** **

**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K/A**

**Amendment No. 1**

 

| **(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, 2007** |
|------------------------------------------------------|

** **

| **OR** |
|--------|

** **

| **o** | **TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15 (d) OF THE SECURITIES   EXCHANGE ACT OF 1934** |
|-------|-----------------------------------------------------------------------------------------------------------------|

 

**For thetransition period from        to       **

 

**Commission file number 001-06510**

 

**MAUILAND & PINEAPPLE COMPANY, INC.**

(Exactname 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’stelephone number, including area code **(808) 877-3351**

 

Securitiesregistered 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 if theregistrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. Yes o  No x

 

Indicate by check mark if theregistrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act. Yes o  No x

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirementsfor the past 90 days. Yes x  No o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to thebest of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. o

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “largeaccelerated filer,” accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act. (Check one):

 
| Large  accelerated filer o |   | Accelerated  filer x |   | Non-accelerated  filer o  (Do not check if a smaller   reporting company) |   | Smaller  reporting company o |
|---------------------------------|--------|---------------------------|--------|--------------------------------------------------------------------------------|--------|-----------------------------------|

 

Indicate by check markwhether the registrant is a shell Company (as defined in Rule 12b-2 of theExchange Act). Yes o  No x

 

The aggregate market value,as of June 29, 2007, of the voting stock held by non-affiliates of theregistrant was $151,098,000 based upon the closing price on the American StockExchange on such date. This computation assumes that all directors, executiveofficers and persons known to the Company to be the beneficial owners of morethan ten percent of the Company’s common stock are affiliates. Such assumptionshould not be deemed conclusive for any other purpose.

 

At February 29, 2008,the number of shares outstanding of the registrant’s common stock was8,103,395.

 

Documents incorporated by reference:

 

Part III—Certainportions of the proxy statement for the registrant’s annual meeting ofstockholders to be held on May 12, 2008, to be filed no later than 120 daysafter the close of the registrant’s fiscal year ended December 31, 2007,are incorporated by reference into Part III of this report. Only thoseportions of the proxy statement that are specifically incorporated by referenceherein shall constitute a part of this annual report.

 

** **

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**Explanatory Note**

 

We are filing this Amendment No. 1 to our Form 10-Koriginally filed with the Securities and Exchange Commission on March 17,2008 because:

 

(1) Pursuant to Rule 3-09 of Regulation S-X, we arerequired to file separate audited financial statements of W2005 Kapalua/GengateHotel Holdings L.L.C., as of December 31, 2007.  Such audited financial statements were notavailable when we filed the original Form 10-K for 2007.

 

(2) A complete copy of our Restated Articles of Association,amended as of May 7, 2007, was inadvertently not filed with our original Form 10-Kfor 2007, and is thus being filed as Exhibit 3.1 to this Amendment No. 1.  The Exhibit Index has been revisedaccordingly.

 

Inaddition, in connection with filing of this Amendment No. 1 and pursuantto Rule 12b-15, certain certifications are attached as exhibits hereto.

 

Exceptas described above, this Amendment No. 1 does not amend any otherinformation set forth in the Original Filing and the Company has not updateddisclosures contained therein to reflect any events that occurred at a datesubsequent to the date of the Original Filing.

 

2

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**PART IV**

 

**Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE**

 

**1.****             FinancialStatements**

 

The following Financial Statements of Maui Land & PineappleCompany, Inc. and subsidiaries and Report of Independent Registered PublicAccounting Firm are included in Item 8 of this report:

 
| Consolidated Statements of Operations for  the Years Ended December 31, 2007, 2006 and 2005*                                                                                                       |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Consolidated Statements of Comprehensive  Income for the Years Ended December 31, 2007, 2006 and 2005*                                                                                             |
| Consolidated Balance Sheets,  December 31, 2007 and 2006*                                                                                                                                          |
| Consolidated Statements of Stockholders’  Equity for the Years Ended December 31, 2007, 2006 and 2005*                                                                                        |
| Consolidated Statements of Cash Flows for  the Years Ended December 31, 2007, 2006 and 2005*                                                                                                       |
| Notes to Consolidated Financial Statements*                                                                                                                                                             |
| Financial Statements of Kapalua Bay  Holdings, LLC as of December 31, 2007 and 2006 (Restated) and for  the Years Ended December 31, 2007, 2006 (Restated) and 2005  (exhibit 99).* |
| Financial Statements of W2005  Kapalua/Gengate Hotel Holdings L.L.C., as of December 31, 2007 (exhibit  99.1)**                                                                                    |

