1
  

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549


                           FORM 10-Q


        Quarterly Report Pursuant to Section 13 or 15(d)
                 of the Securities Act of 1934


For the quarter ended March 31, 1998  Commission File Number 33-24180


                    AMFAC/JMB HAWAII, L.L.C.
     (Exact name of registrant as specified in its charter)


                Hawaii                   36-3109397
   (State  of organization)   (I.R.S. Employer Identification No.)


For the quarter ended March 31, 1998   Commission File Number 33-24180-01

                    AMFAC/JMB FINANCE, INC.
     (Exact name of registrant as specified in its charter)


                Illinois                  36-3611183
     (State of organization)    (I.R.S. Employer Identification  No.)


  900 N. Michigan Ave., Chicago, Illinois             60611
(Address of principal executive office)             (Zip Code)


Registrant's telephone number, including area code  312-440-4800


See Table of Additional Registrants Below.


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

As  of  May 12, 1998, all of Amfac/JMB Hawaii L.L.C.'s membership
interest  is solely owned by Northbrook Corporation, an  Illinois
corporation, and not traded on a public market.

As  of May 12, 1998, Amfac/JMB Finance, Inc. had 1,000 shares  of
Common Stock outstanding.  All such Common Stock is owned by  its
respective parent and not traded on a public market.


                   ADDITIONAL REGISTRANTS (1)

                                                     Address, including,
                                                     zip code,
Exact name of      State or other   IRS              and telephone number,
registrant as      jurisdiction of  Employer         including area code of
specified in its   incorporation or Identification   registrant's principal
Charter            organization     Number           executive offices

Amfac Land         Hawaii           99-0185633       900 North Michigan Avenue
 Company, Limited.                                   Chicago, Illinois 60611
                                                     312/440-4800

Amfac Property     Hawaii           99-0150751       900 North Michigan Avenue
 Development Corp.                                   Chicago, Illinois 60611
                                                     312/440-4800

Amfac Property     Hawaii           99-0202331       900 North Michigan Avenue
 Investment                                          Chicago, Illinois 60611
 Corp.                                               312/440-4800

H. Hackfeld        Hawaii           99-0037425       900 North Michigan Avenue
 & Co., Ltd.                                         Chicago, Illinois 60611
                                                     312/440-4800

Kaanapali Estate   Hawaii           99-0176334       900 North Michigan Avenue
 Coffee, Inc.                                        Chicago, Illinois 60611
                                                     312/440-4800

Kaanapali Water    Hawaii           99-0185634       900 North Michigan Avenue
 Corporation                                         Chicago, Illinois 60611
                                                     312/440-4800

Kekaha Sugar       Hawaii           99-0044650       900 North Michigan Avenue
 Company,                                            Chicago, Illinois 60611
 Limited                                             312/440-4800


The Lihue          Hawaii           99-0046535       900 North Michigan Avenue
 Plantation                                          Chicago, Illinois 60611
 Company,                                            312/440-4800
 Limited

Oahu Sugar         Hawaii           99-0105277       900 North Michigan Avenue
 Company,                                            Chicago, Illinois 60611
 Limited                                             312/440-4800

Pioneer Mill       Hawaii           99-0105278       900 North Michigan Avenue
 Company,                                            Chicago, Illinois 60611
 Limited                                             312/440-4800

Puna Sugar         Hawaii           99-0051215       900 North Michigan Avenue
 Company,                                            Chicago, Illinois 60611
 Limited                                             312/440-4800

Waiahole           Hawaii           99-0144307       900 North Michigan Avenue
 Irrigation                                          Chicago, Illinois 60611
 Company,                                            312/440-4800
 Limited

Waikele Golf       Hawaii           99-0304744       900 North Michigan Avenue
 Club, Inc.                                          Chicago, Illinois 60611
                                                     312/440-4800


1)  The    Additional   Registrants   listed   are   wholly-owned
    subsidiaries  of  the registrant and are  guarantors  of  the
    registrant's  Certificate  of  Land  Appreciation  Notes  due
    2008.



                       TABLE OF CONTENTS




PART I   FINANCIAL INFORMATION


Item 1.  Financial Statements                                       4

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                       24






<TABLE>
PART I.  FINANCIAL INFORMATION
     ITEM 1.  Financial Statements
                         AMFAC/JMB HAWAII, L.L.C.

                       Consolidated Balance Sheets

                  March 31, 1998 and December 31, 1997
                         (Dollars in Thousands)
                              (Unaudited)

                              A S S E T S
<CAPTION>
                                           March 31,      December 31,
                                             1998                1997
                                         --------------   --------------
<S>                                      <C>                <C>
A S S E T S
Current assets:
 Cash and cash equivalents                 $11,341             9,115
 Receivables-net                             5,333             6,743
 Inventories                                69,206            61,469
 Prepaid expenses                            2,736             2,648
                                          --------           --------
     Total current assets                   88,616            79,975
                                          --------           --------
Investments                                 46,721            46,496
                                          --------           --------
Property, plant and equipment:
 Land and land improvements                262,094           262,233
 Machinery and equipment                    63,594            63,497
 Construction in progress                    1,370             1,035
                                          --------           --------
                                           327,058           326,765
 Less accumulated depreciation
 and amortization                           40,256            38,726
                                          --------           --------
                                           286,802            288,039
                                          --------           --------
Deferred expenses, net                      11,564             11,872
Other assets                                37,866             37,863
                                          --------           --------
                                        $  471,569            464,245
                                         ==========         ==========
L I A B I L I T I E S
Current liabilities:
 Accounts payable                       $    6,567             6,289
 Accrued expenses                            7,395             9,213
 Current portion of
 long-term debt                             11,246            11,243



                            AMFAC/JMB HAWAII, L.L.C.

                    Consolidated Balance Sheets - Continued

                      March 31, 1998 and December 31, 1997
                             (Dollars in Thousands)
                                  (Unaudited)

                                          March 31,        December 31,
                                            1998               1997
                                       -------------      -------------
 Current portion of
 deferred income taxes                       6,824             4,325
 Amounts due to affiliates                  11,019            10,719
                                          --------           --------
 Total current liabilities                  43,051            41,789
                                          --------           --------
Amounts due to affiliates                  143,566           125,290
Accumulated postretirement
benefit obligation                          53,495            54,375
Long-term debt                              93,846            94,312
Other long-term liabilities                 34,863            34,525
Deferred income taxes                       81,148            84,151
Certificate of Land
Appreciation Notes                         220,692           220,692
                                          --------           --------
 Total liabilities                         670,661           655,134
                                          --------           --------
Commitments and contingencies
(notes 2, 3, 4, 6, 7 and 8)


S T O C K H O L D E R `S  E Q U I T Y  (D E F I C I T )

Common stock, no par value;
 authorized, issued and
 outstanding 1,000 shares                        1                  1
Additional paid-in capital                  (8,307)            14,384
Retained earnings (deficit)               (190,786)          (205,274)
                                         ---------           ---------

 Total stockholder's equity
 (deficit)                                (199,092)          (190,889)
                                         ---------           ---------
                                        $  471,569            464,245
                                         ============       ===========

<FN>
   The accompanying notes are an integral part of the consolidated financial
   statements.
</TABLE>

<TABLE>
                    AMFAC/JMB HAWAII, L.L.C.
             Consolidated Statements of Operations
           Three Months Ended March 31, 1998 and 1997
                     (Dollars in Thousands)
                          (Unaudited)
<CAPTION>
                                 1998     1997
                               -------  -------
<S>                            <C>     <C>
Revenue:
 Agriculture                  $   917      675
 Property                       8,309    8,808
                              -------   -------
                                9,226    9,483
                              -------   -------
Cost of sales:
 Agriculture                    1,559      769
 Property                       4,352    5,738
                               -------  -------
                                5,911    6,507
Operating expenses:
 Selling, general
 and administrative             2,264    3,066
 Depreciation and
 amortization                   1,659    1,515
                               -------  -------
Total costs and expenses        9,834   11,088

Operating income(loss)           (608)  (1,605)
                               -------  -------
Non-operating income
(expenses):
 Amortization of
  deferred costs                 (308)    (419)
 Interest expense              (7,882)  (6,676)
 Interest income                   91       41
                               -------  -------
                               (8,099)  (7,054)
                               -------  -------
 Loss before taxes             (8,707)  (8,659)
                               -------  -------
 Income tax benefit            (3,343)  (3,314)
                               -------  -------
 Net loss                     $(5,364)  (5,345)
                              ======== ========
<FN>
 The  accompanying  notes are an integral part of the  consolidated  financial
statements.
</TABLE>


<TABLE>
                    AMFAC/JMB HAWAII, L.L.C.

             Consolidated Statements of Cash Flows

           Three Months Ended March 31, 1998 and 1997

                     (Dollars in Thousands)
                          (Unaudited)
<CAPTION>
                                                   1998            1997
                                                 --------        --------
<S>                                             <C>            <C>
Cash flows from operating activities:
 Net loss                                        $(5,364)        (5,345)
 Items not requiring (providing) cash:
   Depreciation and amortization                   1,659          1,515
   Amortization of deferred costs                    308            419
   Equity in earnings of investments                  14             10
   Income tax benefit                             (3,343)        (3,314)
   Deferred interest                                 250            268
   Interest on advances from affiliates            3,362          2,469

Changes in:
   Receivables - net                               1,410            772
   Inventories                                    (7,409)        (4,073)
   Prepaid expenses                                  (88)          (400)
   Accounts payable                                  278            618
   Accrued expenses                               (1,818)        (1,339)
   Amounts due to affiliates                         300            677
   Other long-term liabilities                      (880)        (1,427)
                                                  --------       --------
   Net cash used in
    operating  activities                        (11,321)        (9,150)
                                                  --------       --------
Cash flows from investing activities:
 Property additions                                 (759)          (116)
 Property sales, disposals and
   retirements - net                                   9             --
 Investments in joint ventures
 and partnerships                                   (239)          (110)
 Other assets                                         (3)        (3,432)
 Other long-term liabilities                          88           (505)
                                                  --------       --------


                    AMFAC/JMB HAWAII, L.L.C.

          Consolidated Statement of Cash Flows - Continued

             Three Months Ended March 31, 1998 and 1997
                    (Dollars in Thousands)
                         (Unaudited)

                                                      1998        1997
                                                     -------     -------
   Net cash  used in investing activities             (904)      (4,163)
                                                    --------     --------
Cash flows from financing activities:
 Deferred expenses                                      --         (216)
 Net (repayments)proceeds of
 long-term debt                                       (463)       4,987
 Net amounts due to affiliates                      14,914        7,714
                                                   ---------     --------
 Net cash provided by financing activities          14,451       12,485
                                                   ---------     --------
 Net decrease in cash and cash
 equivalents                                         2,226         (828)
 Cash and cash equivalents,
 beginning of year                                   9,115        8,736
                                                   ---------     --------
 Cash and cash equivalents,
 end of period                                     $11,341        7,908
                                                   =========     ========
Supplemental disclosure of cash flow
information:
 Cash paid for interest
 (net of amount capitalized)                       $ 7,773        6,543
                                                  =========      ========
 Schedule of non-cash investing and
 financing activities:
 Transfer of property actively held
 for sale to real estate inventories
 and accrued costs relating to real
 estate sales                                     $   328         2,873
                                                  =========     ========
<FN>
The  accompanying  notes  are  an integral part of  the  consolidated  financial
statements.
</TABLE>

                     AMFAC/JMB HAWAII, L.L.C.

           Notes to Consolidated Financial Statements

                    March 31, 1998 and 1997

                        (Dollars in Thousands)

Readers   of   this   quarterly   report   should   refer   to   the   Company's
audited    financial   statements   for   the   fiscal   year   ended   December
31,   1997,   which   are  included  in  the  Company's  1997   Annual   Report,
as     certain     footnote     disclosures    which     would     substantially
duplicate    those    contained   in   such   audited    financial    statements
have been omitted from this report.

(1)  BASIS OF ACCOUNTING

       Amfac/JMB   Hawaii,   L.L.C.  (the  "Company")  is   a   Hawaii   limited
liability    company.     The    Company   is   wholly-owned    by    Northbrook
Corporation.   The   primary   business   activities   of   the   Company    are
land     development     and     sales,    golf    course     management     and
agriculture.   The   Company   owns   approximately   43,000   acres   of   land
located   on   the   islands   of  Oahu,  Maui,  Kauai   and   Hawaii   in   the
State   of   Hawaii.    All   of   this  land   is   held   by   the   Company's
wholly-owned   subsidiaries.   In   addition   to   its   owned    lands,    the
Company   leases   approximately   55,000   acres   of   land   used   primarily
in    conjunction   with   its   agricultural   operations.     The    Company's
operations are subject to significant government regulation.

     The   Company   is   the   successor  to  Amfac/JMB  Hawaii,   Inc.   ("A/J
Hawaii").    On   March   3,  1998,  A/J  Hawaii  was  merged   (the   "Merger")
with   and   into   the   Company  pursuant  to  an  Agreement   and   Plan   of
Merger   dated   February   27,   1998   (the   "Merger   Agreement")   by   and
between    A/J    Hawaii    and   the   Company   (which    was    then    named
Amfac/JMB   Mergerco,   L.L.C.).   The  Merger   was   consummated   to   change
the   Company's   form   of   entity   from   a   corporation   to   a   limited
liability    company.     The    Company    was    a    nominally    capitalized
limited   liability   company   which  was  formed   on   December   24,   1997,
solely    for    the   purpose   of   effecting   the   Merger.   The    Company
succeeded   to   all   the   assets   and   liabilities   of   A/J   Hawaii   in
accordance    with    the   Hawaii   Business   Corporation    Act    and    the
Hawaii   Uniform   Limited   Liability   Company   Act.    In   addition,    A/J
Hawaii,    the   Company,   The   First   National   Bank   of   Chicago    (the
"Trustee")     and    various    guarantors    entered     into     a     Second
Supplemental   Indenture   dated   as   of   March   1,   1998,   pursuant    to
which   the   Company   expressly  assumed  all  obligations   of   A/J   Hawaii
under   the   Indenture   dated  as  of  March  14,  1989,   as   amended   (the
"Indenture")    by    and   among   A/J   Hawaii,   the    Trustee    and    the
guarantors     named     therein     and    the     Certificates     of     Land
Appreciation   Notes  due  2008  Class  A  (the  "Class  A   COLAS")   and   the
Certificates   of   Land   Appreciation   Notes   Class   B   (the   "Class    B
COLAS"   and,   collectively,   with   the   Class   A   COLAS   the   "COLAS").
The   Merger   did   not   require  the  consent   of   the   holders   of   the
COLAS    under    the    terms   of   the   Indenture.     The    Company    has
succeeded     to    A/J    Hawaii's    reporting    obligations    under     the
Securities    Exchange   Act   of   1934,   as   amended.    Unless    otherwise
indicated,   references  to  the  Company  prior  to   March   3,   1998   shall
mean A/J Hawaii and A/J Hawaii's subsidiaries.

        The    Company    has    two    primary    business    segments.     The
agriculture     segment     ("Agriculture")    is    responsible     for     the
Company's   activities   related   to  the   cultivation   and   processing   of
sugar    cane    and   other   agricultural   products.    The    real    estate
segment    ("Property")    is   responsible   for    development    and    sales
activities   related   to   the  Company's  owned  land,   all   of   which   is
in   the   State   of   Hawaii,  and  the  management  and  operation   of   the
Company's golf course facilities.

