SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended                  December 31, 1996

               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)

         P.O. Box 187
         120 Kane Street
         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(g) of the Act:
                     Common Stock, without Par Value
                             (Title of Class)

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 3, 1997, of the voting
stock held by nonaffiliates of the registrant:  $43,408,000.

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 3, 1997
     Common Stock,
   without Par Value                  1,797,125 Shares

Documents incorporated by reference:
 Parts I, II and IV -- Portions of the 1996 Annual Report.
Part III -- Portions of the Proxy Statement, dated March 28, 1997.
Exhibit Index--pages 20-23.

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 land-holding and operating parent company as well as
its principal wholly-owned subsidiaries, Maui Pineapple Company,
Ltd., Kapalua Land Company, Ltd., Kapalua Investment Corp., Kapalua
Waste Treatment Company, Ltd., Kapalua Water Company, Ltd. and
Honolua Plantation Land Company, Inc.  The major operating
subsidiaries are 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 also participates in joint ventures which are
accounted for by the equity method.  The most significant of these
ventures are Kaahumanu Center Associates, owner and operator of a
regional shopping center, and Plantation Club Associates, developer
of residential lots.
     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 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.  It also
          includes the Company's investment in Plantation Club
          Associates and (through 1995) Kaptel Associates.
          (3)  Commercial & Property - includes Kaahumanu
          Center (investment in Kaahumanu Center Associates,
          effective May 1, 1995), the Napili Plaza shopping
          center, and non-resort rentals and land sales.  It
          also includes the Company's land entitlement and
          management activities.

(b)  Financial Information About Industry Segments
     The information set forth under Note 15 to Consolidated -
Financial Statements on page 18 of the Maui Land & Pineapple
Company, Inc. 1996 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 which provided approximately 80% of the
fruit processed in 1996.  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.TM 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 its pineapple
products is marketed through food brokers.  The Company also
sells fresh whole pineapple to retail and wholesale grocers in
Hawaii and the continental United States.  In 1996 the Company
sold fresh cut pineapple to customers in Hawaii and plans to
expand this market to other areas in the United States.  In
1996, approximately 20 domestic customers accounted for about
49% of pineapple sales.
     Export sales, primarily to Japan, Canada and Western
Europe, amounted to approximately 5.7%, 7.1% and 6.2% of total
pineapple sales in 1996, 1995 and 1994, respectively.  Sales
to the U.S. government amounted to approximately 12.5%, 13.1%
and 11.8% of total pineapple sales in 1996, 1995 and 1994,
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 United States.  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 pineapple is shipped
by air.
     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) are also a major source of
competition.  Foreign production has the advantage of lower
labor costs.  The Company's principal marketing advantage is
the high quality of its products.  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.  See also
Part I, Item 3. (A) of this report.
     See also Management's Discussion and Analysis of Results
of Operations and Financial Condition.