 

**2.****             FinancialStatement Schedules**

 

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

 

II.                                     Valuation andQualifying Accounts for the Years Ended December 31, 2007, 2006 and 2005.*

 

**3.****             Exhibits**

 
| **Exhibit No.** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                             |
|----------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1**                |       | Restated  Articles of Association, as amended May 7, 2007.                                                                                                                                                                                                                                                                                                                        |
| 3.2                  |       | Bylaws  (Amended as of December 11, 2003) (Filed as Exhibit 3.1(ii) to  Amendment No. 1 to Registration Statement on Form 8-A/A, File  No. 001-06510, filed January 5, 2004, and incorporated herein by  reference).                                                                                                                                |
| 3.4                  |       | Articles of  Amendment to Restated Articles of Association. (Filed as Appendix A to  Schedule 14A, filed March 21, 2007, and incorporated herein by  reference).                                                                                                                                                                                                                  |
| 4.1                  |       | Amended and  Fourth Restated Revolving Credit Agreement between Bank of Hawaii, First  Hawaiian Bank, Central Pacific Bank, American AgCredit, PCA, and Bank of  Hawaii, as Agent for the Lenders., dated as of May 17, 2005 (Filed as  Exhibit 4 to Form 10-Q for the quarter ended June 30, 2005 and  incorporated herein by reference).                         |
| 4.2                  |       | Bridge Loan  Agreement between Pacific Coast Farm Credit Services, ACA and Maui  Land & Pineapple Company, Inc., dated December 30, 1998.  (Filed as Exhibit 4.2(i) to Form 10-K for the year ended  December 31, 1998 and incorporated herein by reference).                                                                                   |
| 4.3                  |       | Revolving  line of Credit Loan Agreement between American AgCredit, FLCA, successor in  interest to Pacific Coast Farm Credit Services, ACA and Maui Land &  Pineapple Company, Inc., dated as of September 1, 2005 (Filed as  Exhibit 4 to Form 10-Q for the quarter ended September 30,  2005 and incorporated herein by reference).               |
| 4.4                  |       | First  Amendment to Revolving Line of Credit Loan Agreement between American  AgCredit, FLCA, successor in interest to Pacific Coast Farm Credit Services,  ACA and Maui Land & Pineapple Company, Inc., dated  December 4, 2006 (Filed as Exhibit 10.1 to Form 8-K filed  December 19, 2006 and incorporated herein by reference).                  |
| 10.1                 |       | 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 (Filed as Exhibit 10.2(i) to Form 10-K  for the year ended December 31, 2000 and incorporated herein by reference). |

 