        The    consolidated   financial   statements   include   the    accounts
of   the   Company   and   its   wholly-owned  subsidiaries.   All   significant
intercompany    balances   and   transactions   have    been    eliminated    in
consolidation.



                      AMFAC/JMB HAWAII, L.L.C.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

       The   Company's   policy   is  to  consider   all   amounts   held   with
original   maturities   of   three   months   or   less   in   U.S.   Government
obligations,    certificates    of    deposit    and    money    market    funds
(approximately   $8,963   and   $5,400  at   March   31,   1998   and   December
31,    1997,    respectively)   as   cash   equivalents,   which    approximates
market.    These   amounts   include   $1,476   and   $2,067   at   March    31,
1998    and   December   31,   1997,   respectively,   which   were   restricted
primarily   to   fund   debt  service  on  long-term   debt   related   to   the
acquisition of power generation equipment (see note 4).

       As   part   of   the  Company's  agriculture  operations,   the   Company
enters   into   commodities  futures  contracts  and   options   in   sugar   as
deemed     appropriate    to    reduce    the    risk    of     future     price
fluctuations   in   sugar.    The   sugar   futures   contracts   obligate   the
Company   to   make  or  receive  a  payment  equal  to  the   net   change   in
value    of    the    contracts   at   its   maturity.    The    sugar    option
contracts   permit,   but   do   not   require,   the   Company   to    purchase
specified   numbers   of   futures   contracts   at   specified   prices   until
the    expiration   dates   of   the   contracts.    The   sugar   futures   and
options   contracts   are   designated  as  hedges   of   the   Company's   firm
sales   commitments,   are   short-term  in  nature   to   correspond   to   the
commitment    period,   and   are   effective   in   hedging    the    Company's
exposure to changes in sugar prices during that cycle.

        Investments   in   certain   partnerships   and   joint   ventures,   if
any,   over   which   the   Company   exercises   significant   influence    are
accounted   for   by   the   equity  method.   To   the   extent   the   Company
engages   in   such   activities  as  a  general   partner,   the   Company   is
contingently    liable   for   the   obligations   of   its   partnership    and
joint venture investments.

     Project    costs    associated    with   the    acquisition,    development
and    construction    of   real   estate   projects   are    capitalized    and
classified    as    construction   in   progress.    Such   capitalized    costs
are   not   in   excess   of   the   project's   estimated   fair   value,    as
reviewed periodically or as considered necessary.

        Land    actively   held   for   sale   and   any   related   development
costs   transferred   from   construction   in   progress   are   reported    as
inventories    in   the   accompanying   consolidated   balance    sheets    and
are stated at the lower of cost or fair value less costs to sell.

        For    financial    reporting   purposes,   the   Company    uses    the
effective    interest    rate    method   and   accrued    interest    on    the
Certificate   of   Land   Appreciation  Notes   due   2008   ("COLAS")   at   4%
per annum, which is the "Mandatory Base Interest" (see note 3).

        Interest    is    capitalized   to   qualifying   assets    (principally
real   estate   under   development)  during  the  period   that   such   assets
are    undergoing   activities   necessary   to   prepare   them    for    their
intended   use.    Such   capitalized   interest   is   charged   to   cost   of
sales   as   revenue   from   the   real  estate  development   is   recognized.
Interest   cots   of   $152   and   $358   have   been   capitalized   for   the
three months ended March 31, 1998 and 1997, respectively.

       Net   interest   received   (paid)   on   contracts   that   qualify   as
hedges    is    recognized   over   the   life   of   the   contract    as    an
adjustment   to   interest   income   (expense)   of   the   hedged    financial
instrument.


                         AMFAC/JMB HAWAII, L.L.C.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)


     The   Company   and   its   subsidiaries  report  their   taxes   as   part
of     the    consolidated    tax    return    of    the    Company's    parent,
Northbrook.    The   Company  and  its  subsidiaries   have   entered   into   a
tax    indemnification    agreement    with    Northbrook    that    indemnifies
the   Company   and   its  subsidiaries  for  responsibility   for   all   past,
present    and    future    federal   and   state   income    tax    liabilities
(other    than    income    taxes   which   are   directly    attributable    to
cancellation   of   indebtedness   income   caused   by   the   repurchase    or
redemption   of   securities   as   provided   for   in   or   contemplated   by
the Repurchase Agreement).

        Current    and   deferred   taxes   have   been   allocated    to    the
Company   as   if   the   Company  were  a  separate  taxpayer   in   accordance
with   the   provisions   of   SFAS  No.  109-Accounting   for   Income   Taxes.
However,   to   the   extent  the  tax  indemnification   agreement   does   not
require   the   Company   to   actually  pay   income   taxes,   current   taxes
payable   or   receivable   have   been  reflected   as   deemed   contributions
or    distributions,   respectively,   to   additional   paid-in   capital    or
distributions    to   retained   earnings   (deficit)   in   the    accompanying
consolidated financial statements.

        The   preparation   of   financial   statements   in   conformity   with
generally    accepted    accounting   principles    requires    management    to
make    estimates   and   assumptions   that   affect   the   amounts   reported
in    the    financial    statements    and    accompanying    notes.     Actual
results could differ from those estimates.

       Certain   amounts   in   the   1997  financial   statements   have   been
reclassified to conform to the 1998 presentation.

(2)  AMOUNTS DUE TO AFFILIATES - FINANCING

        The    approximately    $15,097    of   remaining    acquisition-related
financing   owed   to  affiliates  had  a  maturity  date  of   June   1,   1998
and   bore   interest   at   a   rate   per   annum   based   upon   the   prime
interest rate (8.5% at March 31, 1998), plus 1%.

        On    June    1,    1995,    the   Company   borrowed    $52,000    from
Northbrook    to   redeem   Class   A   COLAS   pursuant   to   the   Redemption
Offer   (see   note   3).    The   Company  has  also   borrowed   approximately
$18,746   and   $9,814   during   1996   and   1995,   respectively,   to   fund
COLA    Mandatory    Base    Interest    payments    and    other    operational
needs.    The    loans   from   Northbrook   were   payable    interest    only,
matured   on   June   1,   1998  and  carried  an  interest   rate   per   annum
equal to the prime interest rate plus 2%.

       In   February   1997  the  above  noted  affiliate  loans,   along   with
certain   other   amounts   due   Northbrook,  were   converted   into   a   new
$104,759   ten-year   note   payable.  The  new   note   is   payable   interest
only   and   accrues  interest  at  the  prime  rate  plus   2%.   The   Company
borrowed   an   additional   $16,628  during  1997  and   $14,914   during   the
three   months   ended   March   31,  1998   to   fund   COLA   Mandatory   Base
Interest    payments   and   other   operational   needs   from   a   subsidiary
of    Northbrook   under   a   separate   note   which   is   payable   interest
only   and   accrues  at  the  prime  rate  plus  2%.  The  total   amount   due
Northbrook   and   its   subsidiary  as  of  March  31,   1998   was   $143,566,
which    includes    accrued    interest   of   $1,702.    Pursuant    to    the
Indenture    relating    to    the   COLAS,   the    amounts    borrowed    from
Northbrook are considered "Senior Indebtedness" to the COLAS.

 
                         AMFAC/JMB HAWAII, L.L.C.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

(3)  CERTIFICATE OF LAND APPRECIATION NOTES

        The   COLAS   are   unsecured   debt   obligations   of   the   Company.
Interest   on   the   COLAS  is  payable  semi-annually  on  February   28   and
August   31   of   each   year.   The  COLAS  mature  on  December   31,   2008,
and   bear   interest   after  the  Final  Issuance  Date  (August   31,   1989)
at   a   rate   of   10%  per  annum  ("Base  Interest")  of   the   outstanding
principal    balance   of   the   COLAS   on   a   cumulative,    non-compounded
basis,    of   which   6%   per   annum   is   contingent   ("Contingent    Base
Interest")   and   payable  only  to  the  extent  of   Net   Cash   Flow   (Net
Cash   Flow   for  any  period  is  generally  an  amount  equal   to   90%   of
the    Company's    net   cash   revenues,   proceeds   and    receipts    after
payment    of    cash   expenditures,   including   the   Qualified    Allowance
(as   defined)   other   than  federal  and  state  income   taxes   and   after
the   establishment   by   the   Company  of  reserves)   or   Maturity   Market
Value    (as    defined   below).   The   Company   has    not    generated    a
sufficient   level   of   Net  Cash  Flow  to  pay  Contingent   Base   Interest
on   the   COLAS   from   1990   through   the   current   date.   Approximately
$103,097   of   the   $110,721   cumulative  deficiency   of   Contingent   Base
Interest    related   to   the   period   from   August    31,    1989    (Final
Issuance   Date)   through  March  31,  1998  has  not  been  accrued   in   the
accompanying    consolidated    financial    statements    as    the     Company
believes   that   it   is  not  probable  at  this  time   that   a   sufficient
level   of   Net   Cash  Flow  will  be  generated  in  the   future   or   that
there   will   be   sufficient  Maturity  Market  Value   (as   defined   below)
as   of   December   31,   2008   (the  COLA  maturity   date)   to   pay   such
unaccrued    Contingent   Base   Interest.   The   following    table    is    a
summary    of   Mandatory   Base   Interest   and   Contingent   Base   Interest
for   the   three   months   ended  March  31,   1998   and   the   year   ended
December 31, 1997:

                                          1998      1997
                                          -----    ------
Mandatory Base Interest paid         $    4,414     8,828
Contingent Base Interest paid                --        --
Cumulative deficiency of Contingent
  Base Interest at end of period     $  110,721   107,411

Net Cash Flow was $0 for 1997 and is expected to be $0 for 1998.
     
     In   each   calendar   year,  principal  reductions  may   be   made   from
remaining   Net   Cash   Flow,   if  any,  in  excess   of   all   current   and
unpaid   deferred   Contingent  Base  Interest  and  will   be   made   at   the
election    of   the   Company   (subject   to   certain   restrictions).    The
COLAS   will   bear   additional  contingent  interest  in   any   year,   after
any   principal   reduction,  equal  to  55%  of  remaining   Net   Cash   Flow.
Upon   maturity,   holders   of  COLAS  will  be   entitled   to   receive   the
remaining   outstanding   principal   balance   of   the   COLAS   plus   unpaid
Mandatory   Base   Interest   (4%)   plus   additional   interest    equal    to
the    unpaid    Contingent   Base   Interest,   to   the    extent    of    the
Maturity   Market   Value   (Maturity   Market   Value   generally   means   90%
of   the   excess   of   the   Fair   Market   Value   (as   defined)   of   the
Company's    assets    at    maturity   over    its    liabilities    (including
Qualified   Allowance,   but   only   to   the   extent   earned   and   payable
from   Net   Cash   Flow   generated  through  maturity)  at   maturity,   which
liabilities     have     been     incurred    in     connection     with     its
operations), plus 55% of the remaining Maturity Market Value.
                             

                         AMFAC/JMB HAWAII, L.L.C.

     Notes to Consolidated Financial Statements - Continued

                        (Dollars in Thousands)

       On   March   14,  1989,  Amfac/JMB  Finance,  Inc.  ("AJF"),  a   wholly-
owned   subsidiary   of   Northbrook,  and   the   Company   entered   into   an
agreement      (the      "Repurchase      Agreement")      concerning      AJF's
obligations   to   repurchase,   on  June  1,   1995   and   1999,   the   COLAS
upon   request   of   the   holders  thereof.   The   COLAS   were   issued   in
two   units   consisting   of  one  Class  A  and  one   Class   B   COLA.    As
specified    in    the   Repurchase   Agreement,   the   repurchase    of    the
Class   A   COLAS   may   have   been  requested  by   the   holders   of   such
COLAS   on   June   1,  1995  at  a  price  equal  to  the  original   principal
amount   of   such   COLAS   ($.5)  minus  all   payments   of   principal   and
interest    allocated   to   such   COLAS.   The   cumulative   interest    paid
per   Class   A   COLA   through  June  1,  1995  was  $.135.   The   repurchase
of   the   Class   B  COLAS  may  be  requested  of  AJF  by  the   holders   of
such   COLAS   on   June   1,  1999  at  a  price   equal   to   125%   of   the
original   principal   amount   of  such  COLAS   ($.5)   minus   all   payments
of   principal   and   interest  allocated  to  such   COLAS.   Although   there
can   be   no   assurances   that  any  or  all   of   these   plans   will   be
successfully   completed,   the   Company   is   optimistic   that   the   funds
necessary   to   meet   the   repurchase   obligations   will   be   raised   if
these    plans    are    completed.    Failure   to    meet    the    repurchase
obligations   could   lead   to   a   claim   against   AJF   and,   in    turn,
Northbrook.    As   of   March   31,   1998,  the   cumulative   interest   paid
per   Class   A   and   Class  B  COLA  was  approximately  $.195   and   $.195,
respectively.

        On    March    14,   1989,   Northbrook   entered   into   a   keep-well
agreement    with   AJF,   whereby   it   agreed   to   contribute    sufficient
capital   or   make   loans   to  AJF  to  enable   AJF   to   meet   its   COLA
repurchase     obligations    described    above.      Notwithstanding     AJF's
repurchase   obligations,   the  Company  may  elect   to   redeem   any   COLAS
requested to be repurchased at the specified price.

       On   March   15,   1995,   pursuant  to  the   indenture   that   governs
the   terms   of   the   COLAS  (the  "Indenture"),  the  Company   elected   to
offer   to   redeem   (the  "Redemption  Offer")  all   Class   A   COLAS   from
the   registered   holders  at  the  same  price  as  would   be   required   of
Finance     under     the    Repurchase    Agreement,    thereby     eliminating
Finance's    obligation    to   satisfy   the   Class    A    COLA    repurchase
options   requested   by   such  holders  as  of   June   1,   1995.    Pursuant
to   the   Redemption  Offer,  and  in  accordance  with  the   terms   of   the
Indenture,    the   Company   was   therefore   obligated   to   purchase    any
and   all   Class   A   COLAS  submitted  pursuant  to  the   Redemption   Offer
at   a   price   of   $.365  per  Class  A  COLA.   In  conjunction   with   the
Company's   Redemption   Offer,  the  Company   made   a   tender   offer   (the
"Tender   Offer")   to   purchase   up   to  approximately   $68,000   principal
value   of  the  Class  B  COLAS  at  a  price  of  $.220  per  Class   B   COLA
from    COLA    holders    electing   to    have    their    Class    A    COLAS
repurchased.    Approximately   229,000   Class   A   COLAS    were    submitted
for      repurchase      pursuant     to    the     Redemption     Offer     and
approximately   99,000   Class   B   COLAS   were   submitted   for   repurchase
pursuant   to   the   Tender   Offer,  requiring   an   aggregate   payment   by
the    Company   of   approximately   $105,450   on   June   1,    1995.     The
Company    used    its   available   cash   to   purchase    Class    B    COLAS
pursuant   to   the   Tender   Offer  and  borrowed  $52,000   from   Northbrook
to   purchase   Class   A   COLAS  pursuant  to  the   Redemption   Offer.    As
of   March   31,   1998,  the  Company  had  approximately   156,000   Class   A
COLAS   and   approximately   286,000  Class  B  COLAS   outstanding,   with   a
principal     balance     of     approximately     $78,000     and     $143,000,
respectively.

                    AMFAC/JMB HAWAII, L.L.C.
                                