(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, 528 condominium units, seven residential
subdivisions, three championship golf courses, two ten-court
tennis facilities, a 22,000 square foot commercial shopping
center and over ten restaurants.  Water and waste transmission
utilities are also included in the development.
     Kapalua Land Company, Ltd. is the primary developing and
operating subsidiary of the Company's resort segment.
Approximately 766 acres are available for further development
within the Kapalua Resort.
     The Company, through subsidiaries and joint ventures,
developed the Kapalua resort, which opened in 1975 with the
Bay Course.  The Company continues its ownership of three golf
courses (The Bay, The Village and The Plantation Courses), one
tennis facility (The Tennis Garden), the shopping center
(Kapalua Shops), the land under both hotels (The Ritz-Carlton
Kapalua Hotel and The Kapalua Bay Hotel), as well as various
on-site administrative and maintenance facilities.
     The Company operates the golf and tennis facilities, the
commercial shopping center, nine retail shops, a short-term
rental program (The Kapalua Villas), and certain services to
the resort including shuttle, security and maintenance of
common areas.  Kapalua Land Company receives rental income
from the lease of the land under the hotels, restaurants, and
certain other properties.  The Kapalua Club, a membership
program for the resort's property owners, is managed by the
Company.
        The following additional wholly-owned subsidiaries of
the Company are included in the Resort segment:  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.
     Joint ventures have enabled Kapalua to proceed with some
development projects.  Plantation Club Associates is an
unincorporated joint venture between Kapalua Land Company,
Ltd. and Rolfing Partners.  It was formed in 1988 to finance
and develop 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).
Three lots in Plantation Estates Phase I and allocated
planning and off-site costs related to Plantation Estates
Phase II remain in inventory as of December 31, 1996. 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 Hotel.  In October of 1995, KIC transferred its 25%
interest in Kaptel to the major general partner, NI Hawaii
Resorts, Inc. See Note 3 to Consolidated Financial
Statements.
     The Kapalua resort faces substantial competition from
alternative visitor destinations throughout the world.
Kapalua's total room inventory accounts for approximately 11%
of the units available in West Maui, and approximately 6% of
the total inventory on Maui.  Kapalua's marketing strategies
continue to target upscale visitors with a focus on golf.
Major marketing promotions concentrate on positioning Kapalua
prominently in the market place, most significantly through
the nationally televised PGA TOUR post-season event, the
Lincoln-Mercury Kapalua International.  Lincoln-Mercury has
agreed to continue sponsorship of this event through 1998.
Advertising placements in key publications are also designed
to promote Kapalua through the travel trade, consumer, golf
and real estate media.
     See Management's Discussion and Analysis of Results of
Operations and Financial Condition.

(3)  Commercial & Property
     Kaahumanu Center is the largest retail center on Maui
with a gross leasable area (GLA) of approximately 573,000
square feet.  On December 31, 1996, 95% of the available GLA
was occupied by 120 tenants.  Kaahumanu Center faces
substantial competition from other retail centers in Kahului
and in other areas of Maui. The Kahului area has approximately
1.6 million square feet of retail space in use or under
construction.  The Center's primary competitor is the Maui
Mall which is located within one mile of Kaahumanu Center.
Additional competition can be expected from a shopping center
presently under construction.
     In June of 1993 Kaahumanu Center Associates (KCA) was
formed to finance the expansion and renovation of and to own
and operate the Kaahumanu Center.  The expansion and
renovation, which was completed in November of 1994, expanded
the Center from approximately 315,000 to 573,000 square feet
of GLA. KCA is a partnership between the Company, as general
partner, and the Employees' Retirement System of the State of
Hawaii (ERS), as a limited partner.  Effective April 30, 1995,
the Company and ERS each have a 50% ownership interest in KCA.
Prior to that, the ownership interests were 99% for the
Company and 1% for ERS.
     Napili Plaza is a 44,000 square foot retail and
commercial office center located in West Maui.  As of December
31, 1996, 80% of the GLA was occupied by 19 tenants.  Napili
Plaza faces competition from several other retail locations in
the Napili area which have approximately 201,000 total square
feet of retail area.
     The Company's land entitlement and management activities
are included in the Commercial & Property segment.  Land
entitlement is a process of obtaining the required county,
state and federal approvals to proceed with the planned
development and use of a parcel of land.  It requires meeting
all of the conditions and restrictions which are mandated
prior to such governmental approvals.  The Company actively
works with regulatory agencies and legislative bodies at all
levels of government to obtain the necessary land zoning
classifications.
     See Management's Discussion and Analysis of Results of
Operations and Financial Condition.

(4)  Employees
     In 1996 the Company employed approximately 2,160
employees.  Pineapple operations employed approximately 600
full-time and 1,040 seasonal or intermittent employees, of
which approximately 47% were covered by collective bargaining
agreements.  Resort operations employed approximately 400
employees. Approximately 12% are part-time employees and
approximately 24% were covered by collective bargaining
agreements.  The Company's Commercial & Property operations
employed approximately 80 employees, and the balance of the
employees were engaged in administrative activities.