3

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| **Exhibit No.** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                    |
|----------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.2†           |       | Executive  Deferred Compensation Plan (revised as of 8/16/91) (Filed as  Exhibit (10)A to Form 10-Q for the quarter ended September 30,  1994 and incorporated herein by reference).                                                                                                                                                                                                                           |
| 10.3†           |       | Supplemental  Executive Retirement Plan (effective as of January 1, 1988) (Filed as  Exhibit (10)B to Form 10-K for the year ended December 31,  1988 and incorporated herein by reference).                                                                                                                                                                                                              |
| 10.4†           |       | Restated and  Amended Change-In-Control Severance Agreement (Warren A. Suzuki, Vice President/Land  Management), dated as of March 16, 1999 (Filed as Exhibit 10.3  (viii) to Form 10-K for the year ended December 31, 1998 and  incorporated herein by reference).                                                                                                                                 |
| 10.5†           |       | Executive  Severance Plan, as amended through November 6, 1998 (Filed as Exhibit 10.3  (x) to Form 10-K for the year ended December 31, 1998 and  incorporated herein by reference).                                                                                                                                                                                                                 |
| 10.6†           |       | Employment  Agreement effective as of October 6, 2003 by and between Maui  Land & Pineapple Company, Inc. and David C. Cole (Filed as  Exhibit 10.3(viii) to Form 10-K for the year ended  December 31, 2003 and incorporated herein by reference).                                                                                                                                    |
| 10.7†           |       | Maui  Land & Pineapple Company, Inc. Stock Option Agreement for David  Cole, dated October 6, 2003 (Filed as Exhibit 10.3 (ix) to  Form 10-K for the year ended December 31, 2003 and incorporated  herein by reference).                                                                                                                                                              |
| 10.8†           |       | Maui  Land & Pineapple Company, Inc. Restricted Share Agreement for  David Cole, dated October 6, 2003 (Filed as Exhibit 10.3(x) to  Form 10-K for the year ended December 31, 2003 and incorporated  herein by reference).                                                                                                                                                            |
| 10.9†           |       | Maui  Land & Pineapple Company, Inc. 2006 Equity and Incentive Award  Plan (Incorporated by reference to Appendix B of the Definitive Proxy  Statement on Schedule 14A filed on March 27, 2006).                                                                                                                                                                                                 |
| 10.10                |       | Kapalua Bay  Hotel & Villas, Purchase and Sale Agreement and Escrow Instructions,  Between YCP Kapalua L.P. and YCP Kapalua Operator, Inc.,  collectively, as seller, and Maui Land & Pineapple  Company, Inc. as Purchaser, as of April 30, 2004 (Filed as Exhibit 10(A) to  Form 10-Q for the quarter ended June 30, 2004 and incorporated  herein by reference). |
| 10.11                |       | Limited  Liability Company Agreement of Kapalua Bay Holdings, LLC, dated  August 31, 2004 (Filed as Exhibit 10(A) to Form 10-Q for  the quarter ended September 30, 2004 and incorporated herein by  reference).                                                                                                                                                                                |