     Notes to Consolidated Financial Statements - Continued
                                
                     (Dollars in Thousands)

     As   a   result   of   the   COLA  repurchases   in   1995,   the   Company
retired   approximately   $164,045   in   face   value   of   COLA   debt    and
recognized    a    financial   statement   gain   in   1995   of   approximately
$32,544    (net    of    income   taxes   of   $20,807,   the    write-off    of
deferred    financing   costs   of   $10,015,   the   write-off    of    accrued
Contingent   Base   Interest   of   $5,667   and   expenses   of   $894).   Such
gain   was   treated   as   cancellation  of   indebtedness   income   for   tax
purposes    and,    accordingly,   the    income   taxes    related    to    the
Class     A     Redemption    Offer    (approximately    $9,106)    were     not
indemnified by the tax agreement with Northbrook (see note 1).
     
    On     January    30,    1998,    Amfac    Finance    Limited    Partnership
("Amfac    Finance"),    an    Illinois    limited    partnership     and     an
affiliate   of   the   Company  extended  a  Tender  Offer  to   Purchase   (the
"Tender   Offer")   up   to   approximately   $65,421   Principal   amount    of
Separately   Certificated   Class   B   COLAS   ("Separate   Class   B   COLAS")
for   cash  at  a  unit  price  of  $.375  to  be  paid  by  Amfac  Finance   on
each   Separate   Class   B   COLA   on  or   about   March   24,   1998.    The
maximum   cash   to   be   paid  under  the  Tender  Offer   was   approximately
$49,066   (130,842   Separate  Class  B  COLAS  at  a  unit   price   of   $.375
for    each    separate   Class   B   COLA).   Approximately   62,800   Separate
Class    B    COLAs   were   submitted   to   Amfac   Finance   for   repurchase
pursuant   to   the   Tender   Offer   requiring   an   aggregate   payment   by
Amfac   Finance   of   approximately   $23,542   on   March   31,   1998.    The
Tender   Offer   did   not   reduce   the  outstanding   indebtedness   of   the
Company.    The   Separate   Class   B  COLAS   purchased   by   Amfac   Finance
pursuant   to   Tender   Offer  remain  outstanding  pursuant   to   the   terms
of    the    Indenture   that   governs   the   terms   of   the   COLAS    (the
"Indenture").    Except   as   provided   in   the   last   sentence   of   this
paragraph,   Amfac   Finance  will  be  entitled  to   the   same   rights   and
benefits   of   any   other  holder  of  Separate  Class  B   COLAS,   including
having   the  ability  to  have  AJF  to  repurchase  on  June  1,   1999,   the
Separate   Class   B   COLAS  that  it  owns.   Amfac  Finance   has   not   yet
determined    whether   it   will   require   AJF   to   so    repurchase    the
Separate   Class   B   COLAS   which  it  will  own   on   such   date.    Since
Amfac   Finance   is   an  affiliate  of  the  Company,   Amfac   Finance   will
not   be   able   to   participate  in  determining  whether  the   holders   of
the   required   principal   amount   of   debt   under   the   Indenture   have
concurred   in   any   direction,  waiver  or  consent  under   the   terms   of
the Indenture.
    
    As    a    result   of   the   Tender   Offer,   the   Company    recognized
$7,850   of   taxable   gain   in  accordance  with   income   tax   regulations
for    certain   transactions   with   affiliates.    Such   gain   is   treated
as    cancellation   of   indebtedness   income   for   income   tax    purposes
only,    and   accordingly,   the   income   taxes   related   to   the   Tender
Offer    (approximately    $3,062)   will   be   indemnified    by    Northbrook
through the tax agreement (note 1).

        The   terms   of   the   Indenture   relating   to   the   COLAS   place
certain   restrictions   on   the   Company's   declaration   and   payment   of
dividends.    Such    restrictions   generally    relate    to    the    source,
timing   and   amounts   that  may  be  declared   and/or   paid.    The   COLAS
also    impose    certain   restrictions   on,   among   other    things,    the
creation    of    additional   indebtedness   for    certain    purposes,    the
Company's    ability   to   consolidate   or   merge   with   or   into    other
entities, and the Company's transactions with affiliates.
                     

                    AMFAC/JMB HAWAII, L.L.C.
                                
     Notes to Consolidated Financial Statements - Continued
                                
                     (Dollars in Thousands)

(4)  LONG-TERM DEBT

        In    June   1991,   the   Company   obtained   a   five-year    $66,000
nonrecourse    loan   from   the   Employees'   Retirement   System    of    the
State   of   Hawaii   ("ERS").  The  loan  is  secured  by  a   first   mortgage
on    the    Kaanapali    Golf    Courses,    and    is    considered    "Senior
Indebtedness"    (as    defined    in   the   Indenture    relating    to    the
COLAS).    The   loan  bore  interest  at  a  rate  per  annum  equal   to   the
greater   of   (i)   the  base  interest  rate  announced   by   the   Bank   of
Hawaii   on  the  first  of  July  for  each  year  or  (ii)  ten  percent   per
annum    through    June    30,    1993   and    nine    percent    per    annum
thereafter.   The   annual   interest   payments   were   in   excess   of   the
cash flow generated by the Kaanapali Golf Courses.
     
     In   April   1996,  the  Company  reached  an  agreement   to   amend   the
loan   with   the   ERS,   extending  the  maturity   date   for   five   years.
In   exchange   for  the  loan  extension,  the  ERS  received  the   right   to
participate    in    the    "Net    Disposition    Proceeds"    (as     defined)
related   to  the  sale  or  refinancing  of  the  golf  courses   or   at   the
maturity    of    the   loan.   The   ERS   share   of   the   Net   Disposition
Proceeds   increases  from  30%  through  June  30,  1997,  to   40%   for   the
period   from   July  1,  1997  to  June  30,  1999  and  to   50%   thereafter.
The   loan   amendment   effectively  adjusted   the   interest   rate   as   of
January   1,  1995  to  9.5%  until  June  30,  1996.  After  June   30,   1996,
the   loan   bears  interest  at  a  rate  per  annum  equal  to   8.73%.    The
loan   amendment   requires   the  Company  to  pay   interest   at   the   rate
of   7%   for  the  period  from  January  1,  1995  to  June  30,  1996,   7.5%
from   July   1,  1996  to  June  30,  1997,  7.75%  from  July   1,   1997   to
June    30,    1998    and   8.5%   thereafter   ("Minimum    Interest").    The
Company   made   payments   through   March   31,   1998   and   1997   totaling
$1,289    and    $1,244,    respectively,   which   represents    the    Minimum
Interest   due.   Accrued   Minimum  Interest  as  of   March   31,   1998   was
$1,261.     The    scheduled    Minimum    Interest    payments     are     paid
quarterly    on   the   principal   balance   of   the   $66,000   loan.     The
difference   between   the   accrued   interest   expense   and   the    Minimum
Interest   payment   accrues   interest   and   is   payable   on   an    annual
basis   from   excess   cash  flow,  if  any,  generated  from   the   Kaanapali
Golf   Courses.    The   accrued  interest  payable  from   excess   cash   flow
was   $4,439   as   of   March   31,  1998.  Although   the   outstanding   loan
balance    remains    nonrecourse,    certain    payments    and    obligations,
such   as   the   Minimum   Interest   payments   and   the   ERS's   share   of
appreciation,   if   any,   are   recourse  to  the   Company.    However,   the
Company's    obligations    to   make   future   Minimum    Interest    payments
and   to   pay  the  ERS  a  share  of  appreciation  would  be  terminated   if
the   Company   tendered   an  executed  deed  to  the  golf   course   property
to the ERS in accordance with the terms of the amendment.

     In    January    1993,    The    Lihue    Plantation    Company,    Limited
("Lihue")    obtained   a   ten-year   $13,250   loan   used   to    fund    the
acquisition    of    Lihue's   power   generation   equipment.    The    $13,250
loan,     constituting     "Senior    Indebtedness"     under     the     COLAS'
Indenture,    consists   of   two   ten-year   amortizing    term    loans    of
$10,000    and    $3,250,   respectively,   payable   in    forty    consecutive
installments   commencing   July   1,  1993   in   the   principal   amount   of
$250     and    $81,    respectively    (plus    interest).     The    remaining
balance   of   the  $3,250  loan  was  fully  repaid  in  January   1997.    The
$10,000   loan   has  an  outstanding  balance  of  $4,362  as  of   March   31,
1998   and   bears   interest  at  a  rate  equal  to  prime   rate   (8.5%   at
March    31,   1998)   plus   three   and   one   half   percent.   Lihue    has
purchased    an    interest    rate    agreement    which    protects    against
fluctuations    in   interest   rates   and   effectively   caps    the    prime
rate   at   eight   percent   for   the  first   seven   years   of   the   loan
agreement.    The   loan   is   secured   by   the   Lihue   power    generation
equipment,     sugar    inventories    and    receivables,     certain     other
assets   and   real   property  of  the  Company  and   has   limited   recourse
to the Company and certain other subsidiaries.


                    AMFAC/JMB HAWAII, L.L.C.

     Notes to Consolidated Financial Statements - Continued

                     (Dollars in Thousands)

     In   October   1993,   Waikele  Golf  Club,  Inc.   ("WGCI"),   a   wholly-
owned    subsidiary    of   the   Company   that   owns   and    operates    the
Waikele   Golf   Course,   obtained   a  five   year   $20,000   loan   facility
from   two   lenders.    The   loan  consisted   of   two   $10,000   amortizing
loans.    Each   loan  bore  interest  only  for  the  first   two   years   and
interest   and   principal   payments   based   upon   an   assumed   20    year
amortization   period   for  the  remaining  three   years.   The   loans   bore
interest   at   prime  plus  1/2%  and  LIBOR  (5.625%  at   March   31,   1998)
plus   3%,   respectively.   In   February   1997,   WGCI   entered   into    an
amended    and   restated   loan   agreement   with   the   Bank   of    Hawaii,
whereby    the    outstanding    principal    amount    of    the    loan    was
increased to $25,000, the  maturity date was extended to February
2007,   the   interest   rate  was  changed  to  LIBOR   plus   2%   until   the
fifth   anniversary   and   LIBOR  plus  2.5%  thereafter   and   principal   is
to   be   repaid   based   on  a  30-year  amortization   schedule.   The   loan
is    secured    by    WGCI's   assets   (the   golf    course    and    related
improvements   and   equipment),  is  guaranteed  by   the   Company,   and   is
considered    "Senior    Indebtedness"   (as   defined    in    the    Indenture
relating   to   the   COLAS).   As   of  March   31,   1998,   the   outstanding
principal    balance    was   $24,730,   with   scheduled    remaining    annual
principal   maturities   of   $183  in  1998,  $248   in   1999   through   2006
and the balance of $22,563 in 2007.

       In   December   1996,  Amfac  Property  Development  Corp.,   a   wholly-
owned   subsidiary   of   the  Company,  obtained  a   $10,000   loan   facility
from   a   Hawaii  bank.  The  loan  is  secured  by  a  mortgage  on   property
under    development   at   the   mill-site   of   Oahu   Sugar    (the    sugar
plantation    was    closed    in    1995),   and    is    considered    "Senior
Indebtedness"    (as    defined    in   the   Indenture    relating    to    the
COLAS).    The   loan  bears  interest  at  the  bank's  base  rate   (8.5%   at
March 31, 1998) plus .5% and matures on December 1, 1998.

                    AMFAC/JMB HAWAII, L.L.C.

     Notes to Consolidated Financial Statements - Continued

                     (Dollars in Thousands)
                                
(5)  SEGMENT INFORMATION

        Agriculture   and   Property   comprise   separate   industry   segments
of    the    Company.     Operating   Income-Other   consists    primarily    of
unallocated    overhead    expenses    and    Total    Assets-Other     consists
primarily   of   cash   and   deferred   expenses.    Total   assets   at    the
balance    sheet    dates   and   capital   expenditures,    operating    income
(loss)   and   depreciation   and   amortization   during   the   three   months
ended   March   31,   1998   and   1997   are   set   forth   below   by    each
industry segment:
<TABLE>
<CAPTION>
                                        March 31,   December 31,
                                          1998          1997
                                       ---------     ---------
<S>                                     <C>         <C>
Total Assets:
 Agriculture                            $226,164      222,693
 Property                                224,114      222,745
 Other                                    21,291       18,807
                                        ---------    ---------
                                        $471,569      464,245
                                        =========    =========

                                      Three Months  Three Months
                                         Ended          Ended
                                       March 31,     March  31,
                                         1998           1997
                                      -----------    -----------
Capital Expenditures:
 Agriculture                            $  417           23
 Property                                  342           93
                                        ---------   ---------
                                        $  759          116
                                        =========   =========

Operating income (loss):
 Agriculture                            $(1,924)     (1,216)
 Property                                 1,739          33
 Other                                     (423)       (422)
                                        ---------   ---------
                                        $  (608)     (1,605)
                                        ==========  =========
Depreciation and amortization:
 Agriculture                            $ 1,131         971
 Property                                   524         533
 Other                                        4          11
                                        ---------   ---------
                                        $ 1,659       1,515
                                        =========   =========
</TABLE>

                    AMFAC/JMB HAWAII, L.L.C.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

(6)  TRANSACTIONS WITH AFFILIATES

       With   respect   to   any   calendar   year,   JMB   Realty   Corporation
("JMB"),    an    affiliate   of   the   Company,   or   its   affiliates    may
receive    a    Qualified    Allowance   in   an   amount    equal    to:    (i)
approximately    $6,200    during   each   of   the    calendar    years    1989
through   1993,   and   (ii)  thereafter,  1-1/2%  per   annum   of   the   Fair
Market   Value   (as  defined)  of  the  gross  assets  of   the   Company   and
its    subsidiaries    (other    than   cash   and    cash    equivalents    and
Excluded    Assets    (as    defined))   for    providing    certain    advisory
services    for    the   Company.   The   aforementioned   advisory    services,
which    are    provided    pursuant   to   a   30-year    Services    Agreement
entered   into   between   the  Company,  certain  of   its   subsidiaries   and
JMB    in    November    1988,   include   making   recommendations    in    the
following    areas:   (i)   the   construction   and   development    of    real
property;   (ii)   land   use  and  zoning  changes;  (iii)   the   timing   and
pricing   of   properties   to   be   sold;   (iv)   the   timing,   type    and
amount    of    financing    to    be    incurred;    (v)    the    agricultural
business;     and,     (vi)     the     uses     (agricultural,     residential,
recreational   or   commercial)   for   the   land.   However,   the   Qualified
Allowance    shall   be   earned   and   paid   for   each   year    prior    to
maturity   of   the   COLAS   only   if   the   Company   generates   sufficient
Net   Cash   Flow   to  pay  Base  Interest  to  the  holders   of   the   COLAS
for   such   year  of  an  amount  equal  to  8%  of  the  average   outstanding
principal   balance   of  the  COLAS  for  such  year;  any   portion   of   the
Qualified   Allowance   not   paid  for  any   year   shall   cumulate   without
interest   and   JMB  or  its  affiliates  shall  be  paid  such   amount   with
respect    to    any    succeeding   year,   after   the    payment    of    all
Contingent   Base   Interest  for  such  year,  to  the  extent   of   100%   of
remaining   Net  Cash  Flow  until  an  amount  equal  to  20%   of   the   Base
Interest   with   respect   to  such  year  has  been  paid,   and   thereafter,
to   the   extent   of   the   product  of  (a)   remaining   Net   Cash   Flow,
multiplied   by   (b)   a   fraction,   the   numerator   of   which   is    the
cumulative   deficiency  as  of  the  end  of  such  year   in   the   Qualified
Allowance    and   the   denominator   of   which   is   the    sum    of    the
cumulative    deficiencies   as   of   the   end   of   such   year    in    the
Qualified   Allowance   and   Base   Interest.   A   Qualified   Allowance   for
1989    of    approximately   $6,200   was   paid   on   February   28,    1990.
Approximately    $64,489    of    Qualified    Allowance    related    to    the
period   from   January   1,   1991  through   December   31,   1997   has   not
been   earned   and   paid,  and  is  payable  only   from   future   Net   Cash
Flow.   Accordingly,   because   the   Company   does   not   believe   it    is
probable   at   this   time  that  a  sufficient  level   of   Net   Cash   Flow
will   be   generated   in   the   future  to  pay  Qualified   Allowance,   the
Company    has    not   accrued   for   any   Qualified   Allowance    in    the
accompanying    consolidated   financial   statements.    JMB    has    informed
the    Company   that   no   incremental   costs   or   expenses    have    been
incurred    relating   to   the   provision   of   these   advisory    services.
The    Company   believes   that   using   an   incremental   cost   methodology
is   reasonable.   The   following  table  is  a  summary   of   the   Qualified
Allowance for the year ended December 31, 1997:

                                          1997
                                         ------
Qualified Allowance calculated          $10,082
Qualified Allowance paid                     --
Cumulative deficiency of Qualified
 Allowance at end of year               $64,489
                                  


                    AMFAC/JMB HAWAII, L.L.C.

