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 June 30, 1997   Commission File Number 33-24180



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


                Hawaii                   99-0217738
  (State of organization)    (I.R.S. Employer Identification No.)


For the  quarter  ended June 30,  1997   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  August  15, 1997, each of Amfac/JMB Hawaii,  Inc.  and
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

Kaanapali Coffee      Hawaii         99-0176334      900 North Michigan Avenue
  Estates,  Inc.                                     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

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

Amfac  Vacations      Hawaii         94-3261831      900 North Michigan Avenue
Managers,  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

H. Hackfeld           Hawaii         99-0037425      900 North Michigan Avenue
 & Co., Ltd.                                         Chicago, Illinois 60611
                                                     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                     23




PART II  OTHER INFORMATION


Item 1.  Legal Proceedings                                       35

Item 6.  Exhibits and Reports on Form 8-K                        35


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

                       Consolidated Balance Sheets

                 June 30, 1997 and December 31, 1996
                         (Dollars in Thousands)
                              (Unaudited)

                              A S S E T S
<CAPTION>
                                          June 30,         December 31,
                                           1997                1996
                                       --------------     -------------
<S>                                      <C>                <C>
A S S E T S
Current assets:
 Cash and cash equivalents                  $9,093             8,736
 Receivables-net                            12,491             4,741
 Inventories                                51,059            56,808
 Prepaid expenses                            2,561             3,439
                                          --------           --------
     Total current assets                   75,204            73,724
                                          --------           --------
Investments                                 46,436            46,187
                                          --------           --------
Property, plant and equipment:
 Land and land improvements                285,636           289,294
 Machinery and equipment                    61,874            60,981
 Construction in progress                    2,834             1,365
                                          --------          --------
                                           350,344           351,640
 Less accumulated depreciation
 and amortization                           36,905            33,856
                                          --------           --------
                                           313,439           317,784

Deferred expenses, net                      12,498            12,975
Other assets                                36,555            32,935
                                          --------           --------
                                        $  484,132           483,605
                                         ==========        ==========
L I A B I L I T I E S
Current liabilities:
 Accounts payable                       $    7,131             5,719
 Accrued expenses                            7,680             9,274
 Current portion of
 long-term debt                              1,228             1,471



                            AMFAC/JMB HAWAII, INC.

                    Consolidated Balance Sheets - Continued

                      June 30, 1997 and December 31, 1996
                             (Dollars in Thousands)
                                  (Unaudited)
                                          June 30,       December 31,
                                             1997            1996
                                       -------------    -------------
 Current portion of
 deferred income taxes                       3,790             5,422
 Amounts due to affiliates                  10,067             8,905
                                          --------           --------
 Total current liabilities                  29,896            30,791
                                          --------           --------
Amounts due to affiliates                  121,236           103,579
Accumulated postretirement
benefit obligation                          55,696            57,662
Long-term debt                             105,529           100,606
Other long-term liabilities                 34,735            35,501
Deferred income taxes                       84,995            88,345
Certificate of Land
Appreciation Notes                         220,692           220,692
                                          --------          --------
 Total liabilities                         652,779           637,176
                                          --------          --------
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                   3,569             6,278
Retained earnings (deficit)               (172,217)         (159,850)
                                         ---------          ---------

 Total stockholder's equity
 (deficit)                                (168,647)         (153,571)
                                         ---------          ---------
                                        $  484,132           483,605
                                        ============      ===========

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

<TABLE>
                     AMFAC/JMB HAWAII, INC.
             Consolidated Statements of Operations
       Three and Six Months Ended June 30, 1997 and 1996
                     (Dollars in Thousands)
                          (Unaudited)
<CAPTION>
                               Three  Months  Ended       Six  Months Ended
                                    June 30                   June 30
                               --------------------     ---------------------
                                 1997     1996              1997    1996
                                -------   -------         ------    ------
<S>                            <C>     <C>              <C>      <C>
Revenue:
    Agriculture               $   7,591    16,744          8,266     22,432
    Property                     10,774    12,215         19,582     21,583
                                -------   -------        -------     -------
                                 18,365    28,959         27,848     44,015
                                -------   -------        -------     -------
Cost of sales:
    Agriculture                   6,649    17,532          7,418     21,645
    Property                     10,475     8,385         16,213     13,724
                                -------   -------       --------    -------
                                 17,124    25,917         23,631     35,369
Selling, general
and administrative                3,512     2,793          6,578      5,942
Depreciation and
amortization                      1,534     1,554          3,049      3,150
                                 -------   -------        -------   -------
Total  costs  and  expenses      22,170    30,264         33,258     44,461

Operating  loss                  (3,805)   (1,305)        (5,410)     (446)
                                  -------  -------         -------  -------
Non-operating income
(expenses):
 Amortization of
   financing costs                 (302)     (451)          (721)     (767)
  Interest  expense              (7,331)   (6,490)       (14,007)  (13,398)
 Interest income                     39        70             80       162
                                 -------   -------        -------   -------
                                 (7,594)   (6,871)       (14,648)  (14,003)
                               -------  -------               --------------
 Loss before taxes              (11,399)   (8,176)       (20,058)  (14,449)

   Income  tax  benefit           4,377     3,060          7,691     5,393
                                 -------   -------        -------  -------

Net loss                       $ (7,022)   (5,116)       (12,367)   (9,056)
                                ========   =======       =======    =======
<FN>

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

<TABLE>
                     AMFAC/JMB HAWAII, INC.

             Consolidated Statements of Cash Flows

            Six Months Ended June 30, 1997 and 1996

                     (Dollars in Thousands)
                          (Unaudited)
<CAPTION>
                                                   1997            1996
                                                 --------        --------
<S>                                             <C>            <C>
Cash flows from operating activities:
  Net  loss                                     $(12,367)         (9,056)
 Items not requiring (providing) cash:
   Depreciation and amortization                   3,049           3,150
   Amortization of deferred costs                    721             767
   Equity in earnings of investments                  10              23
   Income tax benefit                             (7,691)         (5,393)
   Deferred interest                                 545           2,621

Changes in:
   Receivables - net                              (7,750)         (5,402)
   Inventories                                     9,450           4,437
   Prepaid expenses                                  878             531
   Accounts payable                                1,412          (1,592)
   Accrued expenses                               (1,594)         (3,630)
   Amounts due to affiliates                       1,162           4,733
   Other long-term liabilities                    (3,359)         (2,134)
                                                  --------       --------
   Net cash used in
    operating activities                         (15,534)         (10,945)
                                                  --------       --------
Cash flows from investing activities:
 Property additions                               (2,405)          (1,175)
 Investments in joint ventures
 and partnerships                                   (259)            (111)
 Other assets                                     (3,620)          (1,496)
 Other long-term liabilities                          82             (598)
                                                  --------        --------
Net cash used in
 investing activities                             (6,202)          (3,380)
                                                  --------       --------
                    AMFAC/JMB HAWAII, INC.

          Consolidated Statements of Cash Flows - Continued

            Six Months Ended June 30, 1997 and 1996
                    (Dollars in Thousands)
                         (Unaudited)

                                                      1997         1996
                                                   -------        --------
Cash flows from financing activities:
 Deferred expenses                                  (244)             15
 Net repayments of long-term debt                   4,680           (993)
 Amounts due to affiliates                         17,657          13,199
                                                ---------         --------
 Net cash provided by financing
 activities                                        22,093          12,221
                                                ---------        --------
 Net increase (decrease) in cash and cash
 equivalents                                         357           (2,104)
 Cash and cash equivalents,
 beginning of year                                 8,736           11,745
                                                ---------         --------
 Cash and cash equivalents,
 end of period                                   $ 9,093            9,641
                                                =========        ========
Supplemental disclosure of cash flow
information:
 Cash paid for interest
 (net of amount capitalized)                     $ 8,134           10,275

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                                    $ 3,701            2,410
                                                 =========        ========




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

                      AMFAC/JMB HAWAII, INC.