| 10.12                |       | First  Amendment to Purchase and Sale Agreement and Joint Escrow Instructions,  entered into as of August 6, 2004, by and among YCP Kapalua L.P.,  and YCP Kapalua Operator, Inc., and Maui Land & Pineapple  Company, Inc. (Filed as Exhibit 10(B) to Form 10-Q for  the quarter ended September 30, 2004 and incorporated herein by  reference).                           |
| 10.13                |       | Termination  of Hotel Ground Lease, effective as of August 31, 2004 (Filed as  Exhibit 10I to Form 10-Q for the quarter ended September 30,  2004 and incorporated herein by reference).                                                                                                                                                                                                                  |
| 10.14                |       | Settlement  Agreement and Release of All Claims (Board of Water Supply of the County of  Maui vs. Shell Oil Company, et al.) (Filed as Exhibit 10.5(i) to  Form 10-K for the year ended December 31, 1999 and incorporated  herein by reference).                                                                                                                                                         |
| 10.15                |       | Purchase and  Sale Agreement effective as of March 14, 2006, by and between Maui  Land & Pineapple Company, Inc. and David C. Cole and Margaret  Cole (Filed as Exhibit 10 to Form 10-Q for the quarter ended  March 31, 2006 and incorporated herein by reference).                                                                                                                        |
| 10.16                |       | Construction  Loan Agreement between Kapalua Bay Holdings, LLC, and Lehman Brothers  Holdings, Inc. (Filed as Exhibit 10.1 to Form 8-K filed  July 20, 2006 and incorporated herein by reference).                                                                                                                                                                                                   |
| 10.17                |       | Fee and  Leasehold Mortgage, Security Agreement and Fixture Filing made by Kapalua  Bay, LLC in favor of Lehman Brothers Holdings, Inc. (Filed as  Exhibit 10.2 to Form 8-K filed July 20, 2006 and incorporated  herein by reference).                                                                                                                                                              |
| 10.18                |       | Promissory  Note issued by Kapalua Bay, LLC to Lehman Brothers Holdings, Inc.  (Filed as Exhibit 10.3 to Form 8-K filed July 20, 2006 and  incorporated herein by reference).                                                                                                                                                                                                                        |
| 10.19                |       | Completion  Guaranty made by Maui Land & Pineapple Company, Inc., The  Ritz-Carlton Development Company, Inc. and Exclusive Resorts Development  Company, LLC in favor of Lehman Brothers Holdings, Inc. (Filed as  Exhibit 10.4 to Form 8-K filed July 20, 2006 and incorporated  herein by reference).                                                                          |
| 10.20                |       | Recourse  Guaranty made by Maui Land & Pineapple Company, Inc., The  Ritz-Carlton Development Company, Inc. and Exclusive Resorts Development  Company, LLC in favor of Lehman Brothers Holdings, Inc. (Filed as  Exhibit 10.5 to Form 8-K filed July 20, 2006 and incorporated  herein by reference).                                                                            |
| 10.21†          |       | Amendment to  Stock Option Agreement dated August 7, 2006, by and between Maui  Land & Pineapple Company, Inc. and David C. Cole (Filed as  Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2006  and incorporated herein by reference).                                                                                                                                           |
| 10.22†          |       | Restricted  Stock Award Agreement and Award Grant Notice, dated as of August 4,  2006, by and between Maui Land & Pineapple Company, Inc. and  David C. Cole (Filed as Exhibit 10.2 to Form 10-Q for the quarter  ended June 30, 2006 and incorporated herein by reference).                                                                                                                |