     Notes to Consolidated Financial Statements - Continued

                     (Dollars in Thousands)

The   Qualified   Allowance   for   1998,   which   will   not   be   calculated
until   the  year  is  completed,  is  not  expected  to  be  paid.   Net   Cash
Flow was $0 for 1997 and is expected to be $0 for 1998.

       After   the   maturity  date  of  the  COLAS,  JMB   will   continue   to
provide   advisory   services   pursuant  to   the   Services   Agreement,   the
Qualified   Allowance  for  such  years  will  continue   to   be   1-1/2%   per
annum   of   the  Fair  Market  Value  of  the  gross  assets  of  the   Company
and   its   subsidiaries   and  the  Qualified  Allowance   will   continue   to
be    payable    from    the    Company's   Net    Cash    Flow.     Upon    the
termination   of   the   Services   Agreement,   if   there   has    not    been
sufficient   Net   Cash   Flow  to  pay  the  cumulative   deficiency   in   the
Qualified   Allowance,   if   any,   such   amount   would   not   be   due   or
payable to JMB.

        The    Company,    its   subsidiaries,   and   their   joint    ventures
reimburse     Northbrook,    JMB    and    their    affiliates    for     direct
expenses   incurred   on   their   behalf,  including   salaries   and   salary-
related    expenses   incurred   in   connection   with   the   management    of
the    Company's    or    its   subsidiaries'   and    the    joint    ventures'
operations.    The   total   of   such  costs   was   approximately   $165   for
the   three   months   ended   March  31,  1998  and  approximately   $163   for
the   three   months  ended  March  31,  1997;  approximately   $165   of   such
costs   were   unpaid  as  of  March  31,  1998.  In  addition,  as   of   March
31,    1998,    the    current   portion   of   amounts   due   to    affiliates
includes   $9,106  of  income  tax  payable  related  to  the   Class   A   COLA
Redemption   Offer   (see   note   3).   Also,   the   Company   pays   a   non-
accountable   reimbursement   of   approximately   $30   per   month   to    JMB
or   its   affiliates   in  respect  of  general  overhead   expense,   all   of
which was paid as of March 31, 1998.

         JMB     Insurance    Agency,    Inc.    earns    insurance    brokerage
commissions     in    connection    with    providing    the    placement     of
insurance    coverage   for   certain   of   the   properties   and   operations
of    the    Company.     Such    commissions   are    comparable    to    those
available    to    the   Company   in   similar   dealings   with   unaffiliated
third    parties.    The   total   of   such   commissions   for    the    three
months     ended    March    31,    1997    was    approximately    $250     and
approximately   $255   for  the  three  months  ended  March   31,   1998,   all
of which was paid as of March 31, 1998.

     Northbrook    and   its   affiliates   allocate   certain    charges    for
services    to    the    Company   based   upon   the   estimated    level    of
services.   Such   charges  totaled  $140  and  $254  for   the   three   months
ended    March    31,    1998   and   March   31,   1997,   respectively.    The
affiliated   charges   for   the  first  quarter  of   1998   were   offset   by
$115    of    charges    for   services   provided   by    the    Company    for
Northbrook.    As  of  March  31,  1998,  on  a  net  basis,  the   amount   due
Northbrook    totaled   approximately   $135   related   to   these    services.
These   services   and   costs   are   intended   to   reflect   the   Company's
separate   costs   of   doing   business  and   are   principally   related   to
the    inclusion    of    the   Company's   employees    in    the    Northbrook
pension   plan,   payment   of   severance   and   termination   benefits    and
reimbursement   for   insurance  claims  paid  on   behalf   of   the   Company.
All    amounts   described   above,   deferred   or   currently   payable,    do
not bear interest and are expected to be paid in future periods.
                                 

                    AMFAC/JMB HAWAII, L.L.C.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

     In    February   1997   the   affiliate   loans   (see   Note   2),   along
with   certain   other   amounts  due  Northbrook,   were   converted   into   a
new    $104,759   ten-year   note   payable.   The   new   note    is    payable
interest   only  and  accrues  interest  at  the  prime  rate   plus   2%.   The
Company    borrowed   an   additional   $16,628   during   1997   and    $14,914
during    the   three   months   ended   March   31,   1998   to    fund    COLA
Mandatory   Base   Interest   payments  and   other   operational   needs   from
a   subsidiary   of   Northbrook  under  a  separate  note  which   is   payable
interest    only    and   accrues   at   the   prime   rate    plus    2%.    In
connection    with    such    affiliated    loans,    the    Company    incurred
interest    expense   of   approximately   $2,469   for   the    three    months
ended    March   31,   1997   and   approximately   $3,362   for    the    three
months   ended   March   31,  1998.  The  total  amount   due   Northbrook   and
its   subsidiary   as   of   March  31,  1998  was  $143,566,   which   includes
accrued   interest   of   $1,702.  Pursuant  to  the   Indenture   relating   to
the    COLAS,    the   amounts   borrowed   from   Northbrook   are   considered
"Senior Indebtedness" to the COLAS.

(7)  EMPLOYEE BENEFIT PLANS

         The     Company     participates    in    benefit    plans     covering
substantially   all   of   its   employees,   which   provide   benefits   based
primarily    on   length   of   service   and   compensation   levels.     These
plans    are   administered   by   Northbrook   in   conjunction   with    other
plans    providing    benefits   to   employees   of    Northbrook    and    its
affiliates.

(8)  COMMITMENTS AND CONTINGENCIES

       The   Company   is  involved  in  various  matters  of   litigation   and
other    claims.   Management,   after   consultation   with   legal    counsel,
is   of   the   opinion   that   the  Company's   liability   (if   any),   when
ultimately   determined,   will  not  have  a   material   adverse   effect   on
the Company's financial position.

        The    Company's   Property   segment   had   contractual    commitments
(related   to   project   costs)   of   approximately   $3,300   as   of   March
31,    1998.    Additional   development   expenditures   are   dependent   upon
the   Company's   ability   to  obtain  financing  for   such   costs   and   on
the timing and extent of property development and sales.

       As   of   March  31,  1998,  certain  portions  of  the  Company's   land
not   currently   under   development  or   used   in   sugar   operations   are
mortgaged    as    security    for   approximately   $7,300    of    performance
bonds related to property development.

                    AMFAC/JMB HAWAII, L.L.C.

     Notes to Consolidated Financial Statements - Concluded

                     (Dollars in Thousands)

(9)  INCOME TAXES

        Deferred    income   taxes   reflect   the   net    tax    effects    of
temporary   differences   between   the   carrying   amounts   of   assets   and
liabilities   for   financial   reporting  purposes   and   the   amounts   used
for   income   tax   purposes.   Significant   components   of   the   Company's
deferred tax liabilities and assets as of December 31, 1997 are as follows:


    Deferred tax (assets):
      Postretirement benefits                                  $(21,206)
      Interest accruals                                          (3,021)
      Other accruals                                             (3,274)
                                                                ---------
         Total gross deferred tax assets                        (27,501)
                                                                ---------
    Deferred tax liabilities:
     Accounts receivable, related to profit on sales of sugar     3,960
      Inventories, principally due to sugar production
       costs, capitalized costs, capitalized interest and
        purchase accounting adjustments                          (1,422)
      Plant and equipment, principally due to depreciation
        and purchase accounting adjustments                       8,759
      Land and land improvements, principally due
       to purchase accounting adjustments                        84,004
      Deferred gains, due to installment sales for income
        tax purposes                                              7,456
      Investments in unconsolidated entities, principally
        due to purchase accounting adjustments                   13,220
                                                                --------
         Total deferred tax liabilities                         115,977
                                                                --------
         Net deferred tax liability                             $88,476
                                                               =========


(10) ADJUSTMENTS

     In    the   opinion   of   the   Company,   all   adjustments   (consisting
solely    of    normal   recurring   adjustments)   necessary   for    a    fair
presentation   have   been   made   to   the   accompanying   figures   as    of
March   31,   1998  and  for  the  three  months  ended  March  31,   1998   and
1996.

<TABLE>
                    AMFAC/JMB FINANCE, INC.

                         Balance Sheets

              March 31, 1998 and December 31, 1997

      (Dollars in thousands, except per share information)

                          (Unaudited)

<CAPTION>
                          A s s e t s

                                         March 31,     December 31,
                                           1998            1997
                                        -----------    -----------
<S>                                    <C>           <C>
Cash                                    $       1               1
                                        ==========       =========

     L i a b i l i t y  a n d  S t o c k h o l d e r ` s  E q u i t y

Repurchase obligation (note 2)

Common stock, $1 par value; authorized, issued
 and outstanding - 1,000 shares         $      1                1
                                        ==========      ==========

<FN>
     The accompanying notes are an integral part of these balance sheets.
</TABLE>

                     AMFAC/JMB FINANCE, INC.

                  Notes to the Balance Sheets

                          (Unaudited)

                      (Dollars in Thousands)


(1)  ORGANIZATION AND ACCOUNTING POLICY

     Amfac/JMB Finance, Inc. ("AJF") was incorporated November
7,  1988  in the State of Illinois.  AJF has had no  financial
operations.  All of the outstanding shares of AJF are owned by
Northbrook Corporation ("Northbrook").

(2)  KEEP-WELL AGREEMENT

      On  March  14, 1989, Northbrook entered into a keep-well
agreement with AJF, whereby it agreed to contribute sufficient
capital  or make loans to AJF to enable AJF to meet  the  COLA
repurchase obligations described below in note 3.

     On March 15, 1995, pursuant to the indenture that governs
the  terms  of the COLAS (the "Indenture"), Amfac/JMB  Hawaii,
L.L.C.  elected to exercise its right to redeem, and therefore
was obligated to purchase, any and all Class A COLAS submitted
pursuant  to the June 1, 1995 Redemption Offer at a  price  of
$.365  per  Class  A  COLA.   Pursuant  to  Amfac/JMB  Hawaii,
L.L.C.'s  election to redeem the Class A COLAS for repurchase,
Amfac/JMB Hawaii, L.L.C. assumed AJF's maximum amount  of  its
liability from the June 1, 1995 COLA repurchase obligation  of
$140,425.

(3)  REPURCHASE OBLIGATION

      On  March  14, 1989, AJF and a subsidiary of  Northbrook
(Amfac/JMB  Hawaii,  L.L.C.) entered into  an  agreement  (the
"Repurchase Agreement") concerning AJF's obligation  (on  June
1,  1995  and 1999) to repurchase, upon request of the holders
thereof,  the Certificate of Land Appreciation Notes due  2008
("COLAS"),  to  be  issued  by  Amfac/JMB  Hawaii,  L.L.C.  in
conjunction  with the acquisition of Amfac/JMB Hawaii,  L.L.C.
A  total aggregate principal amount of $384,737 of COLAS  were
issued  during  the offering, which terminated on  August  31,
1989.   The COLAS were issued in two units consisting  of  one
Class  A and one Class B COLA.  As specified in the Repurchase
Agreement, the repurchase of the Class A COLAS may  have  been
requested of AJF by the holders of such COLAS on June 1,  1995
at  a  price  equal to the original principal amount  of  such
COLAS  ($.500)  minus all payments of principal  and  interest
allocated  to  such COLAS.  The cumulative interest  paid  per
Class  A  COLA through June 1, 1995 was $.135.  The repurchase
of the Class B COLAS may be requested of AJF by the holders of
such  COLAS  on June 1, 1999 at a price equal to 125%  of  the
original  principal  amount of such COLAS  ($.500)  minus  all
payments  of  principal and interest allocated to such  COLAS.
Northbrook Corporation, the ultimate parent of the Company, is
currently  implementing plans intended to generate  sufficient
funds  to  meet  the maximum potential repurchase  obligation.
Although  there can be no assurances that any or all of  these
plans   will   be  successfully  completed,  the  Company   is
optimistic  that  the funds necessary to meet  the  repurchase
obligations  will  be  raised if these  plans  are  completed.
Failure  to  meet the repurchase obligation could  lead  to  a
claim  against Finance and, in turn, Northbrook. To date,  the
cumulative  interest  paid per Class A and  Class  B  COLA  is
approximately $.195 and $.195, respectively.


PART I.  FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION
        AND RESULTS OF OPERATIONS

GENERAL

     A  significant portion of the Company's cash needs result
from the nature of the real estate development business, which
requires  a  substantial investment in  preparing  development
plans,   seeking  land  urbanization  and  other  governmental
approvals and completing infrastructure improvements prior  to
sale.  Additionally, the Company's sugar  operations  incur  a
large  cash deficit during the first half of the year  ranging
from  $10 to $20 million.  This seasonal cash need is  due  to
the  sugar plantation's operating costs being incurred  fairly
ratably  during  the  year, while most  of  the  revenues  are
received  between May and December concurrent with  raw  sugar
deliveries  to  C&H.  In addition to seasonal cash  needs,  in
many  years cash flow from sugar operations has been  negative
requiring a net cash investment to fund the operating deficits
and  any  capital costs. Other significant cash needs  include
overhead   expenses,  debt  service  and  the  obligation   to
repurchase Class B COLAS on June 1, 1999.

     The  Company  believes  that additional  borrowings  from
Northbrook  Corporation ("Northbrook") will  be  necessary  to
meet  its short-term and long-term liquidity needs. Northbrook
has  made such borrowings available to the Company in the past
and intends to make such borrowings available, at least in the
short-term.  However,  there is no assurance  that  Northbrook
will  have sufficient funds, or that Northbrook will  continue
to make such funds available to the Company.

     In   recent  years,  the  Company  has  funded  its  cash
requirements   primarily  through   the   use   of   long-term
financings, borrowings from Northbrook and revenues  generated
from  the  development and sale of its properties. Significant
short-term   cash  requirements  relate  to  the  funding   of
agricultural deficits, interest expenses, costs to process the
SMA permit for North Beach, development costs on Oahu and Maui
and  overhead expenses. At March 31, 1998 the Company had cash
and  cash  equivalents  of approximately  $11.3  million.  The
Company  intends to use its cash reserves, land sales proceeds
and proceeds from new financings or joint venture arrangements
to  meet its short-term liquidity requirements. However, there
can  be  no  assurance that new financings can be obtained  or
property  sales consummated.  The Company's land  holdings  on
Maui  and  Kauai are its primary sources of future  land  sale
revenues.   However,  due  to current market  conditions,  the
difficulty  in  obtaining  land use  approvals  and  the  high
development costs of required infrastructure, the Company does
not  believe  that  it  will be able to  generate  significant
amounts  of  cash  in the short-term from the  development  of
these  lands. As a result, the Company is marketing  for  sale
certain unentitled, agricultural and conservation parcels.