           Notes to Consolidated Financial Statements

                     June 30, 1997 and 1996

                        (Dollars in Thousands)

Readers  of  this quarterly report should refer to the  Company's
audited  financial statements for the fiscal year ended  December
31, 1996, which are included in the Company's 1996 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

      On  November  17,  1988, the stockholders  of  Amfac,  Inc.
("Amfac")  agreed  to  the merger ("Merger")  of  Amfac  with  an
affiliate  of  JMB Realty Corporation ("JMB").   The  Merger  was
consummated  on  November 18, 1988. Amfac/JMB Hawaii,  Inc.  (the
"Company")  was wholly-owned by Amfac, a subsidiary of Northbrook
Corporation  ("Northbrook").  In May 1995, Amfac was merged  into
Northbrook, with Northbrook being the surviving corporation.

       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.

      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  $4,429 and $4,900 at June 30, 1997  and  December
31,  1996,  respectively) as cash equivalents, which approximates
market.  These amounts include $2,005 and $1,552 at June 30, 1997
and  December  31,  1996,  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.  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.

      Investments in certain partnerships and joint ventures,  if
any,  over which the Company exercises significant influence  are
accounted  for  by  the  equity  method.   Revenues  include  the
Company's equity in net income or loss from such investments.  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.

                         AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

      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 $729 and $0 have been capitalized for  the  six
months ended June 30, 1997 and 1996, 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.

      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 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.

                         AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)


(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 June 30, 1997), 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
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 $12,214 during the six months ended June 30,  1997
to   fund  COLA  Mandatory  Base  Interest  payments  and   other
operational needs. The total amount due Northbrook as of June 30,
1997  was  $121,236, which includes accrued interest  of  $5,443.
Pursuant  to  the  Indenture relating to the COLAS,  the  amounts
borrowed from Northbrook are considered "Senior Indebtedness"  to
the COLAS.

(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
$93,166 of the $100,790 cumulative deficiency of Contingent  Base
Interest  related  to  the period from  August  31,  1989  (Final
Issuance Date) through June 30, 1997 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  six  months  ended June 30, 1997  and  the  year  ended
December 31, 1996:

                                            1997      1996
                                           ------    -------  
Mandatory Base Interest paid               $4,414     8,828
Contingent Base Interest paid                  --        --
Cumulative deficiency of Contingent
  Base Interest at end of period     $    100,790    94,169

Net Cash Flow was $0 for 1996 and is expected to be $0 for 1997.

                         AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

     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. 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.

      On March 14, 1989, Amfac/JMB Finance ("Finance"), a wholly-
owned  subsidiary of Northbrook, and the Company entered into  an
agreement   (the  "Repurchase  Agreement")  concerning  Finance'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 $.135. The repurchase
of  the  Class B COLAS may be requested of Finance by the holders
of  such  COLAS on June 1, 1999 at a price equal to 125%  of  the
original  principal amount of such COLAS ($.5) minus all payments
of  principal and interest allocated to such COLAS.  Through  the
date of this report, the cumulative interest paid per Class A and
Class B COLA is approximately $.175 and $.175, respectively.

      On  March  14,  1989, Northbrook entered into  a  keep-well
agreement   with  Finance,  whereby  it  agreed   to   contribute
sufficient capital or make loans to Finance to enable Finance  to
meet   its   COLA   repurchase   obligations   described   above.
Notwithstanding Finance'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 June 30, 1997,  the
Company had approximately 156,000 Class A COLAS and approximately
286,000 Class
                        AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                        (Dollars in Thousands)

B  COLAS  outstanding, with a principal balance of  approximately
$78,000 and $143,000, respectively.

      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).

      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.

(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").  Accrued
Minimum  Interest as of June 30, 1997 was $1,234.  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 $3,695 as of June  30,
1997.  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.

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

      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 $5,852 as of June  30,
1997  and  bears interest at a rate equal to prime rate (8.5%  at
June  30,  1997)  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.

     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 (5.8164% at June 30,  1997)
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. As of June
30,  1997,  the  outstanding principal balance was $24,905,  with
scheduled remaining annual principal maturities of $95  in  1997,
$228  in 1998, 1999, 2000, 2001 and $24,791 thereafter. 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).

     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
June 30, 1997) plus .5% and matures on December 1, 1998.


                     AMFAC/JMB HAWAII, INC.

     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 six  months
ended June 30, 1997 and 1996 are set forth below by each industry
segment:

                                        June 30,   December 31,
                                          1997        1996
                                       ---------    ---------
[S]                                   [C]         [C]
Total Assets:
   Agriculture                         $241,137      239,222
   Property                             223,254      225,372
   Other                                 19,741       19,011
                                        ---------   ---------
                                       $448,132      483,605
                                      =========     =========
                                       Six Months   Six Months
                                         Ended         Ended
                                       June 30,       June 30,
                                         1997           1996
                                       -----------  -----------
Capital Expenditures:
 Agriculture                           $   906          711
 Property                                1,118          464
                                        ---------   ---------
                                       $ 2,024        1,175
                                        =========   =========

Operating income (loss):
 Agriculture                           $(1,408)      (1,556)
 Property                               (1,829)       2,363
 Other                                  (2,173)      (1,253)
                                        ---------   ---------
                                       $(5,410)        (446)
                                        ==========  =========
Depreciation and amortization:
 Agriculture                            $1,961        2,048
 Property                                1,066        1,051
 Other                                      22           51
                                        ---------   ---------
                                        $3,049        3,150
                                        =========   =========

                         AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

(6)  TRANSACTIONS WITH AFFILIATES

      The  Company  incurred  interest expense  of  approximately
$5,443  for  the six months ended June 30, 1997 and approximately
$4,200 for the six months ended June 30, 1996 in connection  with
the  acquisition  and  additional  financing  obtained  from   an
affiliate.  Approximately $5,443 of such interest was  unpaid  as
of June 30, 1997.

     With respect to any calendar year, JMB 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  $54,400  of  Qualified Allowance  related  to  the
period  from  January 1, 1991 through December 31, 1996  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, 1996:

                                    1996
                                   -----
Qualified Allowance calculated    $9,240
Qualified Allowance paid             --
Cumulative deficiency of Qualified
 Allowance at end of year        $60,632



                       AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)


The  Qualified  Allowance for 1997, which will not be  calculated
until  the  year is completed, is not expected to be  paid.   Net
Cash Flow was $0 for 1996 and is expected to be $0 for 1997.

      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  $326  for
the six months ended June 30, 1997 and approximately $249 for the
six  months ended June 30, 1996; approximately $326 of such costs
were  unpaid  as of June 30, 1997. In addition, as  of  June  30,
1997,  the  other  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 June 30, 1997.

       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 six months
ended June 30, 1996 was approximately $543 and approximately $571
for the six months ended June 30, 1997, all of which was paid  as
of June 30, 1997.