 

4

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| **Exhibit No.** | ** ** | ** **                                                                                                                                                                                                                                                                                                                       |
|----------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.23†          |       | Stock Option  Agreement and Stock Option Grant Notice, dated as of August 4, 2006, by  and between Maui Land & Pineapple Company, Inc. and David C.  Cole (Filed as Exhibit 10.3 to Form 10-Q for the quarter ended  June 30, 2006 and incorporated herein by reference).                      |
| 10.24†          |       | Amendment to  Stock Option Agreement, dated as of August 7, 2006, by and between Maui  Land & Pineapple Company, Inc. and Brian C. Nishida (Filed as  Exhibit 10.4 to Form 10-Q for the quarter ended June 30, 2006  and incorporated herein by reference).                                    |
| 10.25†          |       | Employment  Agreement, dated August 4, 2006, by and between Maui Land &  Pineapple Company, Inc. and Robert I. Webber (Filed as Exhibit 10.5  to Form 10-Q for the quarter ended June 30, 2006 and incorporated  herein by reference).                                                         |
| 10.26†          |       | Restricted  Stock Award Agreement and Award Grant Notice, dated as of August 7,  2006, by and between Maui Land & Pineapple Company, Inc. and  Brian C. Nishida (Filed as Exhibit 10.6 to Form 10-Q for the  quarter ended June 30, 2006 and incorporated herein by reference).                |
| 10.27†          |       | Restricted  Stock Award Agreement and Award Grant Notice, dated as of August 4,  2006, by and between Maui Land & Pineapple Company, Inc. and  Robert I. Webber (Filed as Exhibit 10.7 to Form 10-Q for the  quarter ended June 30, 2006 and incorporated herein by reference).                |
| 10.28†          |       | Restricted  Stock Award Agreement and Award Grant Notice, dated as of August 4,  2006, by and between Maui Land & Pineapple Company, Inc. and  Fred W. Rickert (Filed as Exhibit 10.8 to Form 10-Q for the quarter  ended June 30, 2006 and incorporated herein by reference).                 |
| 10.29†          |       | Form of  Award Grant Notice and Stock Option Agreement, pursuant to the Maui  Land & Pineapple Company, Inc. 2006 Equity and Incentive Award  Plan (Filed as Exhibit 10.9 to Form 10-Q for the quarter ended  June 30, 2006 and incorporated herein by reference).                             |
| 10.30†          |       | Form of  Restricted Stock Award Grant Notice and Restricted Stock Award Agreement,  pursuant to the Maui Land & Pineapple Company, Inc. 2006 Equity  and Incentive Award Plan (Filed as Exhibit 10.10 to Form 10-Q for  the quarter ended June 30, 2006 and incorporated herein by reference). |
| 10.31                |       | First  Amendment to Purchase and Sale Agreement, dated as of August 7, 2006, by  and between Maui Land & Pineapple Company, Inc. and David C.  Cole (Filed as Exhibit 10.11 to Form 10-Q for the quarter ended  June 30, 2006 and incorporated herein by reference).                           |
| 10.32                |       | Purchase and  Sale Agreement, dated August 7, 2006, by and between Maui  Land & Pineapple Company, Inc. and Duncan MacNaughton (Filed as  Exhibit 10.12 to Form 10-Q for the quarter ended June 30, 2006  and incorporated herein by reference).                                               |
| 10.33                |       | Termination  of Purchase and Sale Agreement dated August 7, 2006 between Duncan  MacNaughton and Maui Land & Pineapple Company, Inc. (Filed as  Exhibit 10.1 to Form 10-Q for the quarter ended September 30,  2006 and incorporated herein by reference).                                     |
| 10.34†          |       | Separation  of Employment Agreement between Thomas Juliano and Kapalua Land  Company, Ltd., dated October 24, 2006 and effective as of  November 3, 2006 (Filed as Exhibit 10.2 to Form 10-Q for the  quarter ended September 30, 2006 and incorporated herein by reference).                      |
| 10.35                |       | Promissory  Note issued by Maui Land & Pineapple Company, Inc. in favor of  GE Capital Public Finance, Inc., dated September 29, 2006 (Filed as  Exhibit 10.1 to Form 8-K filed October 5, 2006 and  incorporated herein by reference).                                                   |
| 10.36                |       | Guaranty  Agreement made by Maui Land & Pineapple Company, Inc. in favor  of GE Capital Public Finance, Inc., dated September 29, 2006 (Filed  as Exhibit 10.2 to Form 8-K filed October 5, 2006 and  incorporated herein by reference).                                                  |
| 10.37                |       | Loan  Agreement (Real Estate) between Bank of Hawaii and Maui Land &  Pineapple Company, Inc., dated October 1, 2006 (Filed as  Exhibit 10.1 to Form 8-K filed November 2, 2006 and  incorporated herein by reference).                                                                        |
| 10.38                |       | Mortgage,  Security Agreement, Assignment of Leases and Rents and Fixture Filing made by  Maui Land & Pineapple Company, Inc. in favor of Bank of Hawaii,  dated October 1, 2006 (Filed as Exhibit 10.2 to Form 8-K filed  November 2, 2006 and incorporated herein by reference).             |
| 10.39+               |       | Sale,  Purchase and Lease Termination Agreement, entered into on March 28,  2007. (Filed as Exhibit 10.1 to Form 10-Q for the quarter ended  March 31, 2007 and incorporated herein by reference).                                                                                                           |
| 10.40+               |       | Second  Amended and Restated Limited Liability Company Agreement of W2005  Kapalua/Gengate Hotel Holdings L.L.C., entered into on March 28, 2007  (Filed as Exhibit 10.2 to Form 10-Q for the quarter ended  March 31, 2007 and incorporated herein by reference).                                           |
| 10.41                |       | Termination  of Memorandum of Hotel Ground Lease, dated as of March 28, 2007 (Filed  as Exhibit 10.3 to Form 10-Q for the quarter ended March 31,  2007 and incorporated herein by reference).                                                                                                               |
| 10.42†          |       | Option  Agreement dated August 6, 2007 between Maui Land & Pineapple  Company, Inc. and Robert I. Webber (Filed as Exhibit 10.1 to  Form 10-Q for the quarter ended June 30, 2007 and incorporated  herein by reference).                                                                      |

 