      The Company has placed a relatively large portion of its
land  holdings (approximately 25%) on the market  to  generate
cash to finance the Company's operations, to meet debt service
requirements  and  to raise cash should the  holders  exercise
their right to sell back to the Company their Class B COLAS on
June 1, 1999.  The Company has approximately 740 acres of land
listed  for sale on Maui, approximately 8,700 acres  on  Kauai
and 700 acres on the Big Island of Hawaii. These lands consist
primarily   of   unentitled,  agricultural  and   conservation
parcels.  Significant interest has been expressed in  many  of
these  parcels  and several are under contract  for  sale  for
aggregate  sales prices exceeding $15 million. However,  these
contracts often have due diligence investigation periods which
allow  the  purchasers  to terminate the  agreements.   It  is
difficult  to predict how successful the Company  will  be  in
selling  these lands at acceptable prices. Although the  lands
currently  for sale represent a large portion of the Company's
overall land portfolio, these properties were not planned  for
development  during the next 15 to 20 years. Therefore,  their
possible  sale is not expected to result in a material  impact
on  the  Company's real estate development operations  for  at
least the next ten years.

      During  the  first  three months of  1998,  the  Company
generated approximately $1.7 million of land sales. During all
of  1997, the Company generated approximately $21.2 million of
land  sales, of which $4.8 million came from land  related  to
Kaanapali  Golf Estates on Maui, $5.2 million  from  the  four
remaining  oceanfront residential lots at Kai  Ala  Place  and
$7.4 million was from the sale of unentitled, agricultural and
conservation  land  parcels on Kauai and  the  Big  Island  of
Hawaii.

      The  Company continues to implement certain cost savings
measures  and to defer certain development costs  and  capital
expenditures for longer-term projects.  The Company's Property
segment expended approximately $10.1 million in project  costs
during  1997  and  anticipates expending  approximately  $13.8
million  in project costs during 1998.  As of March 31,  1998,
contractual  commitments  related  to  project  costs  totaled
approximately $3.3 million.

     In   early  March  1997,  the  Company  restructured  its
operations   into   the  following  six   separate   operating
divisions:   Sugar, Golf, Coffee, Water, Land  Management  and
Real  Estate Development. The Company also formed a  corporate
services division to provide accounting, MIS, human resources,
tax  and  other administrative services for the six  operating
groups.  The Company believes it will operate more effectively
as    several    smaller   entrepreneurial-minded   divisions.
Approximately   four  percent(4%)  of  the   Company's   total
employees  were  released as part of the restructuring,  which
has  resulted in annual payroll savings of approximately  $1.1
million.   The   Company   incurred   termination   costs   of
approximately $0.6 million related to the restructuring during
the  first quarter of 1997. At December 31, 1997, the  Company
and its subsidiaries employed 845 persons.

     In February 1998, the Company announced the relocation of
the headquarters for its real estate development division from
Honolulu to Kaanapali, Maui. Due to poor market conditions  on
Kauai  and a shortage of land inventory on Oahu, the focus  of
the Company's land development operations is expected to be on
Maui.   In  connection  with  the  office  re-location,   four
executives  and  one  administrative  person  resigned   their
positions   with  the  Company.   The  Company  is   currently
organizing a management team for the Maui development  office,
which  will be smaller in number than the staff was  on  Oahu.
At the request of the Company, two of the resigning executives
have  agreed  to  assist with the move and transition  of  the
headquarters to Maui.  These changes are expected to result in
one-time  termination  and relocation  costs  of  $.5  million
during 1998.  Annual recurring cost savings are expected to be
approximately  $.7 million from lower compensation,  rent  and
other employee-related costs.
     
     The  sugar industry in Hawaii has experienced significant
difficulties  for a number of years. Growers  in  Hawaii  have
long  struggled with high costs of production, which have  led
to  the  closure  of  many plantations, including  Oahu  Sugar
Company. Transportation costs of raw sugar to the C&H refinery
are  also  significant.   During 1996 and  1997,  the  Company
conducted  a  series  of  meetings and  discussions  aimed  at
developing a plan to return its sugar operations on  Kauai  to
profitability.  Participants in this process included rank-and-
file   workers,  supervisors,  union  officials  and   Company
management.   The  plan  developed by  this  group  was  named
"Imua,"  which is the Hawaiian word meaning "to move forward."
Imua   included  significant  changes  in  how  the  Company's
plantations  would  be  operated and how  employees  would  be
compensated. Imua was the subject of formal negotiations  with
the union in late 1997 and early 1998. These negotiations were
recently completed and the union leadership supported the Imua
plan. However, in February 1998, Imua failed by a large margin
in  a  ratification vote by the union membership at the  Kauai
plantations.
     
     The  contract  covering employees at the Kauai  and  Maui
plantations expired on January 31, 1998 and was extended on  a
day-to-day basis.  The extension agreements which cover 88% of
the  Kauai  plantation workers and 70% of the Maui  plantation
employees,  has  a  provision which allowed  either  party  to
cancel the extension upon three days' notice.
     
     In  early  April 1998, the Company sent the union  a  new
proposal,  which  was different from Imua but still  contained
substantial wage and other concessions which were critical  to
the survival of the Company's sugar plantations. After lengthy
negotiations with the union in March and April 1998, the union
membership  at  the  Kauai  plantation  ratified  a  two  year
contract  which included a 10% reduction in wages as  well  as
other concessions.
     
     In  early  May  1998, the Company provided  the  union  a
contract proposal for Pioneer Mill on Maui. Negotiations  with
the  union are scheduled to begin in mid-May with the hope  to
have  a  new  labor agreement before the start of the  harvest
season in late May. The absence of a new labor agreement  with
significant  modifications from the existing  agreement  would
cause  the  Company to consider the possible shutdown  of  its
sugar  operations at Pioneer Mill.  There can be no  assurance
that  necessary modifications to existing labor agreement will
be obtained.

      Company management cannot accurately predict the  actual
cost of a potential shutdown as there are a significant number
of  factors  that would impact the actual cost  including  the
exact  timing of the shutdown, potential environmental issues,
the  market and pricing for the sale of the plantation's field
and  mill  equipment and employee termination costs which  are
subject  to  negotiation  with the  union.  Other  significant
unknowns  relate to the costs associated with terminating  the
power sale agreements with the local utility companies.

      Changes  in the price of raw sugar impact the  level  of
agricultural deficits, and as a result the annual  cash  needs
of  the Company.  Although government legislation is currently
in place (through 2002) that sets a target price range for raw
sugar,  it is possible that such legislation could be  amended
or  repealed  resulting in a reduction in  the  price  of  raw
sugar.   Such  a  reduction could also cause  the  Company  to
evaluate the shutdown of its sugar plantations.

       If   the  Company's  sugar  production  decreases,  the
Company's   water  needs  will  also  decrease.   Subject   to
significant regulatory restrictions, excess water may be  used
for  other  purposes and the Company is exploring  alternative
uses  for  such  water.  Waiahole Irrigation Company,  Limited
("WIC")  is a wholly-owned subsidiary of the Company and  owns
and  operates  a  water  collection  and  transmission  system
commonly  referred  to as the "Waiahole Ditch"  (a  series  of
tunnels  and  ditches constructed in the early  1900's).   The
Waiahole Ditch has the capacity to transport approximately  27
million  gallons  of water per day from the windward  part  of
Oahu to the central Oahu plain leeward of the Ko'olau mountain
range.   This  water  was  used by the  Company's  Oahu  Sugar
operations  from  the  early  1900s  until  1995,   when   the
plantation was closed.

      After  the  closure  of  Oahu Sugar,  WIC  negotiated  a
collective agreement with several farms and golf courses  (the
"Users")  to  deliver irrigation water  to  them  for  a  fee.
However,  to  consummate these agreements, water permits  (the
"Water  Permits") were applied for from the  State  of  Hawaii
Water   Commission  (the  "Water  Commission").    The   Water
Commission  issued a final decision in December 1997  relating
to  the Water Permits which allowed only about one-half of the
capacity  of the Waiahole Ditch to be transported through  the
system.   The  continued operation of the Waiahole  Ditch  and
receipt  of  the  delivery fees (from the agreement  with  the
Users)  were  predicated upon an allocation  (from  the  Water
Commission)  at  or near the capacity of the  Waiahole  Ditch.
When  the  lower  allocation was received, WIC terminated  the
agreement  with the Users.  Currently, water is  delivered  to
the  Users  on  a month-to-month basis at the fees  originally
included in the agreement.

     After  several  months  of discussions  with  prospective
purchasers, the Company reached an agreement with the State of
Hawaii pursuant to which the State will purchase the stock  or
substantially all of the assets of WIC for $8.5 million (which
includes  450  acres of conservation land).  The  purchase  is
subject to state legislative approval of which there can be no
assurance that such approval will be obtained.  If the sale is
not  consummated, WIC will then decide whether to re-negotiate
the fee for delivery of water through the system.  Finally, if
improvements cannot be made in either the pricing or volume of
Waiahole   Ditch   water,  WIC  will  consider   reducing   or
terminating  the  operations of the Waiahole  Ditch.   Such  a
closure or limitation of the Waiahole Ditch would not  have  a
material  adverse effect on the Company's financial  condition
or on its results of operations.

      During the first three months of 1998, cash increased by
$2.2  million  from  December 31,  1997.   Net  cash  used  in
operating   activities  of  $11.3  million  and  in  investing
activities  of  $.9  million was primarily provided  by  $14.9
million   of  long-term  financing  proceeds  from  Northbrook
partially  offset  by principal loan repayments  on  long-term
debt of approximately $.5 million.

     During the first three months of 1998, net cash flow used
in  operating activities was $11.3 million, as compared to net
cash  used in operating activities of $9.1 million during  the
first three months of 1997. The $2.2 million increase in  cash
flow  used in operating activities was due primarily to a $3.0
million  increase  in working capital resulting  from  a  $3.3
million increase in inventories (resulting in less cash flow),
of  which $2.4 million related to sales of land classified  as
inventory and $.9 million related to agricultural inventory.

     During the first three months of 1998, net cash flow used
in  investing activities was $.9 million as compared  to  $4.2
million  during  the  first three months  of  1997.  The  $3.3
million decrease in net cash used in investing activities  was
principally due to an increase of $2.2 million in other assets
during the first three months of 1997 primarily due to a  note
receivable recorded in connection with a land sale.

      During  the  first three months of 1998, net  cash  flow
provided  by  financing activities increased to $14.5  million
from $12.5 million during the first three months of 1997.  The
$2.0  million increase is due primarily to (i) an increase  in
net  advances by affiliates totaling $14.9 million during  the
first  three months of 1998 as compared to $7.7 million during
the first three months of 1997 (see Note 4) offset in part  by
(ii)  $5.0 million of additional long-term financing primarily
related  to the loan secured by the golf course owned by  WGCI
in  the  first three months of 1997. These amounts  were  also
partially  offset by $.5 million and $.2 million of  principal
loan repayment on long-term debt in the first three months  of
1998 and 1997, respectively.

      COLA  Related  Obligations.  AJF  and  the  Company  are
parties to the Repurchase Agreement pursuant to which  AJF  is
obligated  to  repurchase the Class B COLAS  tendered  by  the
holders  thereof on June 1, 1999.  Northbrook agreed  pursuant
to  the  Keep-Well Agreement  to contribute sufficient capital
or make loans to AJF to enable AJF to meet the COLA repurchase
obligations,  if any, described above.  Notwithstanding  AJF's
repurchase  obligations, the Company may elect to  redeem  any
COLAS requested to be repurchased at the specified price.

     Northbrook  Corporation,  the  ultimate  parent  of   the
Company,  is currently implementing plans intended to generate
sufficient  funds  to  meet the maximum  potential  repurchase
obligation.  Although there can be no assurances that  any  or
all of these plans will be successfully completed, the Company
is  optimistic that the funds necessary to meet the repurchase
obligations  will  be  raised if these  plans  are  completed.
Failure  to meet the repurchase obligations could  lead  to  a
claim against AJF and, in turn, Northbrook.

     The COLAS were issued in units consisting of one Class  A
COLA  and  one Class B COLA.  The repurchase of  the  Class  B
COLAS on June 1, 1999 may be required of AJF by the holders of
such  COLAS at a price equal to 125% of the original principal
amount  of  such COLAS ($500) minus all payments of  principal
and  interest  allocated to such COLAS.  As  of  December  31,
1997,  the  Company had approximately 156,000  Class  A  COLAS
units   and   approximately  286,000  Class  B   COLAS   units
outstanding,  with  a principal balance of  approximately  $78
million and $143 million, respectively.  The Company estimates
that  assuming only 4% per annum interest payments ("Mandatory
Base  Interest")  is paid that the redemption  price  for  the
Class B COLAS at June 1, 1999 would be approximately $410  per
unit.   Therefore, the maximum potential repurchase obligation
would  be  $117.3 million.  At March 31, 1998, the  cumulative
interest paid per Class A COLA unit and Class B COLA unit  was
approximately $195 and $195, respectively.

      On  January  30, 1998, Amfac Finance Limited Partnership
("Amfac  Finance"),  an Illinois limited  partnership  and  an
affiliate  of the Company extended a tender offer to  purchase
(the  "Tender Offer") up to $65.4 million principal amount  of
separately  Certificated  Class B  COLAs  ("Separate  Class  B
COLAs")  for cash at a unit price of $375 to be paid by  Amfac
Finance  on each Separate Class B COLA on or about  March  24,
1998.   The maximum cash to be paid under the Tender Offer  is
$49.0  million (130,842 Separate Class B COLAs at a unit price
of  $375  each). Approximately 62,800 Separate Class  B  COLAs
were submitted to Amfac Finance for repurchase pursuant to the
Tender  Offer requiring an aggregate payment by Amfac  Finance
of  approximately $23.5 million on March 31, 1998. The  Tender
Offer  will  not  reduce the outstanding indebtedness  of  the
Company.  The Separate Class B COLAS to be purchased by  Amfac
Finance  pursuant to the Tender Offer will remain  outstanding
pursuant to the terms of the Indenture.  Except as provided in
the  last  sentence of this paragraph, Amfac Finance  will  be
entitled  to the same rights and benefits of any other  holder
of  Class  B  COLAS, including having the right  to  have  AJF
repurchase on June 1, 1999, the separate Class B COLAS that it
owns.   Amfac Finance has not yet determined whether  it  will
require AJF to repurchase its separate Class B COLAS.  Because
Amfac  Finance  is an affiliate of the Company, Amfac  Finance
will  not  be  able to participate in determining whether  the
holders  of  the required principal amount of debt  under  the
Indenture  have concurred in any direction, waiver or  consent
under the terms of the Indenture.

      As  a result of the Tender Offer, the Company recognized
$7.9  million  of taxable gain in accordance with  income  tax
regulations  for  certain transactions with affiliates.   Such
gain  is  treated as cancellation of indebtedness  income  for
income  tax  purposes only, and accordingly, the income  taxes
related to the Tender Offer (approximately $3.1 million)  will
be  indemnified by Northbrook through the tax agreement  (note
1).

