Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

Re:  AMFAC/JMB HAWAII, INC.
     Commission File No. 33-24180
     Form 10-Q

Gentlemen:

Enclosed, for the above-mentioned registrant, are eight copies
one  of  which  is  manually executed of registrant's  current
report on Form 10-Q for the quarter ended September 30, 1995.

Please acknowledge receipt of the Form 10-Q filing, by signing
and returning the self-addressed stamped postcard.

Thank You.

Very truly yours,

AMFAC/JMB HAWAII, INC.

By:  Northbrook Corporation
     Parent Company

     By:  _____________________
          Gary Smith
          Vice President
          and Principal Accounting Officer

               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 September 30,  1995  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.)




                    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  November 10, 1995, 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

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  Sugar and     Hawaii         99-0185633    900 North Michigan Avenue
  Agribusiness,                                   Chicago, Illinois 60611
 Inc.                                             312/440-4800

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

Amfac Agri-          Hawaii         99-0176334    900 North Michigan Avenue
  business,  Inc.                                 Chicago, Illinois 60611
                                                  312/440-4800

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

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

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

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

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

H. Hackfeld         Hawaii          99-0037425    900 North Michigan Avenue
 & Co., Ltd.                                      Chicago, Illinois 60611
                                                  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                                 6

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                 22




PART II  OTHER INFORMATION


Item 1.  Legal Proceedings                                  33

Item 6.  Exhibits and Reports on Form 8-K                   33


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

                       Consolidated Balance Sheets

               September 30, 1995 and December 31, 1994
                         (Dollars in Thousands)
                              (Unaudited)

                              A S S E T S
<CAPTION>

                                            September 30,   December 31,
                                               1995                1994
                                         --------------     -------------
<S>                                      <C>                <C>
Current assets:
Cash and cash equivalents                        $5,995          31,702
    Short-term investments                          150          31,998
 Receivables-net                                 10,567          14,943
 Inventories                                     52,269          52,765
 Prepaid expenses                                 4,796           4,379
                                                --------       --------
     Total current assets                        73,777         135,787
                                                --------       --------
Investments                                      45,225          45,046
                                                --------       --------

Property, plant and equipment:
equipment
 Land and land improvements                     340,739        346,169
 Machinery and equipment                         56,028         58,339
 Construction in progress                         1,837          1,060
                                               --------       --------
                                                398,604        405,568
 Less accumulated dep.
 and amortization                                26,076         24,221
                                               --------       --------
                                                372,528        381,347
                                               --------       --------
 Deferred expenses                               14,540         25,826
 Other assets                                    28,619         26,541
                                               --------        --------
                                             $  534,689        614,547
                                             ==========       ==========
L I A B I L I T I E S
Current liabilities:
 Current portion of
 long-term debt                             $    67,730         1,428
 Accounts payable                                 9,672         9,882
 Accrued expenses                                 9,168        15,372
 Current portion of
 deferred inc. taxes                             11,504         4,205
 Other amounts due
 affiliates                                      20,498         1,005
                                            -----------    -----------         -----------

                              AMFAC/JMB HAWAII, INC.

                    Consolidated Balance Sheets - Continued

                    September 30, 1995 and December 31, 1995
                             (Dollars in Thousands)
                                  (Unaudited)


Total current liabilities                      118,572        31,892
                                              --------        --------
Amounts due to affiliates                       75,911        15,097

Acc.postretirement benefit
obligation                                      68,104        67,378
Long-term debt                                  27,644        95,556

Other long-term liabilities                     40,625        45,077
Deferred income taxes                           97,071        98,817
Certificate of Land
Appreciation Notes                             220,696       384,737
                                              --------       --------
Commitments and contingencies
(notes 2, 3, 4, 6, 7, 8 and 9)
Total liabilities                             648,623        738,554
                                              --------      --------

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                     12,055         14,384
Retained earnings (deficit)                  (125,990)      (138,392)
                                             ---------      ---------

Total stockholders' equity
(deficit)                                    (113,934)      (124,007)
                                             ---------      ---------
                                           $  534,689        614,547
                                           ============    ===========

<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 Nine Months Ended September 30, 1995 and 1994

                     (Dollars in Thousands)