      Northbrook and its affiliates allocate certain charges  for
services  to  the  Company  based upon  the  estimated  level  of
services.  Such charges totaled $715 and $644 for the six  months
ended  June  30,  1997  and  June  30,  1996,  respectively.  The
affiliated charges for the second quarter of 1997 were offset  by
$248  of  charges  for  services  provided  by  the  Company  for
Northbrook  or  reimbursement of costs paid  by  the  Company  on
behalf  of  Northbrook. As of June 30, 1997, on a net basis,  the
amount due Northbrook totaled approximately $471 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, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

(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 $4,605 as of June 30,
1997.  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 June 30, 1997, certain portions of the Company's land
not  currently under development or used in sugar operations  are
mortgaged  as  security for approximately $6,297  of  performance
bonds related to property development.

                     AMFAC/JMB HAWAII, INC.

     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, 1996 are as follows:


    Deferred tax (assets):
      Postretirement benefits                                     $(22,488)
      Interest accruals                                             (2,975)
      Other accruals                                                (3,549)
                                                                  ---------
                Total gross deferred tax assets                    (29,012)
                                                                  ---------
    Deferred tax liabilities:
      Accounts receivable, related to profit on sales of sugar       3,065
      Inventories, principally due to sugar production
       costs, capitalized costs, capitalized interest and
        purchase accounting adjustments                                258
      Plant and equipment, principally due to depreciation
        and purchase accounting adjustments                          8,129
      Land and land improvements, principally due      
       to purchase accounting adjustments                           89,537
      Deferred gains, due to installment sales for income
        tax purposes                                                 7,429
      Investments in unconsolidated entities, principally
        due to purchase accounting adjustments                      14,361
                                                                   --------
                Total deferred tax liabilities                     122,779
                                                                   --------
                Net deferred tax liability                         $93,767
                                                                  =========


(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
June  30,  1997 and for the three and six months ended  June  30,
1997 and 1996.

<TABLE>
                    AMFAC/JMB FINANCE, INC.

                         Balance Sheets

              June 30, 1997 and December 31, 1996

      (Dollars in thousands, except per share information)

                          (Unaudited)

<CAPTION>
                          A s s e t s

                                       June  30,      December 31,
                                           1997           1996
                                        -----------    -----------
<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.  ("Finance")  was  incorporated
November  7, 1988 in the State of Illinois.  Finance has  had  no
financial  operations.  All of the outstanding shares of  Finance
are owned by Northbrook Corporation ("Northbrook").

(2)  REPURCHASE OBLIGATIONS

      On  March  14, 1989, Finance and a subsidiary of Northbrook
(Amfac/JMB   Hawaii,  Inc.)  entered  into  an   agreement   (the
"Repurchase Agreement") concerning Finance'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, Inc. in conjunction
with   the  acquisition  of  Amfac/JMB  Hawaii,  Inc..   A  total
aggregate  principal  amount of $384,737  of  COLAS  were  issued
during  the offering, which terminated on August 31,  1989.   The
COLAS were issued in two units consisting of one Class A and  one
Class  B  COLA.   As specified in the Repurchase  Agreement,  the
repurchase  of  the  Class A COLAS may  have  been  requested  of
Finance  by the holders of such COLAS on June 1, 1995 at a  price
equal  to  the  original principal amount of such  COLAS  ($.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 $.135.  The repurchase of the Class B COLAS  may
be  requested of Finance by the holders of such COLAS on June  1,
1999 at a price equal to 125% of the original principal amount of
such  COLAS ($.500) minus all payments of principal and  interest
allocated  to such COLAS.  To date, the cumulative interest  paid
per  Class  A and Class B COLA is approximately $.175 and  $.175,
respectively.

      On  March  14,  1989, Northbrook entered into  a  keep-well
agreement   with  Finance,  whereby  it  agreed   to   contribute
sufficient capital to Finance to enable Finance to meet the  COLA
repurchase obligations described above. Notwithstanding Finance's
repurchase  obligations,  Amfac/JMB Hawaii,  Inc.  may  elect  to
redeem  any  COLAS requested to be repurchased at  the  specified
purchase price in accordance with the terms in the indenture that
governs the terms of the COLAS (the "Indenture").

      On  March  15,  1995, pursuant to the Indenture,  Amfac/JMB
Hawaii,  Inc.  elected  to  exercise its  right  to  redeem,  and
therefore was obligated to repurchase, any and all Class A  COLAS
submitted  pursuant to the redemption offer at a price  of  $.365
per Class A COLA.


PART I.  FINANCIAL INFORMATION

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

     All   references  to  "Notes"  herein  are   to   Notes   to
Consolidated Financial Statements contained in this report.

LIQUIDITY AND CAPITAL RESOURCES

     A  significant  portion of the Company's cash  needs  result
from  the  nature of the real estate development business,  which
requires  significant investment in preparing development  plans,
seeking  land urbanization and other governmental approvals,  and
completing  infrastructure improvements prior to the  realization
of  sales proceeds.  The Company has funded its cash requirements
to  date primarily through the use of short-term bank borrowings,
long-term financing secured by its golf courses on Maui and  Oahu
and  by  a  planned real estate project on Oahu, borrowings  from
affiliates and revenues generated from the development  and  sale
of  its  properties and investments.  Funding  of  the  Company's
future  cash requirements is dependent upon obtaining appropriate
financing and revenues generated from the development and sale of
its properties.

      In order to generate additional cash flows for the Company,
management  has  identified certain land  parcels  that  are  not
included in the Company's long-term development plans. During the
six   months   ended   June  30,  1997,  the  Company   generated
approximately $9.6 million from these non-strategic  land  sales.
During 1996, the Company generated approximately $18.9 million in
land sales, most of which related to non-strategic parcels.

      At June 30, 1997, the Company had cash and cash equivalents
of approximately $9.1 million.

     The Company intends to use its cash reserves, sales proceeds
and  financing or joint venture arrangements to meet  its  short-
term  (next 12 months) and long-term (beyond the next 12  months)
liquidity  requirements,  which include funding  the  development
costs  remaining  at Waikele and on West Maui,  Oahu  and  Kauai,
agricultural  deficits,  payment  of  interest  expense  and  the
repayment  of  principal on debt obligations, as  necessary.  The
Company's  long-term remaining liquidity is  dependent  upon  its
ability  to  obtain additional financing and the consummation  of
certain property sales. There can be no assurance that additional
long-term   financing   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 planned development of these  land  holdings
and  the  ability to generate cash flow from these land  holdings
are  longer  term  in nature than the time frame  experienced  at
Waikele.   Accordingly, if no such financing can be  obtained  or
additional property sales consummated, the Company will defer (to
the  extent  possible) development costs and capital expenditures
to meet liquidity requirements. Additionally, the Company's plans
for  property  sales  may  also  be  adversely  impacted  by  the
inability of potential buyers to obtain financing.

      During  the  first six months of 1997,  net  cash  used  in
operating activities of $15.5 million and in investing activities
of  $6.2 million was primarily provided by $17.7 million of long-
term  financing  from the Company's parent and  $4.7  million  of
additional long-term financing related to the refinancing of  the
WGCI loan (see Note 4).

      During the first six months of 1997, net cash flow used  in
operating activities was $15.5 million, as compared to  net  cash
used  in  operating activities of $10.9 million during the  first
six  months  of  1996.  The $4.6 million decrease  in  cash  flow
related  to  operating activities was due to: (i) an increase  in
1997 of the net loss (after adjusting for items not requiring  or
providing cash) by $7.8 million partially offset by (ii)  changes
in  cash  flow  netting  to an increase of  $3.3  million,  which
related primarily to working capital components.

      During the first six months of 1997, net cash flow used  in
investing  activities totaled $6.2 million,  principally  due  to
property  additions of $2.4 million and the incurrence  of  other
capitalizable  costs related to future land development.   During
the  first six months of 1996, investing activities used net cash
of  $3.4  million, principally due to property additions of  $1.2
million  and  the  incurrence of capitalizable costs  related  to
future land developments of $1.5 million.