      Pursuant to the terms of the Indenture relating  to  the
COLAS, the Company is required to maintain a Value Maintenance
Ratio  (defined in the Indenture) of 1.05 to 1.00. Such  ratio
is  equal to the relationship of the Company's Net Asset Value
to  the  sum of: (i) the outstanding principal amount  of  the
COLAS,   (ii)  any  unpaid  Base  Interest,  and   (iii)   the
outstanding principal balance of any Indebtedness incurred  to
redeem   COLAS  (the  "COLA  Obligation").  Net  Asset   value
represents the excess of the Fair Market Value (as defined  in
the  Indenture)  of the gross assets of the Company  over  the
liabilities of the Company other than the COLA obligations and
certain  other  liabilities. The COLA Indenture  requires  the
Company  to  obtain independent appraisals of the fair  market
value  of  the  gross  assets  used  to  calculate  the  Value
Maintenance  Ratio  as  of December 31 in  each  even-numbered
calendar year.

       The   Company   has  received  independent   appraisals
indicating  that the appraised value of substantially  all  of
its  gross  assets as of December 31, 1996, was  approximately
$653 million.  Based upon the appraisals, the Company was able
to  meet the Value Maintenance Ratio  as of December 31, 1996.
As  of  December 31, 1997, the Fair Market Value of the  gross
assets of the Company is determined by Company management.  To
the  extent  that management believes that the aggregate  Fair
Market  Value of the Company's assets exceeds by more than  5%
the  Fair  Market Value of such assets included  in  the  most
recent appraisal, the Company must obtain an updated appraisal
supporting such increase. It should be noted that pursuant  to
the Indenture the concept of Fair Market Value is intended  to
represent   the   value   that  an  independent   arm's-length
purchaser,  seeking to utilize such asset for its highest  and
best  use  would pay, taking into consideration the risks  and
benefits  associated  with such use  or  development,  current
restrictions  on  development (including  zoning  limitations,
permitted  densities, environmental restrictions,  restrictive
covenants,  etc.)  and  the  likelihood  of  changes  to  such
restrictions; provided, however, that with respect to any Fair
Market  Value  determination of  all  of  the  assets  of  the
Company, such assets shall not be valued as if sold in bulk to
a single purchaser. Although the Company believes the value of
certain  of its assets as of December 31, 1997, may  be  lower
than  their value one year earlier, the Company believes  that
the values were  sufficient to be in compliance with the Value
Maintenance Ratio.  There can be no assurance that the Company
will  be  able  to  sell  its real  estate  assets  for  their
aggregate  appraised value. Because of the size and  diversity
of the real estate holdings of the Company and the uncertainty
of  the Hawaii real estate market, it is likely that it  would
take a considerable period of time for the Company to sell its
assets.   In  recent years, the Company has sold some  of  its
real  estate for less than their appraised value to meet  cash
needs.  In  addition,  the aggregate value  of  the  Company's
assets  could  be negatively affected by the recent  financial
difficulties in Southeast Asia and Japan.

      The  Company uses the effective interest method  and  as
such  interest  on the COLAS is accrued at the Mandatory  Base
Interest rate (4% per annum). The Company has not generated  a
sufficient  level  of  Net Cash Flow to  pay  Contingent  Base
Interest (interest in excess of 4%) on the COLAS (see Note  3)
from 1990 through 1997.  Contingent Base Interest through 2008
is  payable only to the extent of Net Cash Flow. Net Cash Flow
for  any  period is generally an amount equal to  90%  of  the
Company's  net  cash  revenues, proceeds  and  receipts  after
payment  of  cash  expenditures, excluding federal  and  state
income  taxes  and after the establishment by the  Company  of
reserves.  At December 31, 2008, Contingent Base Interest  may
also  be  payable  to  the  extent of Maturity  Market  Value.
Maturity Market Value generally means 90% of the excess of the
Fair Market Value of the Company's assets at maturity over its
liabilities (including Qualified Allowance (described  in  the
next  paragraph),  but only to the extent earned  and  payable
from  Net  Cash Flow generated through maturity) at  maturity.
Approximately $103.1 million of the $110.7 million  cumulative
deficiency  of Contingent Base Interest related to the  period
from  August 31, 1989 (Final Issuance Date) through March  31,
1998  has  not  been accrued in the accompanying  consolidated
financial statements as  the Company believes that it  is  not
probable at this time that a sufficient level of Net Cash Flow
will  be  generated  in  the future  or  that  there  will  be
sufficient Maturity Market Value as of December 31, 2008  (the
COLA  maturity date) to pay any such unaccrued Contingent Base
Interest.  The following table is a summary of Mandatory  Base
Interest  and  Contingent Base Interest for the  three  months
ended  and  the year ended December 31, 1997 (dollars  are  in
millions):

                                           1998           1997
                                           -----          -----
Mandatory Base Interest paid           $    4.4            8.8
Contingent Base Interest paid                --             --
Cumulative deficiency of Contingent
  Base Interest at end of year         $  110.7          107.4

Net Cash Flow was $0 for 1997 is expected to be $0 for 1998.

      With respect to any calendar year, JMB or its affiliates
may  receive a Qualified Allowance in an amount equal to  1.5%
per  annum of the Fair Market Value of the gross assets of the
Company  (other  than  cash and cash equivalents  and  certain
other  types  of assets as provided for in the Indenture)  for
providing  certain  advisory  services  to  the  Company.  The
aforementioned advisory services, which are provided  pursuant
to  a  30-year  Services Agreement entered  into  between  the
Company  and  JMB Realty Corporation ("JMB"), an affiliate  of
the  Company, in November 1988, include making recommendations
in  the  following areas: (i) the construction and development
of  real property; (ii) land use and zoning changes; (iii) the
timing  and pricing of properties to be sold; (iv) the timing,
type  and  amount  of  financing  to  be  incurred;  (v)   the
agricultural   business;  and  (vi)  the  uses  (agricultural,
residential,  recreational  or  commercial)  for   the   land.
However, the Qualified Allowance shall be earned and paid  for
each  year prior to maturity of the COLAS only if the  Company
generates  sufficient  Net  Cash Flow  to  pay  Mandatory  and
Contingent Base Interest for such year in an amount  equal  to
8%  . Any portion of the Qualified Allowance not paid for  any
year shall cumulate without interest and JMB or its affiliates
shall  be paid such deferred amount in succeeding years,  only
after  the  payment of all Contingent Base Interest  for  such
succeeding  year and then, only to the extent  that  Net  Cash
Flow exceeds levels specified in the Indenture.

A  Qualified Allowance for 1989 of approximately $6.2  million
was paid on February 28, 1990.  Approximately $64.5 million of
Qualified Allowance related to the period from January 1, 1990
through December 31, 1997 has not been earned and paid, and is
payable  only  to  the extent that future  Net  Cash  Flow  is
sufficient. Accordingly, because the Company does not  believe
it  is  probable at this time that a sufficient level  of  Net
Cash Flow will be generated in the future to pay the Qualified
Allowance,  the  Company  has not accrued  for  any  Qualified
Allowance  payments in the accompanying consolidated financial
statements.  JMB has informed the Company that no  incremental
costs or expenses have been incurred relating to the provision
of  these advisory services.  The Company believes that  using
an  incremental cost methodology is reasonable.  The following
table  is  a summary of the Qualified Allowance for  the  year
ended December 31, 1997 (dollars are in millions):

                                                          1997
                                                         -----
Qualified Allowance calculated                          $ 10.1
Qualified Allowance paid                                    --
Cumulative deficiency of Qualified
 Allowance at end of year                               $ 64.5

      After  the maturity date of the COLAS, JMB will continue
to   provide  advisory  services  pursuant  to  the   Services
Agreement,  the  Qualified  Allowance  for  such  years   will
continue to be 1.5% per annum of the Fair Market Value of  the
gross  assets  of  the  Company and its subsidiaries  and  the
Qualified  Allowance  will continue to  be  payable  from  the
Company's Net Cash Flow.  Upon the termination of the Services
Agreement, if there has not been sufficient Net Cash  Flow  to
pay  the cumulative deficiency in the Qualified Allowance,  if
any, such amount would not be due or payable to JMB.

      Upon  maturity,  holders of COLAS will  be  entitled  to
receive  the  remaining outstanding principal balance  of  the
COLAS  plus  unpaid  Mandatory Base Interest  plus  additional
interest equal to the unpaid Contingent Base Interest, to  the
extent  of  the Maturity Market Value (Maturity  Market  Value
generally means 90% of the excess of the Fair Market Value (as
defined)  of  the  Company's  assets  at  maturity  over   its
liabilities  (including Qualified Allowance, but only  to  the
extent earned and payable from Net Cash Flow generated through
maturity) at maturity, which liabilities have been incurred in
connection  with  its operations), plus 55% of  the  remaining
Maturity Market Value.

RESULTS OF OPERATIONS
GENERAL:

      The  Company and its subsidiaries report its taxes as  a
part  of  the  consolidated tax return  for  Northbrook.   The
Company  and  its  subsidiaries  have  entered  into   a   tax
indemnification  agreement with Northbrook, which  indemnifies
the  Company and its subsidiaries for responsibility  for  all
past,  present  and  future  federal  and  state  income   tax
liabilities  (other  than  income  taxes  which  are  directly
attributable to cancellation of indebtedness income caused  by
the repurchase or redemption of securities as provided for  in
or contemplated by the Repurchase Agreement).

      Current  and deferred taxes have been allocated  to  the
Company  as  if  the  Company  were  a  separate  taxpayer  in
accordance  with the provisions of SFAS No. 109  -  Accounting
for   Income   Taxes.   However,  to  the   extent   the   tax
indemnification  agreement does not  require  the  Company  to
actually pay income taxes, current taxes payable or receivable
(excluding  income  taxes which are directly  attributable  to
cancellation  of indebtedness income caused by the  repurchase
or redemption of securities as provided for in or contemplated
by  the  Repurchase Agreement) have been reflected  as  deemed
contributions  to additional paid-in capital or  distributions
from   retained   earnings  (deficit)  in   the   accompanying
consolidated  financial  statements.  As  such,  the  deferred
income tax liabilities reflected on the Company's consolidated
balance  sheet are not expected to result in cash payments  by
the Company.

     The Company is assessing the modifications or replacement
of its software that may be necessary for its computer systems
to  function properly with respect to dates in the  year  2000
and thereafter.  The Company does not believe that the cost of
either  modifying  existing  software  or  converting  to  new
software  will have a material adverse impact on the financial
condition  of  the  Company and the  Company's  management  is
taking action to insure that that the year 2000 issue will not
pose   significant  operational  problems  for  its   computer
systems.  The  Company is initiating discussions with  parties
with  whom it does business to ensure that those parties  have
appropriate  plans to remediate year 2000 issues  where  their
systems  impact  the  Company's  operations.   There   is   no
assurance  that  the  systems of those parties  will  function
properly and would not have an adverse effect on the Company's
operations.
     
     Selling,  general and administrative costs  deceased  for
the three months ended March 31, 1998 as compared to the three
months  ended March 31, 1997 due primarily to payroll  savings
associated with the Company's restructuring in early 1997.

      Interest  expense increased for the three  months  ended
March 31, 1998 as compared to the three months ended March 31,
1997 due to additional affiliated financing.

AGRICULTURE SEGMENT:

      The  Company's  Agriculture segment is  responsible  for
activities related to the cultivation, processing and sale  of
sugar  cane and coffee.  Agriculture's revenues are  primarily
derived  from the Company's sale of its raw sugar.   Reference
is  made  to the "Liquidity and Capital Resources" section  of
"Management's Discussion and Analysis  of Financial  Condition
and  Results  of  Operations" for a  discussion  of  potential
uncertainties  regarding  the  price  of  raw  sugar  and  the
continuation of the Company's sugar cane operations.

      The Company's sugar plantations sell all their raw sugar
production  to  the Hawaiian Sugar and Transportation  Company
("HSTC"),  which is an agricultural cooperative owned  by  the
major  Hawaii producers of raw sugar (including the  Company).
Pursuant  to a long term supply contract, HSTC is required  to
sell, and the California and Hawaiian Sugar Company ("C&H") is
required  to  purchase, all raw sugar produced by  the  HSTC's
cooperative  members.  HSTC remits to its cooperative  members
the  remaining  proceeds from its sugar sales  after  storage,
delivery  and  administrative costs.  The  Company  recognizes
revenues  and related cost of sales upon delivery of  its  raw
sugar by HSTC to C&H.

      As  part  of  the Company's agriculture operations,  the
Company  enters into commodities futures contracts and options
in  raw  sugar  as deemed appropriate to reduce  the  risk  of
future  price  fluctuations.   These  futures  contracts   and
options  are  accounted for as hedges and, accordingly,  gains
and  losses  are deferred and recognized in cost of  sales  as
part of the production cost.

      During  the  first  three months  of  1998,  agriculture
revenues  were $.9 million as compared to $.7 million  in  the
first three months of 1997.  During the first three months  of
1998 and 1997, the Company did not harvest or sell any of  its
sugar cane and accordingly such revenues related primarily  to
proceeds from molasses sales and land rents.

     During the first three months of 1998, cost of sales were
$1.6  million  as compared to $.8 million in the  first  three
months of 1997.  The $.8 million increase was due primarily to
an  increase  in cost of sales primarily from  the  timing  of
certain costs attributable to the Company's coffee operations.

      The  operating loss of $1.9 million in the  first  three
months of 1998 as compared to $1.2 million in the first  three
months  of 1997 was due primarily to the increase in  cost  of
sales related to coffee operations (as discussed above).

PROPERTY SEGMENT:

      The  Company's Property segment is responsible for  land
planning  and  development  activities;  obtaining  land  use,
zoning  and other governmental approvals; selling or financing
developed and undeveloped land parcels; and the management and
operation of the Company's golf course facilities.

      Revenues  decreased slightly to $8.3 million during  the
first  three months of 1998 from $8.8 million during the first
three months of 1997. Property revenues include revenues  from
land sales of approximately $1.7 million and $2.9 million  for
the  first  three  months of 1998 and 1997, respectively,  and
revenues  from the operations of the three golf courses  owned
by  the Company of approximately $4.4 million and $4.5 million
for  the  first  three  months of 1998 and  1997.  Land  sales
included revenues for the three months ended March 31, 1998 of
approximately $.7 million of land sales related  to  Kaanapali
Golf  Estates  and  $1.0 million primarily from  the  sale  of
unentitled agricultural and conservation land parcels on Kauai
and Hawaii.

      During the first three months of 1998, property cost  of
sales  were  $4.4 million as compared to $5.7 million  in  the
first three months of 1997. The $1.3 million decrease was  due
primarily to a decrease in costs associated with land  parcels
sold (as discussed above).

      Property sales and cost of sales decreased for the first
three months of 1998 as compared to the first three months  of
1997  due  to  lower sales volume, however,  operating  income
improved  primarily due to slightly improved margins  realized
on property sold during 1998.

     (a)  Maui

     In general, the development of the Company's land on Maui
is  expected  to  be long-term in nature.   As  Maui  is  less
populated  than  Oahu and more dependent on the resort/tourism
industry,  much of the Company's land is intended  for  resort
and  resort-related uses.  Due to overall economic  conditions
and  trends  in tourism, demand for these land uses  has  been
weak.  The  Company's homesite inventory  on  Maui,  which  is
targeted  to  the  second home buyer, has  experienced  slower
sales  activity  over  the  past five  years  than  originally
expected.   The  Company's  competitors  on  Maui  have   also
experienced slow sales activity.  The Company is continuing to
evaluate  its plans and the timing of development of its  land
holdings  in light of the current weak market demand  and  the
capital resources needed for future development.