(5)  Other Information
     The Company 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 $489,000 in 1996, $410,000
in 1995 and $375,000 in 1994.
     The Company has reviewed its compliance with Federal,
State and local provisions which regulate the discharge of
materials into the environment or otherwise relating to the
protection of the environment.  With regard to prior
operations, the Company does not expect any material future
financial impact as a result of compliance with these laws.
     The Company's method of disposing of pineapple processing
waste water utilizes underground injection wells.   The
Company's capital expenditure budget for 1997 includes $1.7
million for the completion of a system which will replace the
existing system and comply with current Federal and State
environmental laws.  As of December 31, 1996, the Company had
incurred approximately $900,000 on this project, which is
expected to be completed by May of 1997.

(d)  Financial Information About Foreign and Domestic
Operations and Export Sales.
     Export sales only arise in the pineapple company.  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.  See Note 15 to
Consolidated Financial Statements.

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 of the
preceding 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 (See Note 3 to
Consolidated Financial Statements);
 (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 such property;
 (4) a mortgage on the three golf courses at Kapalua, which
secures the Company's $15 million revolving credit
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 $5,000,000 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 which 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 the pineapple operations and
approximately 1,650 acres are designated for the Kapalua
resort.  The Kahului acreage includes offices, a can
manufacturing plant and 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
covers approximately 1,500 acres of land and expires on
December 31, 1999.  The balance of the leased property is
covered by eleven leases expiring variously through 2012.  The
aggregate land rental for these leases was $415,000 in 1996.

Item 3.   LEGAL PROCEEDINGS
     A.  Antidumping Petition.
     In June of 1994, Maui Pineapple Company, Ltd. and the
International Longshoremen's and Warehousemen's Union filed an
antidumping petition with the U. S. International Trade
Commission and the U.S. Department of Commerce.  The petition
alleged that Thai producers of canned pineapple were violating
U.S. and international trade laws by selling their products in
the United States 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 U.S. Department of Commerce
completed its portion of the investigation, concluding that
imports of canned pineapple from Thailand were being sold in
the United States 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 U.S. International Trade Commission
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
U.S. Department of Commerce and U. S. International Trade
Commission, antidumping duties were imposed on all imports of
canned pineapple fruit from Thailand into the United States,
with cash duty deposits ranging from 2% to 51%.
     The Thai respondents appealed the dumping calculations of
the Department of Commerce to the U.S. Court of International
Trade.  Maui Pineapple filed a cross appeal concerning one
element of the Department's determination.  On November 8,
1996, the United States Court of International Trade announced
its decision regarding appeals filed by the Thai respondents.
The Court remanded certain issues back to the Department of
Commerce for recalculation. In one of the issues, the Court
ruled that the Department of Commerce's 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 Court's decision on this
issue, which could substantially reduce the duties being
imposed, and is preparing to appeal the case to the Court of
Appeals for the Federal Circuit.  The appeal process is
expected to take between 12 to 18 months.  During this time,
duties at the rates originally determined by the Commerce
Department will continue to be imposed on canned pineapple
imported into the United States from Thailand.
     B.  Arosi Litigation.
     On July 10, 1996, Arosi Hawaii, Inc. ("Arosi") filed a
complaint against Maui Land & Pineapple Company, Inc. ("MLP")
and two of its officers, Don Young and Paul J. Meyer, entitled
Arosi Hawaii, Inc. v. Maui Land & Pineapple Company, Inc., et
al., Civil No. 96-0871(1) (Circuit Court of the Second
Circuit, State of Hawaii).  The complaint alleges that MLP's
exercise of a contractual first refusal right tortiously
interfered with Arosi's attempt to purchase the Kapalua Bay
Hotel and Villas.  Arosi had entered into an agreement to
purchase the hotel from KBH Operations Limited Partnership
("KBH").  That agreement expressly acknowledged MLP's
preexisting first refusal right and provided that the proposed
purchase was subject to such right.  The agreement also
provided that Arosi could either hold the purchase in suspense
or terminate the agreement and receive its escrow deposit back
in the event that MLP exercised its first refusal right.  MLP
exercised its contractual first refusal right.  Arosi then
voluntarily terminated its agreement with KBH and recovered
its escrow deposit.  Thereafter, KBH filed a Chapter 11
bankruptcy proceeding, during which KBH explained that it
filed for bankruptcy to permit the sale of the hotel without
further dispute with MLP concerning its exercise of the first
refusal right.  The hotel was sold to a third party pursuant
to a bankruptcy court order and stipulations among KBH, MLP
and other parties.  After closing the sale of the hotel, KBH
dismissed the bankruptcy case.  Arosi filed the complaint
against MLP and two of its officers shortly after agreement
was reached on the sale of the hotel and the related
stipulations.  Arosi did not assert a right to purchase the
hotel during the bankruptcy proceeding.  Management believes
that Arosi's complaint is without merit and intends to defend
the lawsuit vigorously.  The litigation is still in its
preliminary stages.


Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          None.

PART II
Item 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
SECURITY HOLDER MATTERS
     The information set forth under the caption "Common
Stock" on page 19 of the Maui Land & Pineapple Company, Inc.
1996 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. 1996 Annual Report is incorporated herein by
reference.

Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
     "Management's Discussion and Analysis of Results of
Operations and Financial Condition" on pages 21 through 23 of
the Maui Land & Pineapple Company, Inc. 1996 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. 1996 Annual Report are incorporated herein by
reference.

Item 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
          None.
PART III
Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
     The information set forth under the captions "Section
16(a) Beneficial Ownership Reporting Compliance" and "Election
of Directors" on pages 6 through 8 of the Maui Land &
Pineapple Company, Inc. Proxy Statement, dated March 28, 1997,
is incorporated herein by reference.  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 term of the executive
officers expires in May of 1997 or at such time as their
successors are elected.
     Gary L. Gifford (49), President and Chief Executive
Officer since 1995; Executive Vice President/Resort from 1987
to 1995.
     Paul J. Meyer (49), Executive Vice President/Finance
since 1984.
     Douglas R. Schenk (44), 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 (49), 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 (41), Vice President/Retail Property
since 1995; General Manager of Kaahumanu Center from 1989 to
1995.
     Warren A. Suzuki (44), Vice President/Land Management
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 11.  EXECUTIVE COMPENSATION
     The information set forth under the caption "Executive
Compensation" on pages 9 through 13 and under the subcaption
"Directors' Meetings and Committees" on pages 8 to 9 of the Maui
Land & Pineapple Company, Inc. Proxy Statement, dated March 28,
1997, is incorporated herein by reference.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
     The information set forth under the caption "Security
Ownership of Certain Beneficial Owners and Management" on pages 4
through 6 of the Maui Land & Pineapple Company, Inc. Proxy
Statement, dated March 28, 1997, is incorporated herein by
reference.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
     The information set forth under the caption "Compensation
Committee Interlocks and Insider Participation" on page 13 of the
Maui Land & Pineapple Company, Inc. Proxy Statement, dated March
28, 1997, is incorporated herein by reference.

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, 1996 and 1995
     Consolidated Statements of Operations and Retained Earnings for
the Years Ended December 31, 1996, 1995 and 1994
     Consolidated Statements of Cash Flows for the Years Ended
          December 31, 1996, 1995 and 1994
     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 are filed herewith:
     II.  Valuation and Qualifying Accounts.
     The Financial Statements of Kaahumanu Center Associates for the
Years Ended December 31, 1996, 1995 and 1994 are filed as exhibits.
     The Financial Statements of Kaptel Associates for the Year
Ended December 31, 1994 are filed as exhibits.
a) (3)  Exhibits
     Exhibits are listed in the "Index to Exhibits" found on pages
20 to 23 of this Form 10-K.

     (b) (3)  Reports on Form 8-K
     A report on Form 8-K dated November 8, 1996 and filed on
November 19, 1996, included Item 5, Other Information, and no
financial statements.



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,
1996 and 1995 and for each of the three years in the period ended
December 31, 1996, and have issued our report thereon dated
February 7, 1997; such consolidated financial statements and report
are included in your 1996 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 7, 1997

<TABLE>

                                                                SCHEDULE II

                    MAUI LAND & PINEAPPLE COMPANY, INC.
                              AND SUBSIDIARIES

                     VALUATION AND QUALIFYING ACCOUNTS
            FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<CAPTION>


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

Allowance for
 Doubtful Accounts
<S>               <C>           <C>         <C>         <C>           <C>
    1996          $573          $440        $  --       $(315)        $698

    1995           422           385        (101)(a)     (133)         573

    1994          $261          $171        $  --       $ (10)        $422


(a)  adjustment as of 4/30/95 for the exclusion of formerly consolidated amounts
resulting from the conversion to the equity method of accounting for Kaahumanu
Center Associates. See Note 3 to Consolidated Financial Statements.