      During the first six months of 1997, net cash flow provided
by  financing activities totaled $22.1 million, due primarily  to
$17.7  million  of long-term financing from the Company's  parent
and $4.7 million of additional long-term financing related to the
refinancing of the WGCI loan (see Note 4).  During the first  six
months  of  1996, net cash flow provided by financing  activities
totaled  $12.2 million, due primarily to $13.2 million  of  long-
term  financing  from the Company's parent, partially  offset  by
$1.0 million of net repayments of long-term debt.

      On  December 5, 1988, the Company commenced an offering  to
the  public of COLAS pursuant to a Registration Statement on Form
S-1  under the Securities Act of 1933.  A total of 384,737  COLAS
were  issued prior to the termination of the offering  on  August
31,  1989.  The net proceeds received from the sale of the  COLAS
totaled   approximately   $352  million   (after   deduction   of
organization and offering expenses of approximately $33 million).
Such net proceeds were used to repay a portion of the acquisition-
related  financing,  which  was incurred  to  pay  certain  costs
associated  with the Merger, including a portion  of  the  Merger
consideration paid to shareholders of Amfac.

      On March 14, 1989, Amfac/JMB Finance ("Finance"), a wholly-
owned  subsidiary  of Northbrook Corporation ("Northbrook"),  and
the   Company   entered  into  an  agreement   (the   "Repurchase
Agreement") concerning Finance's obligations (on June 1, 1995 and
1999)  to  repurchase  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 ($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 Finance 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.  Through the date of this  report,  the
cumulative  interest  paid  per Class  A  and  Class  B  COLA  is
approximately $175 and $175, respectively.

      On  March  14,  1989, Northbrook entered into  a  keep-well
agreement   with  Finance,  whereby  it  agreed   to   contribute
sufficient capital or make loans to Finance to enable Finance  to
meet   its   COLA   repurchase   obligations   described   above.
Notwithstanding Finance'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
its registered holders.  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 million 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 of the Company of  approximately
$105 million on June 1, 1995. The Company used its available cash
to  purchase  Class  B  COLAS pursuant to the  Tender  Offer  and
borrowed  $52 million from Northbrook to purchase Class  A  COLAS
pursuant  to  the  Redemption Offer.  As of June  30,  1997,  the
Company has approximately 156,000 Class A COLAS and approximately
286,000  Class  B COLAS outstanding with a principal  balance  of
approximately $78 million and $143 million, respectively.

      As  a  result of the COLA repurchases, the Company  retired
approximately  $164 million face value of debt and  recognized  a
financial  statement gain in 1995 of approximately $32.5  million
(net  of income taxes of $20.8 million, the write-off of deferred
financing  costs  of  $10.0  million, the  write-off  of  accrued
contingent  base  interest of $5.7 million and  expenses  of  $.9
million).  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  $9.1
million)   were  not  indemnified  by  the  tax  agreement   with
Northbrook (see Note 1).

      In addition to the $52 million borrowed from Northbrook  to
redeem  Class A COLAS pursuant to the Redemption Offer (see  Note
3),  the  Company also borrowed approximately $18.7  million  and
$9.8  million  during 1996 and 1995, respectively, to  fund  COLA
Base  Interest payments and other operational needs. These  loans
from  Northbrook,  which have been subsequently refinanced,  were
payable  interest only, had a maturity date of June 1,  1998  and
carried  an  interest rate per annum equal to the prime  interest
rate plus two percent.

     In February 1997 the above noted affiliate loans, along with
certain other amounts due Northbrook, were converted into  a  new
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 $12.2 million during the six months ended June 30,
1997  to  fund COLA Base Interest payments and other  operational
needs.  The total amount due Northbrook as of June 30,  1997  was
$121.2  million, which includes accrued interest of $5.4 million.
Pursuant  to  the  Indenture relating to the COLAS,  the  amounts
borrowed from Northbrook are considered "Senior Indebtedness"  to
the COLAS.

     Pursuant  to  the  terms of the Indenture  relating  to  the
COLAS,  the  Company is required to maintain a Value  Maintenance
Ratio of 1.05 to 1.00. Such ratio is equal to the relationship of
the  Company's Net Asset Value (defined as the excess of (i) Fair
Market  Value  of the gross assets of the Company over  (ii)  the
amount  of the liabilities (excluding liabilities resulting  from
generally  accepted accounting principles enacted  subsequent  to
the  date  of  the  Indenture)  of the  Company  other  than  the
outstanding principal balance of the COLAS, any unpaid  Mandatory
and  Contingent Base Interest, and certain other liabilities,  to
the  sum  of  (x) the outstanding principal amount of the  COLAS,
plus  (y)  any  unpaid  Base Interest, plus (z)  the  outstanding
principal  balance of any Indebtedness incurred to redeem  COLAS.
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. Accordingly, the  Company  obtained
independent  appraisals of substantially all of  its  gross  real
estate  assets as of December 31, 1996; the appraised  values  of
such  assets were sufficient to meet the Value Maintenance Ratio.
In  odd-numbered  years  (during which time  appraisals  are  not
required),  the  Fair  Market Value of the gross  assets  of  the
Company used to compute the Value Maintenance Ratio is determined
by  the  Company's  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 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.  There can be no assurance  that
the  Company's  properties  can  be  ultimately  sold  at  prices
equivalent to their appraised values.

      In  June 1991, the Company obtained a five-year $66 million
loan from the Employees' Retirement System of the State of Hawaii
("ERS").  The nonrecourse 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 the refinancing of the golf courses or  at
the  maturity of the loan.  The ERS share of the Net  Disposition
Proceeds  increases  from 30% from April 1996  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"). Accrued Minimum Interest as  of  June  30,
1997  was  $1.2 million. The scheduled Minimum Interest  payments
are  paid  quarterly on the principal balance of the $66  million
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 approximately $3.7 million as of June  30,  1997.
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 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  million  loan
facility from two lenders.  The loan consisted of two $10 million
amortizing loans.  Each loan bore interest only for the first two
years  with interest and principal payments based upon a 20  year
amortization period for the remaining three years. The loans bore
interest  at  prime (8.5% at June 30, 1997) plus 1/2%  and  LIBOR
(5.8164%  at  June 30, 1997) plus 3%, respectively.  In  February
1997,  WGCI  entered into an amended and restated loan  agreement
with  the  Bank  of Hawaii, (they bought out the  other  lender's
interest), whereby the outstanding principal amount of  the  loan
was  increased to $25 million, 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   will  be  repaid  based  on  a  30-year  amortization
schedule. The loan is secured by WGCI's assets (see Note  4),  is
guaranteed by the Company and is considered "Senior Indebtedness"
(as defined in the COLA Indenture).

      Pursuant  to  an agreement entered into with  the  City  of
Honolulu  in  1991 relating to the development of  the  Company's
Waikele  project,  if the Company sells the Waikele  golf  course
land,  depending on the price and certain other contingencies,  a
payment of up to $15 million might be required to be made to  the
City  to  be  used  to  assist in the City's  affordable  housing
developments.

     In December 1996, Amfac Property Development Corp., a wholly-
owned  subsidiary  of the Company, obtained a  $10  million  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
June 30, 1997) plus .5% and matures on December 1, 1998.

