
          fiscal  year thereafter.  Capital Expenditures for
          work at the  Village Course at Kapalua (described  in
          Section  5.1(n)) shall not be counted towards such
          Capital  Expenditure  limits.   Capital Expenditures
          for the Site 29 Project of up to $1,000,000  in  the
          aggregate  or  that  are approved in writing by
          Lenders shall  not  be counted   towards  such
          Capital  Expenditure limits.

 2.   Upon execution of this Agreement and in consideration of
these amendments:

     (a)  Borrower shall pay to the Agent, on demand, for
distribution to   the   Lenders  according  to  their
Individual   Commitment Percentages  with respect to the
Original Facility the  following non-refundable  fee  with
respect  to  the  Original   Facility:
$10,000.

    (b)  Borrower shall pay to the Agent, on demand, for
distribution to the Lenders according to their
Individual Commitment Percentages with respect to the
Village Course Facility the following non-refundable
fee with respect to the Village Course Facility:
$7,500.
          3.   Capitalized terms used, but not defined,
in this Agreement, shall have the definitions stated in
the Loan Agreement.

         4.   Borrower agrees that Borrower has no claims,
defenses, or offsets against the Lenders or the Agent with respect to
said credit facility or to the enforcement of the Loan
Documents arising prior to the date of this Agreement, and that
Borrower agrees that all such claims, defenses, and offsets are
hereby released.

        5.   The execution of this Agreement by the Borrower
constitutes the personal certification of the persons signing
this Agreement on behalf of the Borrower that, to the
best of their knowledge, the representations and
warranties made in Article IV of the Loan Agreement
are true and correct as of the date of this
Agreement.

       6.  In all other respects, the Loan Documents, as amended,
remain in full force and effect and the provisions of
the Loan Documents including, without limitation, all
promises, representations, warranties, covenants, and
conditions, are ratified and confirmed as of the date
of this Agreement by the parties hereto.

      7.   This Agreement is binding upon, and shall inure
to the benefit of, the parties hereto and their respective
successors and assigns.

      8.   The parties hereto agree that this instrument
may be executed in counterparts, each of which shall be
deemed an original, and said counterparts shall
together constitute one and the same agreement,
binding all of the parties hereto, notwithstanding
all of the parties are not signatory to the original
or the same counterparts.  Duplicate unexecuted pages
of the counterparts may be discarded and the
remaining pages assembled as one document.

   To  signify their agreement, the parties
have executed  this Agreement as of the date first
written above.

MAUI LAND & PINEAPPLE COMPANY, INC.              BANK  OF  HAWAII,
                                                  individually and as Agent

By:/S/ PAUL J. MEYER                             By:/S/ JAMES C. POLK
 Its EXECUTIVE VICE PRESIDENT/FINANCE             Its VICE PRESIDENT

                                                 FIRST HAWAIIAN BANK
By:/S/ TED PROCTOR
 Its ASSISTANT TREASURER                         By:/S/ LANCE A MIZUMOTO
                                                  Its VICE PRESIDENT

                                                CENTRAL PACIFIC BANK

                                                  By:/S/ ROBERT D MURAKAMI
                                                   Its VICE PRESIDENT