(b)  write off of uncollectible accounts.

</TABLE>
                                   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 26, 1997                 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 26, 1997
        Mary C. Sanford
    Chairman of the Board


By  /S/ RICHARD H. CAMERON               Date      March 26, 1997
    Richard H. Cameron
        Vice Chairman of the Board


By  /S/ PAUL J. MEYER                    Date      March 26, 1997
        Paul J. Meyer
        Executive Vice President/Finance
        (Principal Financial Officer)

By  /S/ TED PROCTOR                       Date      March 26, 1997
        Ted Proctor
        Controller & Assistant Treasurer
        (Principal Accounting Officer)

By  /S/ PETER D. BALDWIN                  Date      March 26, 1997
        Peter D. Baldwin
        Director

By  /S/ SAMUEL K. HIMMELRICH, SR.         Date      March 26, 1997
        Samuel K. Himmelrich, Sr.
        Director

By  /S/ RANDOLPH G. MOORE                 Date      March 26, 1997
        Randolph G. Moore
        Director

By  /S/ FRED E. TROTTER III               Date      March 26, 1997
        Fred E. Trotter III
        Director

                            INDEX TO EXHIBITS

The exhibits designated by an asterisk (*) are filed herein.  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 4/19/79).
         Exhibit 3 to Form 10-K for the year ended December 31,
         1980.
 3 (ii)  By Laws (Amended as of 2/26/88).  Exhibit (3ii) to Form
         10-Q for the quarter ended September 30, 1994.

10.      Material Contracts
10.1(i)* Amended and Restated Revolving Credit and Term Loan
         Agreement, dated as of December 4, 1996.

10.2(i)  Limited Partnership Agreement of Kaahumanu Center
         Associates, dated June 18, 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.

10.3(i)  Note Purchase Agreement between John Hancock Mutual Life
         Insurance Company and Maui Land & Pineapple Company,
         Inc., dated September 9, 1993. Exhibit (10)A to Form 10-Q
         for the quarter ended September 30, 1993.
   (ii)  First Amendment to Note Purchase Agreement dated as of
         March 30, 1994.  Exhibit (10)A to Form 10-Q for the
         quarter ended March 31, 1994.
  (iii)  Second Amendment to Note Purchase Agreement, dated as of
         November 13, 1995.  Exhibit 10.3(iii) to Form 10-K for
         the year ended December 31, 1995.
   (iv)* Waiver To Note Purchase Agreement, dated as of December
         31, 1996.

10.4(i)  The following relate to the Ritz-Carlton Kapalua Hotel:
         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.

10.5     Partnership Agreement of Plantation Club Associates,
         dated November 10, 1988. Exhibit (10)A to Form 10-K for
         the year ended December 31, 1988.

10.6*    Mortgage, Security Agreement and Financing Statement,
         dated November 27, 1996.

10.7     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.

10.8(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.

10.9(i)  Letter to Mr. Darrell D. Friedman from Mary Cameron
         Sanford dated April 29, 1996.  Exhibit (10)A to Form 10-Q
         for the quarter ended March 31, 1996.
   (ii)  Letter to Mary Cameron Sanford from Darrell D. Friedman
         dated April 30, 1996.  Exhibit (10)B to Form 10-Q for the
         quarter ended March 31, 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. 1996 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, Ltd.

27.*     Financial Data Schedule.
         As of December 31, 1996 and for the year then ended.


99.      Additional Exhibits.

99.1*    Financial Statements of Kaahumanu Center Associates for
         the years ended December 31, 1996, 1995 and 1994.

99.2         Financial Statements of Kaptel Associates for the
         years ended December 31, 1994 and 1993.  Exhibit 99.1 to
         Form 10-K for the year ended December 31, 1994.