      The  Company uses the effective interest method and accrued
interest on the COLAS at 4% per annum ("Mandatory Base Interest")
for  the six months ended June 30, 1996 and 1997. The Company has
not  generated a sufficient level of Net Cash Flow  to  pay  Base
Interest  on  the COLAS (see Note 3) in excess of 4% ("Contingent
Base  Interest")  from 1990 through the current date.  Contingent
Base Interest 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, including the Qualified Allowance,
other  than  federal  and  state  income  taxes  and  after   the
establishment  by  the Company of reserves)  or  Maturity  Market
Value (Maturity Market Value generally means 90% of the excess of
the  Fair Market Value (as defined below) 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). Approximately
$93.1  million  of  the $100.8 million cumulative  deficiency  of
Contingent  Base Interest related to the period from  August  31,
1989  (Final  Issuance Date) through June 30, 1997 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  six  months  ended June 30, 1997  and  the  year  ended
December 31, 1996 (dollars are in millions):

                                         1997      1996
                                       -------   --------
Mandatory Base Interest paid           $  4.4       8.8
Contingent Base Interest paid              --        --
Cumulative deficiency of Contingent
  Base Interest at end of period       $100.8      94.2

Net Cash Flow was $0 for 1996 and is expected to be $0 for 1997.

     With respect to any calendar year, JMB or its affiliates may
receive  a  Qualified  Allowance in  an  amount  equal  to:   (i)
approximately $6.2 million during each of the calendar years 1989
through  1993, and (ii) thereafter, 1-1/2% per annum of the  Fair
Market  Value (Fair Market Value generally means the value  which
an  independent  arm's-length purchaser, seeking to  utilize  the
asset  for  its  highest and best use, would pay for  such  asset
taking into consideration the associated risks, benefits, current
restrictions  and  likelihood  of changes  to  such  restriction;
provided,  however, that with respect to any  Fair  Market  Value
determination of all of the Company's assets, such  assets  shall
not  be  valued as if sold in bulk to a single purchaser) of  the
gross assets of the Company and its subsidiaries, other than cash
and   cash  equivalents  and  Excluded  Assets  (Excluded  Assets
generally  means  assets  acquired by  the  Company  without  the
expenditure  of any amount included in revenues or  receipts  for
purposes  of  determining Net Cash Flow or assets  designated  as
Excluded Assets, as restricted by the Indenture; the Company  has
not  had  any  Excluded Assets), 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 $6.2 million was paid on February 28, 1990.
Approximately $54.4 million of Qualified Allowance related to the
period  from  January 1, 1991 through December 31, 1996  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, 1996 (dollars  are  in
millions):

                                      1996
                                    -------
Qualified Allowance calculated      $  9.2
Qualified Allowance paid                --
Cumulative deficiency of Qualified
 Allowance at end of year           $ 60.6

The  Qualified  Allowance for 1997, which will not be  calculated
until  the  year is completed, is not expected to be  paid.   Net
Cash Flow was $0 for 1996 and is expected to be $0 for 1997.

      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.

      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, plus 55% of the remaining Maturity  Market
Value.

       The  Company  continues to implement certain cost  savings
measures  and  to  defer development project  costs  and  capital
expenditures  for  longer-term projects. The  Company's  Property
segment is anticipated to expend an additional approximately $6.6
million  in  project costs during the remainder of 1997.   As  of
June  30, 1997, contractual commitments related to project  costs
totaled approximately $4.6 million.

      The  price of raw sugar that the Company receives is  based
upon   the   price   of   domestic  sugar  (less   delivery   and
administrative costs) as currently controlled by U.S.  Government
price  support legislation.  On April 4, 1996, President  Clinton
signed the Federal Agriculture Improvement and Reform Act of 1996
("the Act").  The Act, which expires in 2002, maintains the  loan
rate  for raw sugar at 18 cents per pound. The "loan rate" refers
to  the minimum sugar price established by the government,  which
is  supported  primarily by the setting  of  import  quotas.   In
addition, if prices fall below such minimum, the sugar grower  is
able  to  receive  a 18-cent-a-pound loan, using  their  crop  as
collateral, and either repay the loan (with interest) or  forfeit
the sugar. However, the Act includes certain other adjustments to
the  sugar  program including making crop loans recourse  to  the
producer  and repealing marketing allotments which may over  time
depress  the  domestic  price of raw  sugar.   There  can  be  no
assurance that, in the future, the government price support  will
not  be reduced or eliminated entirely.  Such a reduction  or  an
elimination  of  price  supports could have  a  material  adverse
affect  on  the  Company's agriculture operations,  and  possibly
could  cause  the  Company  to  evaluate  the  cessation  of  its
remaining sugar cane operations.

      The  sugar  industry in Hawaii has experienced  significant
difficulties  during the past several years.  Growers  in  Hawaii
have struggled with the high costs of production, which have  led
to  the  closure of several plantations, including the  Company's
sugar  operations  on  Oahu in 1995.  The Company  has  tried  to
address  these challenges through a number of different measures,
including  a  restructuring  in  1995,  whereby  its  two   Kauai
plantations  were  consolidated and all of its  sugar  operations
(including the Maui plantation) were changed to a seasonal  mode.
Currently the Company is exploring modifications to the terms  of
its   agreement   with   the   International   Longshoreman's   &
Warehouseman's Union ("ILWU"), which represents approximately 85%
of  the  Company's agricultural employees.  The Company  and  the
ILWU  have  agreed to meet during the summer of 1997  to  discuss
various  ideas on how to make operations profitable.   After  the
summer  discussions are completed, negotiations for a  new  labor
contract  will  begin in late 1997 (the current  labor  agreement
expires  on  February 1, 1998).  Although the Company is  hopeful
that it will reach a consensus this summer on operational changes
that  can be reflected in a new labor agreement, there can be  no
assurance  that sufficient changes will be identified  or  agreed
upon.  The  absence  of  a new labor agreement  with  significant
modifications from the existing agreement would cause the Company
to evaluate the cessation of its sugar operations.

      In  early March 1997, the Company announced a restructuring
that  has  resulted  in  the creation of six  separate  operating
entities  in  the  following businesses:   Sugar,  Golf,  Coffee,
Water, Land Management and Real Estate Development. Each separate
company  or  division will be responsible for its own operations.
The  Company believes it will operate more effectively as several
smaller  entrepreneurial-minded  entities,  rather  than  as  one
large,  diverse conglomerate. Approximately four percent  of  the
Company's   total  employees  were  released  as  part   of   the
restructuring,  which  is expected to result  in  annual  payroll
savings  of  approximately  $1.1 million.  The  Company  incurred
termination  costs of approximately $.6 million  related  to  the
restructuring during the first quarter of 1997.

 RESULTS OF OPERATIONS

     GENERAL:

      The  Company and its subsidiaries report their taxes  as  a
part  of  the  consolidated tax return of the  Company's  parent,
Northbrook.  The Company and its subsidiaries 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   and    distributions,
respectively,  to additional paid-in capital in the  accompanying
consolidated financial statements.

      Long-term debt increased as of June 30, 1997 as compared to
December  31,  1996,  due  primarily to  the  approximately  $5.5
million  of proceeds received related to the refinancing  of  the
WGCI loan (see Note 4).

     The long-term portion of amounts due to affiliates increased
as  of  June  30,  1997  as compared to December  31,  1996,  due
primarily to $12.2 million of financing provided by affiliates to
fund interest payments and other operational needs (see Note 6).

     AGRICULTURE:

       The  Company's  Agriculture  segment  is  responsible  for
activities  related to the cultivation, processing  and  sale  of
sugar   cane  and  other  agricultural  products.   Agriculture's
revenues are primarily derived from the Company's sale of its raw
sugar.