      The  Company  has  determined  that  the  focus  of  its
development efforts should be on its Kaanapali/Honokowai  land
holdings   (approximately  3,200  acres)  on  Maui.   Although
additional  governmental approvals are required  for  most  of
these   lands,  approximately  900  acres  of  the   Company's
Kaanapali/Honokowai land holdings already have  some  form  of
entitlements.   Due  to  the  strong  market  appeal  of   the
Kaanapali  Beach Resort, the Company believes its  development
efforts  are  best  concentrated in this  area  where  it  has
certain development approvals already secured.

      The  Company's Kahoma, Launiupoko and Olowalu properties
(in  total  approximately 9,000 acres) are  considered  to  be
better  suited  in  the  near term for agricultural  uses  and
possibly  for  lower  density, more  rural  developments.   To
generate  cash,  the  Company  has  decided  to  sell  certain
portions of these land holdings as unentitled parcels, and may
consider selling additional portions of these lands based upon
market conditions and the cash needs of the Company.

       Kaanapali  Golf  Estates.  The  Company  is   marketing
Kaanapali Golf Estates, a residential community that  is  part
of  the Kaanapali Beach Resort on West Maui.  During 1997, the
Company  generated approximately $4.8 million  in  land  sales
from  Kaanapali  Golf  Estates.  Kaanapali  Golf  Estates   is
approved  for  340 homesites, of which approximately  90  lots
have  been  sold by the Company. The residential  property  is
divided  into  numerous  parcels.  In May  1997,  the  Company
obtained  final subdivision approval for a 32 lot  subdivision
of  one such parcel (referred to as "Parcel 17B"). Fifteen  of
these  lots  closed  in August and September  1997  for  sales
prices   of  approximately  $150,000  per  lot.  The   Company
commenced on-site construction of the subdivision improvements
for   Parcel   17B  in  August  1997.  Construction   of   the
improvements  was  completed in  March  1998,  at  a  cost  of
approximately $1.7 million. For the three months  ended  March
31, 1998, the Company generated .7 million from the sale of  4
lots of parcel 17B.  In April 1998, three additional lots were
sold  for an aggregate of $.5 million.  As of the date of this
report,  six  lots  remain available at an  average  price  of
$170,000.  In addition, the six remaining lots in an  adjacent
parcel  (referred to as "Parcel 14") closed in 1997 for  sales
prices totaling $2.0 million.

     Kai  Ala  Place.  In  1995,  the  Company  subdivided  an
oceanfront  parcel commonly known as Kai Ala  Place  into  six
single family homesites of approximately one acre each. Two of
the  lots  were  sold  in 1995 generating  sales  proceeds  of
approximately $4.1 million. The remaining four lots were  sold
in  1997  as  a package to a local developer for  a  "package"
price of $5.2 million.

      North Beach. The Company is part of a joint venture with
Tobishima   Pacific   Inc.   ("Tobishima"),   a   wholly-owned
subsidiary of a Japanese company, the purpose of which  is  to
plan,  manage and develop approximately 96 acres of beachfront
property  at  Kaanapali  known as "North  Beach".   The  joint
venture,  in  which  the  Company  has  a  50%  interest,  has
governmental  approvals, subject to receiving  a  Project  SMA
permit,   for  the  development  of  up  to  3,200  hotel   or
condominium  units on four separate sites.   The  North  Beach
property  constitutes nearly all of the remaining  developable
beachfront  acreage  at Kaanapali. The  development  of  North
Beach  continues to be tied to the completion of  the  Lahaina
bypass   highway   or   other  traffic   mitigation   measures
satisfactory  to the Maui County Planning Commission  ("MPC").
Although  the  joint  venture has state  urbanization,  county
zoning  and  a  Master  SMA permit, a Project  SMA  permit  is
required  for each of the four sites as development plans  are
completed.

      The  Company  filed for a Project SMA in March  1997  to
develop  a  time-share resort on 14 acres of the  North  Beach
property  (the "Site").  A land option/purchase agreement  was
entered  into  by the Company with Tobishima in October  1996,
giving  the  Company  an  option to purchase  Tobishima's  50%
interest  in  the Site for $7 million.  The Company  does  not
expect  to  consummate this purchase until  all  discretionary
land  use  permits are received for development of  the  time-
share  resort.   In  accordance with the land  option/purchase
agreement, the Company has made nonrefundable deposits of $0.4
million, which may be applied to the purchase price,  to  keep
the  option  available through March 31,  1998.  However,  the
Company  has  decided not to make any additional nonrefundable
deposits   at  this  time.   The  Company  is  currently   re-
negotiating  the purchase site option/purchase agreement  with
Tobishima.

     A  public  hearing was held on the Project SMA permit  on
July  10,  1997.  Although there was a significant  amount  of
testimony  both for and against the project, the MPC  did  not
make  a  final  decision  at  the  public  hearing.   Instead,
"intervention  status"  was granted  to  several  parties  who
presented  their specific objections to the SMA  permit  in  a
quasi-judicial process (known as a "contested case"  hearing).
The hearing officer for the contested case issued his proposed
Decision and Order (the "D&O") in December 1997.  Although the
proposed  D&O  recommended granting the  Project  SMA  permit,
there were a significant number of new conditions with respect
to  the  development.  The Company plans to object to many  of
these  conditions and to request that the MPC modify or delete
these  conditions.  Final MPC action on the Company's  Project
SMA permit application is not anticipated until later in 1998.
Although there can be no assurance that the Project SMA permit
will  be  received (and that if such permit is approved,  that
its  terms  and conditions will be acceptable to the Company),
Company  management is hopeful that the Company  will  receive
the   necessary  approvals  to  proceed  with  the  time-share
development of the Site.

      The Company believes that the potential for a successful
time-share development at North Beach will be greatly enhanced
by  the involvement of a company with past experience in time-
share development, and in the marketing and sale of time-share
intervals (one week ownership rights).  In February 1997,  the
Company formed a limited partnership with an affiliate  of  an
experienced  time-share  development and  management  company.
Kaanapali Ownership Resorts L.P., the new limited partnership,
is owned 85% by affiliates of the Company and 15% by Kaanapali
Partners  Limited Partnership, an affiliate of the  owners  of
The  Ridge Tahoe resort in Nevada. The partnership is  in  the
process of arranging project financing for the development  of
the time share resort.

     In September 1997, the Company and Tobishima entered into
an  agreement with Maui County providing the County  with  the
option to purchase 33 acres at North Beach (separate from  the
Site) for $15 million.  Maui County cannot exercise its option
to  purchase unless and until the Company receives the Project
SMA permit in a form acceptable to the Company for development
of  the  Site.  The acquisition of the 33 acres by Maui County
would   reduce  the  overall  density  of  the   North   Beach
development  by approximately one-third.  The  Mayor  of  Maui
County  and  the  County  administration  have  agreed   that,
assuming  the  reduction in density were to be  effected,  the
infrastructure upgrades proposed by the Company for the  time-
share  resort would be sufficient for the development  of  the
Site.

      North  Beach  Mauka.   The  Company  has  plans  for  an
additional      18-hole     golf     course,     condominiums,
commercial/retail  and  residential uses.   The  Company  also
plans to evaluate adding a significant time-share component to
the  development  plans for this 318-acre parcel.   Currently,
the  Company  has  Community Plan  approvals  and  R-3  zoning
(residential, minimum 10,000 square foot lots) for North Beach
Mauka.   State  urbanization  is required,  along  with  final
zoning and subdivision.

      Puukolii Village. The Company has regulatory approval to
develop   a   project   known  as   "Puukolii   Village",   on
approximately  249 acres which is also located near  Kaanapali
Beach  Resort. A significant portion of this project  will  be
affordable  housing. Development of most of  Puukolii  Village
cannot   commence  until  after  completion  of  the   planned
Lahaina/Kaanapali  bypass highway.  The proposed   development
of  Puukolii  Village is anticipated to satisfy the  Company's
affordable  housing  requirements  in  connection   with   its
Kaanapali/Honokowai land use entitlements.  For the portion of
Puukolii Village that is not dependent upon completion of  the
Lahaina/Kaanapali   bypass   highway,    the    Company    has
unsuccessfully  attempted to sell several residential  parcels
to  home  builders  and  multi-family residential  developers.
Until  such  time that an acceptable agreement can be  reached
with  a housing developer,  limited funds will be expended  on
infrastructure  (including  an  access  road)   for   Puukolii
Village.

      In  connection  with certain of the Company's  land  use
approvals on Maui, the Company has agreed to provide  employee
and  affordable housing and to participate in the  funding  of
the  design  and construction of the planned Lahaina/Kaanapali
bypass highway. The Company has entered into an agreement with
the  State of Hawaii Department of Transportation covering the
Company's participation in the design and construction of  the
bypass highway.  In conjunction with state urbanization of the
Company's   Kaanapali  Golf  Estates  project,   the   Company
committed to spend up to $3.5 million, (of which approximately
$.8  million has been spent as of March 31, 1998)  toward  the
design  of the highway. Due to lengthy delays by the State  in
the  planned  start date for the bypass highway,  the  Company
recently  funded approximately $.9 million for the engineering
and design of the widening (from 2 to 4 lanes) of the existing
highway  through  the  Kaanapali Beach  Resort.   The  Company
believes  this  $.9 million can be credited against  the  $3.5
million  commitment  discussed above. The Company's  remaining
commitment of another $6.7 million for the construction of the
bypass  highway  is  subject to the Company  obtaining  future
entitlements on Maui and the actual construction of the bypass
highway.   The  development  and construction  of  the  bypass
highway is expected to be a long-term project that will not be
completed until the year 2004 or later.

     (b)  Oahu

     In 1997, the Company began developing the 64 acres of fee
simple  land it owns at the Oahu Sugar mill-site. The  Company
has  received county zoning for a light industrial subdivision
on  a 37-acre portion of the property, which excludes property
containing  the actual sugar mill and adjacent  buildings.  In
connection with the development of this property, the  Company
has  received state land use urbanization for the  entire  64-
acre site.

     Marketing of the first twenty-three lots within the light
industrial subdivision commenced in August 1997. Although  the
Company  received significant interest from potential  buyers,
the  Company  has not received any acceptable firm  offers  on
these  lots.  The infrastructure for these first  twenty-three
lots  is expected to cost approximately $5.9 million, of which
$3.9  million  has  been spent through  March  31,  1998.  The
Company    does    not   anticipate   completing    additional
infrastructure  except in connection with a sufficient  number
of  purchase and sale agreements. If the light industrial lots
cannot  be sold individually, the Company will pursue  a  bulk
land  sale  for  this development. The Company has  begun  the
process of seeking the necessary government approvals for  the
re-development  of  the  remainder of the  mill-site  parcels,
including planned commercial, public and quasi-public uses.

     (c)  Kauai

      The  Company owns approximately 28,000 acres of land  on
the  island of Kauai, the vast majority of which is classified
and  zoned  by  the State of Hawaii and the County  of  Kauai,
respectively, as agricultural and conservation  lands.   There
are three large contiguous parcels which comprise the bulk  of
these  Kauai land holdings: Kealia, Kapaa and Lihue/Hanamaulu.
Each  of  the  parcels is located along the eastern  shore  of
Kauai.  Large portions of the agricultural lands are currently
used   for  sugar  cane  cultivation,  and  portions  of   the
conservation  lands  are  utilized  by  the  Company's   sugar
plantations  to  collect, store and transmit irrigation  water
from mountainous areas to the sugar cane fields.

     The  Company has state urbanization and county zoning for
a   552   acre   master-planned   community   known   as   the
Lihue/Hanamaulu  Town Expansion, which includes  approximately
1,800 affordable and market rate residential units, commercial
and  industrial facilities and a number of community and other
public  uses. The Company does not plan to pursue  subdivision
and  building permits for this project until the  real  estate
market  on  Kauai improves.  Once construction  commences  the
project is expected to span 20 years.

      The  Company has decided to sell large portions  of  its
Kauai  land holdings which includes  all of Kealia and  Kapaa.
The entire 6,700 Kealia parcel is currently under contract for
sale.  The  contract  includes  numerous  contingencies   and,
therefore,  it is difficult to predict whether the buyer  will
ultimately  close the transaction.  Approximately 2,000  acres
in  Kapaa  are  currently listed for sale.   The  Company  has
certain  additional lands also listed for sale; however,  many
of  these  are  smaller  remnant  parcels.   The  Company  may
consider selling additional portions of these lands based upon
market conditions and the cash needs of the Company.

     (d)  Hawaii

     The Company owns approximately 1,400 acres of land on the
island  of Hawaii of which almost all are  classified  by  the
State  of  Hawaii  and  zoned  by  the  County  of  Hawaii  as
agricultural  lands.  These lands are located on  the  eastern
(windward)  side  of the island, primarily in  the  Keaau  and
Pahoa districts, south of the town of Hilo.

PART II.  OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS

     The Company is not involved in any material pending legal
proceedings, other than ordinary routine litigation incidental
to  its business. The Company and/or certain of its affiliates
have  been  named  as defendants in several pending  lawsuits.
While  it  is  impossible  to  predict  the  outcome  of   the
litigation that is now pending (or threatened) and  for  which
the  potential  liability  is not covered  by  insurance,  the
Company is of the opinion that the ultimate liability from any
of  the  litigation will not materially adversely  affect  the
Company's results of operations or its financial condition.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

          (a)The  following  documents  are  included  as   an
             exhibits to this report.