(Unaudited)
<CAPTION>
                               Three  Months Ended         Nine Months Ended
                                  September 30               September 30
                              --------------------       --------------------
                                 1995     1994            1995        1994
<S>                            <C>     <C>               <C>       <C>
Revenue:
    Agriculture                11,255      27,103        30,981    54,277
    Property                    7,572       5,508        37,029    58,046
                               -------     -------      -------    -------
                               18,827      32,611        68,010   112,323
                              -------     -------       -------   -------
Cost of sales:
    Agriculture                17,418      30,285        37,817    53,051
    Property                    3,771       2,851        20,536    36,454
                              -------      -------       -------  -------
                               21,189      33,136        58,353    89,505

Selling, general
and administrative              2,226       3,558         9,410    10,724
Depreciation and
amortization                    1,676       1,547         4,996     4,629
                              -------     -------       -------   -------
Total  costs and expenses      25,091      38,241        72,759   104,858

Operating income(loss)         (6,264)     (5,630)       (4,749)    7,465
                              -------     -------       -------    -------
Non-operating income
(expenses):
 Amortization of
    financing  costs             (316)      (468)        (1,271)  (1,426)
  Interest  expense            (6,813)    (6,110)       (18,384) (18,607)
 Interest income                   32        440          1,315    1,087
                              -------     -------       -------   -------
                               (7,097)    (6,138)       (18,340) (18,946)
                              -------     -------       -------  -------
 Loss before taxes            (13,361)   (11,768)      (23,089)  (11,481)
                              --------   -------       -------   -------
  Income  tax  benefit         (2,673)    (4,571)       (6,289)   (4,193)
                              -------    -------       -------   -------
 Loss before
   extraordinary  item         (10,688)   (7,197)      (16,800)   (7,288)






                     AMFAC/JMB HAWAII, INC.

       Consolidated Statements of Operations - Continued

    Three and Nine Months Ended September 30, 1995 and 1994

                     (Dollars in Thousands)



Extraordinary gain from
extinguishment of debt
(less applicable income
of   $18,670)                      --        --            29,202    --
Net     income    (loss)       $(10,688)  (7,197)          12,402  (7,288)
                              =======    ======           =======  ========
<FN>
   The  accompanying  notes are an integral part of the  consolidated  financial
statements.
</TABLE>


<TABLE>
                     AMFAC/JMB HAWAII, INC.

             Consolidated Statements of Cash Flows

         Nine Months Ended September 30, 1995 and 1994

                     (Dollars in Thousands)
                          (Unaudited)
<CAPTION>

                                                   1995            1994
                                                 --------        --------
<S>                                             <C>            <C>
Cash flows from operating activities:
 Net income (loss)                               $12,402         (7,288)
 Items not requiring (providing) cash:
   Depreciation and amortization                   4,996          4,629
   Amortization of deferred expenses               1,271          1,426
   Equity in earnings of investments                  11             48
   Income tax expense (benefit)                   12,381         (4,193)
   Extraordinary gain from
   extinguishment of debt                        (47,872)            --
Changes in:
   Receivables - net                               4,376         (2,471)
   Inventories                                     5,942         34,798
   Prepaid expenses                                 (417)            51
   Accounts payable                                 (210)        (7,055)
   Accrued expenses                               (6,204)        (6,908)
   Other amounts due affiliates                   10,336            532
   Other long-term liabilities                       (94)        (2,337)
                                                  --------       --------
   Net cash (used in) provided by
   operating activities                           (3,082)        11,232
                                                  --------       --------
Cash flows from investing activities:
 Property additions                               (3,983)        (5,393)
 Property disposals and retirements
 - net                                             2,665              --
 Investments in joint ventures
 and partnerships                                   (190)          (147)
 Short-term investments                           31,848        (23,939) 
 Other assets                                     (2,078)        (1,709)
 Other long-term liabilities                      (3,937)         1,168
                                                  --------       --------
 Net cash provided by (used in)
 investing activities                             24,325        (30,020)
                                                  --------       --------


                    AMFAC/JMB HAWAII, INC.