      Receivables  increased as of June 30, 1997 as  compared  to
December  31, 1996 primarily due to the timing of the harvest  of
sugar  cane  and the subsequent payment for the delivery  of  raw
sugar.

     Agricultural  revenues and cost of sales decreased  for  the
three and six months ended June 30, 1997 as compared to the three
and  six  months  ended June 30, 1996 due to a decrease  in  tons
produced and to the timing of sugar production and related sales.
For  the  six  months  ended  June 30,  1997,  the  Company  sold
approximately 20,036 tons of sugar, a 63% decrease over the  same
period  in  1996.  The average price of sugar sold  for  the  six
months ended June 30, 1997 of approximately $357 represents a  5%
decrease over the average price for the six months ended June 30,
1996.   The Company harvested approximately 3,800 and 5,400 acres
for the six months ended June 30, 1997 and 1996, respectively.
     
     For  the three months ended June 30, 1997, the Company  sold
approximately 20,063 tons of sugar, a 53% decrease over the  same
period  in  1996.  The average price of sugar sold for the  three
months ended June 30, 1997 of approximately $354 represents a  5%
decrease  over the average price for the three months ended  June
30,  1996.   The Company harvested approximately 3,700 and  3,835
acres  for  the  three  months ended  June  30,  1997  and  1996,
respectively.

      The Company's sugar plantation subsidiaries sell 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),  under  a
marketing agreement.  HSTC sells the raw sugar production to  the
California and Hawaii Sugar Company ("C&H") pursuant to  a  long-
term  supply contract.  The terms of the supply contract  do  not
require  a specified level of production by the Hawaii producers;
however,  HSTC  is  obligated to sell and  C&H  is  obligated  to
purchase  any raw sugar produced. HSTC returns to its  raw  sugar
suppliers  proceeds  based  upon the domestic  sugar  price  less
delivery  and  administrative charges.   The  Company  recognizes
revenues and related cost of sales upon delivery of its raw sugar
to C&H.
      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.

     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.  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.

     PROPERTY:

      The  Company's  Property segment  is  responsible  for  the
following:   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.

     For the six months ended June 30, 1997 and 1996, the Company
generated  approximately $9.6 million and $9.4  million  of  land
sales, respectively. Approximately $5.2 million of land sales for
the  six months ended June 30, 1997 related to the remaining four
ocean  front  lots in Kaanapali (see discussion  below)  and  the
remaining  $4.4  million was primarily  from  the  sale  of  non-
strategic  land parcels on Kauai.  For the six months ended  June
30,  1996,  approximately $5.0 million of land sales  related  to
Kaanapali  Golf  Estates  and  the  remaining  $4.4  million  was
primarily  from the sale of non-strategic land parcels on  Kauai,
Oahu and Hawaii. Property revenues also include the operations of
the  three golf courses owned by the Company, which accounted for
total  revenues  of  $8.1 million and $8.2 million  for  the  six
months ended June 30, 1997 and 1996, respectively.

      For  the  three  months ended June 30,  1997,  the  Company
generated approximately $5.2 million of land sales related to the
four ocean front lots in Kaanapali and the remaining $1.5 million
was  primarily  from the sale of non-strategic  land  parcels  on
Kauai.   For  the three months ended June 30, 1996,  the  Company
generated  approximately $2.6 million of land  sales  related  to
Kaanapali  Golf  Estates  and  the  remaining  $3.7  million  was
primarily  from the sale of non-strategic land parcels on  Kauai,
Oahu and Hawaii.

     Land and inventory decreased as of June 30, 1997 compared to
December 31, 1996 due primarily to land sales having a cost basis
of $11.3 million.

      Other  assets increased as of June 30, 1997 as compared  to
December 31, 1996 primarily due to a long-term receivable of $2.2
million  arising from a land sale in 1997 and deferred  costs  of
$2.4  million  related to preliminary planning  costs  associated
with potential future development projects.

      Although  property sales decreased, cost of sales increased
for  the three and six months ended June 30, 1997 as compared  to
the  three  and six months ended June 30, 1996 primarily  due  to
lower  margins realized on property sold during the first quarter
of 1997.

MAUI ACTIVITY

      The  planned development of the Company's land on  Maui  is
expected  to  be  longer  term  in nature  than  the  time  frame
experienced  with Waikele.  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, recent
demand  for  these  land  uses has  been  relatively  weak.   The
Company's  currently available homesite inventory on Maui,  which
is  targeted  to  the second home buyer, has  experienced  slower
sales  activity to date than originally expected.  The  Company's
competitors on Maui have also experienced slow sales activity  in
the  second  home market.  The Company is continuing to  evaluate
its  planned products 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  is  marketing  Kaanapali  Golf  Estates,   a
residential community that is part of South Beach Mauka  adjacent
to  the Kaanapali Beach Resort in West Maui. The Company obtained
final  subdivision approval for a 32 lot subdivision of a  parcel
referred  to  as  "17B" at Kaanapali Golf Estates  in  May  1997.
Twenty of these lots are currently in escrow and are scheduled to
close  in  August  and September 1997 for sales  prices  of  $.15
million  to  $.17 million per lot.  The Company commenced  onsite
construction  of the subdivision improvements for parcel  17B  in
August 1997 and is expected to be completed in March 1998,  at  a
cost of approximately $1.6 million.  In addition, five lots in an
adjacent  parcel (referred to as "Parcel 14") are in  escrow  and
are expected to close by the end of 1997 for sales prices ranging
from $.3 million to $.6 million.

      In  1995,  the Company subdivided an ocean front parcel  in
Kaanapali  into six single family homesites of approximately  one
acre  each.  Sales  of two of the lots in the project  closed  in
December  1995, generating total sales proceeds of  approximately
$4.1  million.   The Company sold the four remaining  lots  to  a
local builder in June 1997 for a price of $5.2 million.

      In 1986, the Company entered into a joint venture agreement
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 State  land
use   and  County  zoning  approvals  for  the  subdivision   and
development  of  the  infrastructure  improvements  necessary  to
accommodate  up to 3,200 hotel and/or condominium units  on  this
site.  This  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.

      The  Company is seeking final approvals to develop a  time-
share  resort  on  14  acres  of the North  Beach  property  (the
"Site").  A land option/purchase agreement was entered into  with
Tobishima  in October 1996.  This agreement gives the Company  an
option  to purchase Tobishima's 50% interest in the Site  for  $7
million.  The Company does not expect to consummate the  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   a
nonrefundable deposit of $.1 million (which may be applied to the
purchase  price)  to keep the option available through  September
30, 1997. Additional nonrefundable deposits may be made to extend
the  option  through  August 31, 2000. On  March  12,  1997,  the
Company  filed an application for a special management  area  use
permit  with the County of Maui ("SMA Permit") for the time-share
resort. A public hearing was held on the SMA Permits on July  10,
1997.  Although there was a significant amount of testimony  both
for and against the project, a final decision was not made on the
SMA Permit by the Maui Planning Commission at the public hearing.
Instead, "intervention status" was granted to several parties who
will  be allowed to present their specific objections to the  SMA
Permits  in  a judicial process commentary known as a  "contested
case"  hearing.  The contested case hearing  is  expected  to  be
completed  by the end of the year. Although there is no assurance
that the SMA permit will be received (and that if such permit  is
received,  that  its terms will be acceptable  to  the  Company),
management  is  optimistic  that the  Company  will  receive  the
necessary approvals to proceed with the project.

      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.  Known
as  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  in  Nevada.  After receipt of the SMA  permit,  the
partnership  will  need  to  arrange project  financing  for  the
development  of the resort. In addition, the land option/purchase
agreement  with  Tobishima includes short-term seller  financing,
which the partnership may decide to utilize.