Exhibit No.   Exhibit

4.1    Indenture, including the form of COLAS, among Amfac/JMB
       Hawaii,  Inc.,  its  subsidiaries  as  Guarantors   and
       Continental  Bank  National  Association,  as   Trustee
       (dated as of March 14, 1989). (2)
4.2    Amendment dated as of January 17, 1990 to the Indenture
       relating to the COLAS. (2)
4.3    $28,097,832  Promissory  Note  from  Amfac,   Inc.   to
       Amfac/JMB  Hawaii, Inc. Extended and Reissued Effective
       December 31, 1993. (3)
4.4    The  five  year  $66,000,000 loan with  the  Employees'
       Retirement  System of the State of Hawaii to  Amfac/JMB
       Hawaii, Inc. as of June 25, 1991. (4)
4.5    $15,000,000 Credit Agreement dated March 31, 1993 among
       AMFAC/JMB Hawaii, Inc. and Continental Bank N.A (5).
4.6    $10,000,000 loan agreement between Waikele  Golf  Club,
       Inc.   and  ORIX  USA  Corporation.   $10,000,000  loan
       agreement between Waikele Golf Club, Inc. and  Bank  of
       Hawaii. (6)
4.7    $52,000,000  Promissory Note to Northbrook  Corporation
       from Amfac/JMB Hawaii, Inc., effective May 31, 1995  is
       filed herewith. (7)
4.8    Agreement  for  delivery and sale of raw sugar  between
       Hawaii Sugar Transportation Corporation, as seller, and
       C&H, as Buyer, dated June 4, 1993. (8)
4.9    Standard  Sugar  Marketing Contracts  between  Hawaiian
       Sugar  Transportation Company and Hawaii Sugar  Growers
       dated June 4, 1993. (9)
4.10   Amendment  to the $66,000,000 loan with the  Employees'
       Retirement  System of the State of Hawaii to  Amfac/JMB
       Hawaii, Inc. as of April 18, 1996. (9)
4.11   Amended  and  Restated $52,000,000 Promissory  Note  to
       Northbrook  Corporation  from  Amfac/JMB  Hawaii,  Inc.
       extended and reissued effective June 1, 1996. (10)
4.12   Amended  and Restated $28,087,832 Promissory Note  from
       Amfac,  Inc.  to  Amfac/JMB Hawaii, Inc.  extended  and
       reissued effective June 1, 1996. (10)
4.13   $10,000,000  loan  agreement  between  Amfac   Property
       Development Corp. and City Bank at December  18,  1996.
       (11)
4.14   Amended  and  Restated $25,000,000 loan agreement  with
       the Bank of Hawaii dated February 4, 1997. (12)
4.15   Limited  Partnership Agreement for Kaanapali  Ownership
       Resorts, L.P. dated February 1, 1997 for development of
       time-share resort on Kaanapali. (11)
4.16   Second Supplement to the Indenture dated as of March 1,
       1998. (13)
4.17   $104,759,324   promissory   Note   between   Northbrook
       Corporation and Amfac Land Company, Ltd. dated  January
       1, 1998. (13)
4.18   Revolving    Credit    Note   between    Fred    Harvey
       Transportation  Company, Inc. and Amfac  Land  Company,
       Ltd., dated January 1, 1998. (13)
10.1   Escrow Deposit Agreement. (1)
10.2   General  Lease S-4222, dated January 1,  1969,  by  and
       between  the State of Hawaii and Kekaha Sugar  Company,
       Limited. (1)
10.3   Grove  Farm Haiku Lease, dated January 25, 1974 by  and
       between Grove Farm Company, Incorporated and The  Lihue
       Plantation Company, Limited. (1)
10.4   General  Lease S-4412, dated October 31, 1974,  by  and
       between  the  State of Hawaii and the Lihue  Plantation
       Company, Limited. (1)
10.5   General  Lease  S-4576, dated March 15,  1978,  by  and
       between  the  State of Hawaii and The Lihue  Plantation
       Company, Limited. (1)
10.6   General  Lease  S-3821, dated  July  8,  1964,  by  and
       between  the  State  of  Hawaii and  East  Kauai  Water
       Company, Ltd. (1)
10.7   Amended and Restated Power Purchase Agreement, dated as
       of  June  15, 1992, by and between The Lihue Plantation
       Company, Limited and Citizens Utilities Company. (1)
10.8   U.S.  Navy  Waipio Peninsula Agricultural Lease,  dated
       May  26, 1964, between The United States of America (as
       represented  by the U.S. Navy) and Oahu Sugar  Company,
       Ltd. (1)
10.9   Amendment  to  the Robinson Estate Hoaeae Lease,  dated
       May  15, 1967, by and between various Robinsons,  heirs
       of  Robinsons,  Trustees and Executors, etc.  and  Oahu
       Sugar  Company,  Limited  amending  and  restating  the
       previous lease. (1)
10.10  Amendment to the Campbell Estate Lease, dated April 16,
       1970, between Trustees under the Will and of the Estate
       of  James  Campbell, Deceased, and Oahu Sugar  Company,
       Limited amending and restating the previous lease. (1)
10.11  Bishop Estate Lease No. 24,878, dated June 17, 1977, by
       and  between  the  Trustees of the  Estate  of  Bernice
       Pauahi Bishop and Pioneer Mill Company, Limited. (1)
10.12  General Lease S-4229, dated February 25, 1969,  by  and
       between  the State of Hawaii, by its Board of Land  and
       Natural  Resources  and Pioneer Mill Company,  Limited.
       (1)
10.13  Honokohau  Water  License,  dated  December  22,  1980,
       between  Maui  Pineapple Company Ltd. and Pioneer  Mill
       Company, Limited. (1)
10.14  Water Licensing Agreement, dated September 22, 1980, by
       and  between  Maui Land & Pineapple Company,  Inc.  and
       Amfac, Inc. (1)
10.15  Joint Venture Agreement, dated as of March 19, 1986, by
       and   between  Amfac  Property  Development  Corp.  and
       Tobishima Properties of Hawaii, Inc. (1)
10.16  Development  Agreement, dated March 19,  1986,  by  and
       between  Kaanapali North Beach Joint Venture and  Amfac
       Property  Investment Corp. and Tobishima Pacific,  Inc.
       (1)
10.19  Keep-Well Agreement between Northbrook Corporation  and
       Amfac/JMB Finance, Inc. (2)
10.20  Repurchase  Agreement, dated March  14,  1989,  by  and
       between  Amfac/JMB Hawaii, Inc. and Amfac/JMB  Finance,
       Inc. (2)
10.21  Amfac  Hawaii  Tax Agreement, dated November  21,  1988
       between  Amfac/JMB  Hawaii, Inc.,  and  Amfac  Property
       Development  Corp.;  Amfac Property  Investment  Corp.;
       Amfac  Sugar  and  Agribusiness, Inc.; Kaanapali  Water
       Corporation;  Amfac  Agribusiness, Inc.;  Kekaha  Sugar
       Company,   Limited;   The  Lihue  Plantation   Company,
       Limited;  Oahu  Sugar  Company, Limited;  Pioneer  Mill
       Company,  Limited;  Puna  Sugar  Company,  Limited;  H.
       Hackfeld  & Co., Ltd.; and Waiahole Irrigation Company,
       Limited. (2)
10.22  Amfac-Amfac  Hawaii Tax Agreement, dated  February  21,
       1989 between Amfac, Inc. and Amfac/JMB Hawaii, Inc. (2)
10.23  Services  Agreement, dated November 18,  1988,  between
       Amfac/JMB  Hawaii, Inc., and Amfac Property Development
       Corp.; Amfac Property Investment Corp.; Amfac Sugar and
       Agribusiness, Inc.; Kaanapali Water Corporation;  Amfac
       Agribusiness, Inc.; Kekaha Sugar Company, Limited;  The
       Lihue  Plantation Company, Limited; Oahu Sugar Company,
       Limited;  Pioneer  Mill Company,  Limited;  Puna  Sugar
       Company, Limited; H. Hackfeld & Co., Ltd.; and Waiahole
       Irrigation Company, Limited and JMB Realty Corporation.
       (2)
19.0   $35,700,000 agreement for sale of C&H and certain other
       C&H assets, to A&B Hawaii, Inc. in June 1993. (7)
22.1   Subsidiaries of Amfac/JMB Hawaii, Inc. (1)
99.1   A  copy of pages 19, 41-45 and 51 of the Prospectus  of
       the  Company  dated December 5, 1988 (relating  to  SEC
       Registration  Statement on Form S-1 (as  amended)  File
       No. 33-24180) and hereby incorporated by reference. (2)

       Pursuant  to  Item  6.01 (b)(4) of Regulation  SK,  the
       registrant  hereby undertakes to provide the Commission
       upon  its request a copy of any agreement with  respect
       to  long-term  indebtedness of the registrant  and  its
       consolidated  subsidiaries  that  does  not  exceed  10
       percent  of the total assets of the registrant and  its
       subsidiaries on a consolidated basis.

(1)      Previously  filed  as  exhibits  to   the   Company's
Registration  Statement  of Form S-1 (as  amended)  under  the
Securities  Act  of  1933  (File  No.  33-24180)  and   hereby
incorporated by reference.

(2)    Previously filed as exhibits to the Company's Form 10-K
report  under  the Securities Act of 1934 (File No.  33-24180)
filed on March 27, 1989 and hereby incorporated by reference.

(3)    Previously filed as exhibits to the Company's Form 10-K
report  under  the Securities Act of 1934 (File No.  33-24180)
filed on March 27, 1991 and hereby incorporated by reference.

(4)    Previously filed as exhibits to the Company's Form 10-Q
report  under  the Securities Act of 1934 (File No.  33-24180)
filed on August 13, 1991 and hereby incorporated by reference.

(5)     Previously filed as exhibit to the Company's Form 10-Q
report  under  the Securities Act of 1934 (File No.  33-24180)
filed on May 14, 1993 and hereby incorporated by reference.

(6)     Previously filed as exhibit to the Company's Form 10-Q
report  under  the Securities Act of 1934 (File No.  33-24180)
filed  on  November  11,  1993  and  hereby  incorporated   by
reference.

(7)    Previously filed as exhibits to the Company's Form 10-K
report  under  the Securities Act of 1934 (File No.  33-24180)
filed on March 27, 1994 and hereby incorporated by reference.

(8)    Previously filed as an exhibit to the Company's Form 10-
Q  report under the Securities Act of 1934 (File No. 33-24180)
filed May 12, 1995 and hereby incorporated by reference.

(9)    Previously filed as an exhibit to the Company's Form 10-
Q  report under the Securities Act of 1934 (File No. 33-24180)
filed May 13, 1996 and hereby incorporated by reference.

(10)    Previously filed as exhibit to the Company's Form 10-Q
report  under  the Securities Act of 1934 (File No.  33-24180)
filed on August 13, 1996 and hereby incorporated by reference.

(11)    Previously filed as exhibit to the Company's Form 10-K
report  under  the Securities Act of 1934 (File No.  33-24180)
filed March 21, 1997 and hereby incorporated by reference.

(12)    Previously filed as exhibit to the Company's Form 10-Q
report  under  the Securities Act of 1934 (File No.  33-24180)
filed May 15, 1996 and hereby incorporated by reference.

(13)    Previously filed as exhibit to the Company's Form  8-K
report  under  the  Securities  Act  of  1934  (File  No.  33-
24180)filed   March  3,  1998  and  hereby   incorporated   by
reference.
         

                           SIGNATURES



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


                   AMFAC/JMB HAWAII, INC.




                   By:  Edward J. Kroll
                        Vice President
                   Date:May 12, 1998


      Pursuant to the requirements of the Securities  Exchange
Act  of  1934,  this  report  has been  signed  below  by  the
following person in the capacity and on the date indicated.




                        Edward J. Kroll
                        Principal Accounting Officer
                   Date:May 12, 1998

                           SIGNATURES



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


                   AMFAC/JMB FINANCE, INC.




                   By:  Edward J. Kroll
                        Vice President
                   Date:May 12, 1998


      Pursuant to the requirements of the Securities  Exchange
Act  of  1934,  this  report  has been  signed  below  by  the
following person in the capacity and on the date indicated.




                        Edward J. Kroll
                        Principal Accounting Officer
                   Date:May 12, 1998


                           SIGNATURES



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


                   AMFAC LAND COMPANY, LIMITED




                   By:  Edward J. Kroll
                        Vice President
                   Date:May 12, 1998


      Pursuant to the requirements of the Securities  Exchange
Act  of  1934,  this  report  has been  signed  below  by  the
following person in the capacity and on the date indicated.




                        Edward J. Kroll
                        Principal Accounting Officer
                   Date:May 12, 1998


                           SIGNATURES



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


                   AMFAC PROPERTY DEVELOPMENT CORP.




                   By:  Edward J. Kroll
                        Vice President
                   Date:May 12, 1998


      Pursuant to the requirements of the Securities  Exchange
Act  of  1934,  this  report  has been  signed  below  by  the
following person in the capacity and on the date indicated.




                        Edward J. Kroll
                        Principal Accounting Officer
                   Date:May 12, 1998

                           SIGNATURES



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


                   AMFAC PROPERTY INVESTMENT CORP.




                   By:  Edward J. Kroll
                        Vice President
                   Date:May 12, 1998


      Pursuant to the requirements of the Securities  Exchange
Act  of  1934,  this  report  has been  signed  below  by  the
following person in the capacity and on the date indicated.




                        Edward J. Kroll
                        Principal Accounting Officer
                   Date:May 12, 1998


                           SIGNATURES



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


                   H. HACKFIELD $ CO., LTD.




                   By:  Edward J. Kroll
                        Vice President
                   Date:May 12, 1998


      Pursuant to the requirements of the Securities  Exchange
Act  of  1934,  this  report  has been  signed  below  by  the
following person in the capacity and on the date indicated.




                        Edward J. Kroll
                        Principal Accounting Officer
                   Date:May 12, 1998


                           SIGNATURES



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


                   KAANAPALI ESTATES COFFEE, INC.




                   By:  Edward J. Kroll
                        Vice President
                   Date:May 12, 1998


      Pursuant to the requirements of the Securities  Exchange
Act  of  1934,  this  report  has been  signed  below  by  the
following person in the capacity and on the date indicated.




                        Edward J. Kroll
                        Principal Accounting Officer
                   Date:May 12, 1998


                           SIGNATURES



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


                   KAANAPALI WATER CORPORATION




                   By:  Edward J. Kroll
                        Vice President
                   Date:May 12, 1998


      Pursuant to the requirements of the Securities  Exchange
Act  of  1934,  this  report  has been  signed  below  by  the
following person in the capacity and on the date indicated.




                        Edward J. Kroll
                        Principal Accounting Officer
                   Date:May 12, 1998


                           SIGNATURES



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


                   KEKAHA SUGAR COMPANY, LIMITED




                   By:  Edward J. Kroll
                        Vice President
                   Date:May 12, 1998


      Pursuant to the requirements of the Securities  Exchange
Act  of  1934,  this  report  has been  signed  below  by  the
following person in the capacity and on the date indicated.




                        Edward J. Kroll
                        Principal Accounting Officer
                   Date:May 12, 1998



                          SIGNATURES


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


                   THE LIHUE PLANTATION COMPANY, LIMITED




                   By:  Edward J. Kroll
                        Vice President
                   Date:May 12, 1998


      Pursuant to the requirements of the Securities  Exchange
Act  of  1934,  this  report  has been  signed  below  by  the
following person in the capacity and on the date indicated.




                        Edward J. Kroll
                        Principal Accounting Officer
                   Date:May 12, 1998


                           SIGNATURES



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


                   OAHU SUGAR COMPANY, LIMITED




                   By:  Edward J. Kroll
                        Vice President
                   Date:May 12, 1998


      Pursuant to the requirements of the Securities  Exchange
Act  of  1934,  this  report  has been  signed  below  by  the
following person in the capacity and on the date indicated.




                        Edward J. Kroll
                        Principal Accounting Officer
                   Date:May 12, 1998


                           SIGNATURES



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


                   PIONEER MILL COMPANY, LIMITED




                   By:  Edward J. Kroll
                        Vice President
                   Date:May 12, 1998


      Pursuant to the requirements of the Securities  Exchange
Act  of  1934,  this  report  has been  signed  below  by  the
following person in the capacity and on the date indicated.




                        Edward J. Kroll
                        Principal Accounting Officer
                   Date:May 12, 1998


                           SIGNATURES



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


                   PUNA SUGAR COMPANY, LIMITED




                   By:  Edward J. Kroll
                        Vice President
                   Date:May 12, 1998


      Pursuant to the requirements of the Securities  Exchange
Act  of  1934,  this  report  has been  signed  below  by  the
following person in the capacity and on the date indicated.




                        Edward J. Kroll
                        Principal Accounting Officer
                   Date:May 12, 1998


                           SIGNATURES



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


                   WAIAHOLE IRRIGATION COMPANY, LIMITED




                   By:  Edward J. Kroll
                        Vice President
                   Date:May 12, 1998


      Pursuant to the requirements of the Securities  Exchange
Act  of  1934,  this  report  has been  signed  below  by  the
following person in the capacity and on the date indicated.




                        Edward J. Kroll
                        Principal Accounting Officer
                   Date:May 12, 1998


                           SIGNATURES



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


                   WAIKELE GOLF CLUB, INC.




                   By:  Edward J. Kroll
                        Vice President
                   Date:May 12, 1998


      Pursuant to the requirements of the Securities  Exchange
Act  of  1934,  this  report  has been  signed  below  by  the
following person in the capacity and on the date indicated.




                   Edward J. Kroll
                   Principal Accounting Officer
                   Date:May 12, 1998