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| **Exhibit No.** | ** ** | ** **                                                                                                                                                                                                                                                                                                                               |
|----------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.43+               |       | Exclusive  Consignment and Marketing Agreement with Calavo Growers, Inc. and Maui  Pineapple Company, Ltd. Entered into on November 2, 2007.                                                                                                                                                                              |
| 10.44*               |       | First  Amendment to Consignment and Marketing Agreement with Calavo  Growers, Inc., entered into on November 2, 2007.                                                                                                                                                                                                          |
| 10.45                |       | Loan  Agreement between Maui Land & Pineapple Company, Inc., Wells  Fargo Bank, National Association, and each of the Financial Institutions  Signatory thereto, Entered into on November 15, 2007 (Filed as  Exhibit 10.1 to Form 8-K filed November 19, 2007 and  incorporated herein by reference). |
| 10.46                |       | Fee and  Leasehold Mortgage with Absolute Assignment of Leases and Rents, Security  Agreement and Fixture Filing, Entered into on November 15, 2007 (Filed  as Exhibit 10.2 to Form 8-K filed November 19, 2007 and  incorporated herein by reference).                                                              |
| 10.47                |       | Consulting  Agreement between Maui Land & Pineapple Company, Inc., and  BC&G International LLC, entered into on April 9, 2007 (Filed as  Exhibit 10.1 to Form 8-K filed April 13, 2007 and incorporated  herein by reference).                                                                |
| 10.48                |       | Securities  Purchase Agreement between Maui Land & Pineapple Company, Inc.,  and Ohana Holdings, LLC and ZG Ventures, LLC entered into on  March 12, 2007 (Filed as Exhibit 10.1 to Form 8-K filed  March 15, 2007 and incorporated herein by reference).                                    |
| 10.49                |       | Registration  Rights Agreement between Maui Land & Pineapple Company, Inc.  and Ohana Holdings, LLC and ZG Ventures, LLC entered into on  March 12, 2007 (Filed as Exhibit 10.2 to Form 8-K filed  March 15, 2007 and incorporated herein by reference).                                     |
| 10.50**              |       | Amendment  No. 1 to Registration Rights Agreement, entered into as of  March 10, 2008.                                                                                                                                                                                                                                         |
| 11.                  |       | Statement re  computation of per share earnings. See Earnings Per Common Share under Note 1  to the Consolidated Financial Statements.                                                                                                                                                                                              |
| 21.*                 |       | Subsidiaries  of Maui Land & Pineapple Company, Inc.                                                                                                                                                                                                                                                                       |
| 23.1*                |       | Consent of  Deloitte & Touche LLP, Independent Registered Public Accounting  Firm, dated March 14, 2008.                                                                                                                                                                                                              |
| 23.2*                |       | Consent of  Deloitte & Touche LLP, Independent Auditors, dated  March 14, 2008.                                                                                                                                                                                                                                       |
| 23.3**               |       | Consent of  PricewaterhouseCoopers LLP, Independent Certified Public Accountants, dated  March 31, 2008.                                                                                                                                                                                                                            |
| 31.1**               |       | Certification  of Chief Executive Officer Pursuant to Rule 13a-14(a) /  15d-14(a) of the Securities Exchange Act of 1934.                                                                                                                                                                                                 |
| 31.2**               |       | Certification  of Chief Financial Officer Pursuant to Rule 13a-14(a) /  15d-14(a) of the Securities Exchange Act of 1934.                                                                                                                                                                                                 |
| 32.1***              |       | Certification  of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002.                                                                                                                                              |
| 99.*                 |       | Financial  Statements of Kapalua Bay Holdings, LLC as of December 31, 2007 and  2006 (Restated) and for the Years Ended December 31, 2007, 2006  (Restated) and 2005.                                                                                                                                                     |
| 99.1**               |       | W2005  Kapalua/Gengate Hotel Holdings L.L.C. Consolidated Financial Statements  December 31, 2007.                                                                                                                                                                                                                                  |

 

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*                                         Previouslyfiled with the Form 10-K filed on March 17, 2008.

 

**                                  Filed herewith.

 

***                           Furnished herewith and not “filed”for purposes of Section 18 of the Securities Exchange Act of 1934, asamended.

 

†                                          Managementcontract or compensatory plan or arrangement required to be filed as an exhibitto this Form pursuant to Item 15(c) of Form 10-K.

 

+                                         Portions ofthis exhibit have been omitted pursuant to a request for confidential treatmentunder Rule 24-b-2 of the Exchange Act. The omitted material has beenseparately filed with the Securities and Exchange Commission.

 

6

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the Registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized, on March 31,2008.

 
|     | MAUI  LAND & PINEAPPLE COMPANY, INC. |
|----------|----------------------------------------------------|
|     |                                               |   |
|     | By                                                 | /s/ DAVID C. COLE |
|     |                                               | DAVID C. COLE |
| * * | * *                                           | *President & Chief Executive  Officer* |

 

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