     The Department of the Army has determined that there are two
wetlands   sites   on   the   North  Beach   property,   totaling
approximately  21,800  square feet.   The  Company  has  retained
experts to evaluate these sites and to insure compliance with all
laws.   While  there  can be no assurances  as  to  the  ultimate
determinations  with respect to the wetlands issue,  the  Company
does  not  anticipate that these sites will materially  adversely
affect the development plans for North Beach.

      In March 1991, the Company received final land use approval
from  the  State for development of approximately 240 residential
lots  on  approximately 125 acres of land known as  "South  Beach
Mauka",  located adjacent to the existing Kaanapali Beach Resort.
In connection with this land use approval, the Company has agreed
to  the  State policy of providing additional housing on Maui  in
the  affordable price range, and to participating in the  funding
of  the  design  and construction of the planned  bypass  highway
extending from Lahaina to Kaanapali. The Company has entered into
a   development   agreement   with  the   State   Department   of
Transportation covering the Company's participation in the design
and  construction  of  the  bypass  highway  development.  It  is
anticipated  that, upon the receipt of government approvals,  the
Company  will  expend up to $3.5 million (in the  aggregate),  of
which  approximately $1.5 million has been spent as of  June  30,
1997, toward the design of the bypass highway and/or the widening
of the existing highway.

     In connection with the development of a land parcel referred
to  as "North Beach Mauka" and adjacent parcels, the Company  has
committed  $6.7  million  for  the  construction  of  the  bypass
highway,  subject  to  certain conditions.  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.

      During  1993, the Company obtained final land use  approval
from  the  State,  and certification through the State's  Housing
Finance Development Corporation ("HFDC"), for the development  of
a  project  on approximately 300 acres of Company land  known  as
"Puukolii  Village", which is also located near  Kaanapali  Beach
Resort.   In connection with this land use approval, the  Company
has  committed  to providing additional housing on  Maui  in  the
affordable price range. The final land use approval and the  HFDC
development  agreement contain certain conditions which  must  be
satisfied  in order for the Company to develop Puukolii  Village,
including  adding  the access road which will  benefit  uses  for
adjacent  Company lands in future periods. Moreover,  development
of  certain  portions of Puukolii Village cannot  commence  until
after  completion  of  the state-planned Lahaina  bypass  highway
(mentioned  above). The proposed development of Puukolii  Village
is  anticipated  to  satisfy  the  Company's  affordable  housing
requirements  in connection with the South Beach Mauka  land  use
approval  and  other  development in the  surrounding  area.  The
Company  commenced  construction of  infrastructure  of  Puukolii
Village  in  the last quarter of 1996, beginning with the  access
road.

OAHU ACTIVITY

      The  Company  is currently developing the approximately  60
acres  of fee simple land it owns at the mill-site of Oahu  Sugar
Company  (which was shut down in 1995). The Company has  received
zoning for a light industrial subdivision on an approximately 37-
acre  portion of the property, which excludes property containing
the  sugar  mill and adjacent buildings. In connection  with  the
development of this property, the Company has received state land
use  urbanization  for  the  entire 60-acre  site.  Marketing  of
parcels within the light industrial subdivision is slated for mid-
to-late  1997  after subdivision is complete.  In  addition,  the
Company has begun the process of seeking the necessary government
approvals for the redevelopment of the remainder of the mill-site
parcels,  including planned commercial, public  and  quasi-public
uses.

      Waiahole  Irrigation  Company  ("WIC")  is  a  wholly-owned
subsidiary  of  the  Company, which owns  and  operates  a  water
collection  and transmission system.  This system provided  water
for  the  Company's sugar cane operations on Oahu from the  early
1900's until 1995, when Oahu Sugar Company was closed.  After the
closure  of  Oahu  Sugar Company, WIC negotiated agreements  with
several  farmers  and  golf  courses  (the  "Users")  to  deliver
irrigation water to them for a fee.  However, to consummate these
agreements  the Users' landlords are required by  law  to  obtain
water  permits  from  the State of Hawaii water  commission  (the
"Commission").  Therefore, the landowners and WIC applied to  the
Commission  for the appropriate approvals. There  has  been,  and
continues  to be, strong opposition to the water permit  request.
The  opposition  consists primarily of environmental  and  native
Hawaiian  groups  who  want  the water  to  be  used  for  stream
restoration  purposes,  rather  than  being  transported  by  the
Waiahole System.

      After  over four years of processing, including  about  six
months  of  hearings, the Commission issued a draft  decision  in
July 1997.  The decision was not favorable to the landowners  and
WIC  as  it  permits  only  a  limited  amount  of  water  to  be
transported through the Waiahole System (approximately  one-third
of  its  capacity).   At  this low level  and  with  the  pricing
provided  for in the agreement between WIC and the Users,  it  is
doubtful  that WIC could generate enough revenues  to  cover  its
annual  operating  and  maintenance  costs  of  approximately  $1
million per year.

      At  this  junction,  the landowners  and  other  supporting
parties, including the City and County of Honolulu and the  State
Department  of Agriculture, will work to have the Commission  re-
consider   their   draft  decision.   WIC  will   also   consider
terminating  the Users' agreement, and re-negotiating  the  price
for   delivery  of  water  through  the  system.    Finally,   if
improvements  cannot be made in either the pricing or  volume  of
Waiahole  System  water, WIC will be forced to  consider  closing
down  the system or operating the system on a very limited basis.
Such  closing or limitation of the Waiahole System would not have
a material adverse effect on the Company's financial condition or
on its results of operations.

KAUAI ACTIVITY

      In  June  1994, the Company submitted a Land  Use  Boundary
Amendment  Petition with the State of Hawaii Land Use  Commission
("LUC") and a General Plan Amendment Application with the  County
of  Kauai for the urbanization of approximately 552 acres of land
on  Kauai currently in sugar cane cultivation. The project  is  a
mixed  use, master planned community which will include a variety
of  both affordable and market rate residential units, commercial
and  industrial  projects and a number of  community  and  public
based  facilities. In May 1995, the County of Kauai approved  the
Company's General Plan Amendment Application, subject to a number
of  conditions. In December 1995, the LUC granted the Company the
land use amendments sought by the Company subject to a number  of
conditions.  In  May  1996, Kauai County approved  the  Company's
application  to rezone the project. The project is now  entitled.
However,  before  construction can  commence,  the  Company  must
satisfy  several  conditions imposed during the approval  process
and  obtain  additional  administrative development  permits  for
requirements  such as grading and subdivision. The  Company  does
not  plan  to  pursue those final permits until the  real  estate
market on Kauai improves. Once construction commences, subject to
market conditions, the project is expected to span over 20 years.

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.

<TABLE>
<CAPTION>
<S>
     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

                                    4.2**     Amendment dated  as
                         of  January  17, 1990 to  the  Indenture
                         relating to the COLAS.

                                        4.3***        $28,097,832
                         Promissory  Note  from  Amfac,  Inc.  to
                         Amfac/JMB  Hawaii,  Inc.  extended   and
                         reissued effective December 31, 1993.

                                     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.

                                     4.5*****   $13,250,000  Loan
                         Agreement   among   Heller,   Financial,
                         Inc.,  as  Lender, The Lihue  Plantation
                         Company   Limited,  as   Borrower,   and
                         Amfac/JMB  Hawaii,  Inc.,  Kekaha  Sugar
                         Company,  Limited,  Oahu  Sugar  Company
                         Limited   and   Pioneer  Mill   Company,
                         Limited,  as  Guarantors  December   30,
                         1992.

                                     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.

                                     4.7*******       $52,000,000
                         Promissory     Note    to     Northbrook
                         Corporation from Amfac/JMB Hawaii,  Inc.
                         effective   May   31,  1995   is   filed
                         herewith.

                                    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.

                                      4.9*********     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.   Standard  Sugar   Marketing
                         Contracts    between   Hawaiian    Sugar
                         Transportation Company and Hawaii  Sugar
                         Growers dated June 4, 1993.

                                    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.
   
                                     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.

                                     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.
                                                  4.13***********
                         $10,000,000   loan   agreement   between
                         Amfac  Property  Development  Corp.  and
                         City Bank at December 18, 1996

                                                  4.14***********
                         $104,759,324  Promissory  Note   between
                         Northbrook  Corporation  and   Amfac/JMB
                         Hawaii, Inc. dated February 17, 1997

                                     4.15************     Amended
                         and  Restated $25,000,000 loan agreement
                         with  the  Bank of Hawaii dated February
                         4, 1997.

                                     4.16************     Limited
                         Partnership   Agreement  for   Kaanapali
                         Ownership  Resorts, L.P. dated  February
                         1,  1997  for development of  time-share
                         resort on Kaanapali.

                                    4.17  Revolving  Credit  Note
                         between Amfac/JMB Hawaii, Inc. and  Fred
                         Harvey   Transportation  Company,   Inc.
                         dated February 27, 1997.

                                    10.1*      General  Lease  S-
                         4222,  dated  January 1,  1969,  by  and
                         between  the State of Hawaii and  Kekaha
                         Sugar Company, Limited.

                                    10.2*      Grove  Farm  Haiku
                         Lease,  dated January 25,  1974  by  and
                         between      Grove     Farm     Company,
                         Incorporated  and  The Lihue  Plantation
                         Company, Limited.

                                    10.3*      General  Lease  S-
                         4412,  dated  October 31, 1974,  by  and
                         between  the  State of  Hawaii  and  the
                         Lihue Plantation Company, Limited.

                                    10.4*      General  Lease  S-
                         4576,  dated  March  15,  1978,  by  and
                         between  the  State of  Hawaii  and  The
                         Lihue Plantation Company, Limited.

                                    10.5*      General  Lease  S-
                         3827,   dated  July  8,  1964,  by   and
                         between  the  State of Hawaii  and  East
                         Kauai Water Company, Ltd.

                                      10.6*        Amended    and
                         Restated   Power   Purchase   Agreement,
                         dated  as  of  June  15,  1992  by   and
                         between  The  Lihue Plantation  Company,
                         Limited and Citizens Utilities Company.

                                    10.7*      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.

                                    10.8*     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.

                                        10.9*     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.

                                        10.10*    Honokohau Water
                         License,   dated  December   22,   1980,
                         between Maui Pineapple Company Ltd.  and
                         Pioneer Mill Company, Limited.

                                        10.11*    Water Licensing
                         Agreement, dated September 22, 1980,  by
                         and   between  Maui  Land  &   Pineapple
                         Company, Inc. and Amfac, Inc.

                                      10.12*      Joint   Venture
                         Agreement, dated as of March  19,  1986,
                         by    and    between   Amfac    Property
                         Development    Corp.    and    Tobishima
                         Properties of Hawaii, Inc.

                                        10.13*        Development
                         Agreement, dated March 19, 1986, by  and
                         between  Kaanapali  North  Beach   Joint
                         Venture  and  Amfac Property  Investment
                         Corp. and Tobishima Pacific, Inc.

                                    10.14**   Keep-Well Agreement
                         between   Northbrook   Corporation   and
                         Amfac/JMB Finance, Inc.
                         
                                        10.15**        Repurchase
                         Agreement, dated March 14, 1989, by  and
                         between   Amfac/JMB  Hawaii,  Inc.   and
                         Amfac/JMB Finance, Inc.

                                    10.16**    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.

                                    10.17**   Amfac-Amfac  Hawaii
                         Tax  Agreement, dated February 27,  1989
                         between   Amfac,  Inc.   and   Amfac/JMB
                         Hawaii, Inc.

                                    10.18**   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.

                                      19.0*******     $35,700,000
                         agreement  for sale of C&H  and  certain
                         other  C&H  assets, to A&B Hawaii,  Inc.
                         in June of 1993.

                                          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.

</TABLE>

   *          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.

 **       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.

 ***      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.

****      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.

*****     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.

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

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

********  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.

********* Previously filed as 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.

**********     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.

*********** Previously filed as an 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.

************   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, 1997 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:  Gary Smith
                        Vice President
                   Date: August 13, 1997


      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.




                        Gary Smith
                        Principal Accounting Officer
                   Date:   August 13, 1997

                           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:  Gary Smith
                        Vice President
                   Date: August 13, 1997


      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.




                        Gary Smith
                        Principal Accounting Officer
                   Date: August 13, 1997

                           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 Coffee Estates, Inc.




                   By:  Gary Smith
                        Vice President
                   Date: August 13, 1997


      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.




                        Gary Smith
                        Principal Accounting Officer
                   Date: August 13, 1997

                           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:  Gary Smith
                        Vice President
                   Date: August 13, 1997


      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.




                        Gary Smith
                        Principal Accounting Officer
                   Date: August 13, 1997


                           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:  Gary Smith
                        Vice President
                   Date: August 13, 1997


      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.




                        Gary Smith
                        Principal Accounting Officer
                   Date: August 13, 1997



                           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, LTD.




                   By:  Gary Smith
                        Vice President
                   Date: August 13, 1997


      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.




                        Gary Smith
                        Principal Accounting Officer
                   Date: August 13, 1997

                           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 VACATIONS MANAGERS, INC.




                   By:  Gary Smith
                        Vice President
                   Date:    August 13, 1997


      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.




                        Gary Smith
                        Principal Accounting Officer
                   Date:    August 13, 1997
                           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:  Gary Smith
                        Vice President
                   Date: August 13, 1997


      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.




                        Gary Smith
                        Principal Accounting Officer
                   Date: August 13, 1997


                           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:  Gary Smith
                        Vice President
                   Date: August 13, 1997


      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.




                        Gary Smith
                        Principal Accounting Officer
                   Date: August 13, 1997

                           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. HACKFELD & CO., LTD.




                   By:  Gary Smith
                        Vice President
                   Date: August 13, 1997


      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.




                        Gary Smith
                        Principal Accounting Officer
                   Date: August 13, 1997


                           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:  Gary Smith
                        Vice President
                   Date: August 13, 1997


      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.




                        Gary Smith
                        Principal Accounting Officer
                   Date: August 13, 1997


                           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:  Gary Smith
                        Vice President
                   Date: August 13, 1997


      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.




                        Gary Smith
                        Principal Accounting Officer
                   Date: August 13, 1997


                           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:  Gary Smith
                        Vice President
                   Date: August 13, 1997


      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.




                        Gary Smith
                        Principal Accounting Officer
                   Date: August 13, 1997


                           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:  Gary Smith
                        Vice President
                   Date: August 13, 1997


      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.




                        Gary Smith
                        Principal Accounting Officer
                   Date: August 13, 1997


                           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:  Gary Smith
                        Vice President
                   Date: August 13, 1997


      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.




                        Gary Smith
                        Principal Accounting Officer
                   Date: August 13, 1997

                           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:  Gary Smith
                        Vice President
                   Date: August 13, 1997


      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.




                   Gary Smith
                   Principal Accounting Officer
                   Date: August 13, 1997