          Consolidated Statement of Cash Flows - Continued

          Nine Month Ended September 30, 1995 and 1994
                    (Dollars in Thousands)
                         (Unaudited)

Cash flows from financing activities:
 Deferred expenses                                    --           (311)
 Other costs related to extinguishment
 of debt                                            (704)           --
 Net repayments under bank
 line-of-credit agreements                            --         (8,000)
Net repayments of long-term debt                   (1,610)       (1,166)
Payment to redeem and purchase Certificate of Land
Appreciation Notes (COLAS)                       (105,450)           --
 Amounts due to affiliates                         60,814            --
                                                ---------        --------
  Net  cash used in financing activities          (46,950)       (9,477)
                                                ---------        --------
 Net decrease in cash and cash
 equivalents                                     (25,707)       (28,265)
 Cash and cash equivalents,
 beginning of year                                31,702         51,880
                                                ---------        --------
 Cash and cash equivalents,
 end of period                                   $ 5,995         23,615
                                                =========       ========
Supplemental disclosure of cash flow
information:
 Cash paid for interest
 (net of amounts capitalized)                    $21,266         22,544
                                                 =========      ========
 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                                    $ 5,446          5,280
                                                 =========      ========

  
                    AMFAC/JMB HAWAII, INC.

          Consolidated Statement of Cash Flows - Continued

          Nine Month Ended September 30, 1995 and 1994
                    (Dollars in Thousands)
                         (Unaudited)

Disposition of debt:
 Gain on extinguishment of debt                  $47,872            --
 Face value of debt extinguished                (164,041)           --
 Other costs related to debt
 extinguishment                                      704            --
 Write-off of deferred COLA costs                 10,015            --
                                                  ---------      --------
 Cash paid to redeem and purchase COLAS        $(105,450)           --
                                                 =========       ========

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





                      AMFAC/JMB HAWAII, INC.

           Notes to Consolidated Financial Statements

                  September 30, 1995 and 1994

                        (Dollars in Thousands)

Readers of this quarterly report should refer to the Company's
audited  financial  statements  for  the  fiscal  year   ended
December  31,  1994, which are included in the Company's  1994
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 and, in connection therewith,
an  affiliate of JMB owned approximately 95.17% of the  common
stock  of  Amfac  and an affiliate of Merrill  Lynch,  Pierce,
Fenner   &  Smith,  Incorporated  owned  approximately  4.83%.
Amfac/JMB Hawaii (the "Company") was a wholly-owned subsidiary
of   Amfac.    On  May  1,  1995,  as  part  of  an   internal
reorganization,  Amfac  was merged into  its  ultimate  parent
corporation,   Northbrook  Corporation  ("Northbrook").    The
Company   is   now  a  wholly-owned,  direct   subsidiary   of
Northbrook.

      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   land
development activities related to the Company's owned land  in
the  State of Hawaii, and the management and operation of  the
Company's golf course facilities.

      The consolidated financial statements as of December 31,
1994 and for the nine months ended September 30, 1995, 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 $2,367 and $25,427 at September  30,  1995  and
December  31,  1994, respectively) as cash equivalents,  which
approximates market.  These amounts include $1,948 and  $2,139
at  September  30,  1995 and December 31, 1994,  respectively,
which  were  restricted  primarily to  fund  debt  service  on
certain long-term debt (see note 4).

     The Company has adopted Statement of Financial Accounting
Standards   ("SFAS")   No.   115,  "Accounting   for   Certain
Investments  in  Debt and Equity Securities",  which  requires
that  certain debt and equity securities that are  bought  and
held  principally for the purpose of selling in the near  term
as well as debt securities that are not held with the positive
intent and ability to hold to maturity to be reported at  fair
value.   The  Company holds approximately  $0  and  $9,818  in
corporate  debt securities and approximately $150 and  $22,180
in U.S. Government Agency obligations as of September 30, 1995
and  December  31, 1994, respectively.  Due  to  the  relative
short-term nature of the Company's investments and its  policy
of  generally holding such securities to maturity, the Company
considers  its  investments  in  such  securities,  which  are
recorded at cost, to approximate fair value.  Such investments
have been classified as short-term investments.


                       AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)


      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.

       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
net realizable value.

      Land  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 market.

      For  financial reporting purposes, the Company uses  the
effective  interest rate method and accrues  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 uses.  Such capitalized interest is charged  to
cost  of sales as revenue from the real estate development  is
recognized.  No material amounts have been capitalized for the
nine months ended September 30, 1995 and 1994.

     The Company and its subsidiaries report its taxes as part
of  the  consolidated  tax  return of  the  Company's  parent,
Northbrook.  The Company and its subsidiaries entered  into  a
tax   indemnification  agreement  in  1989  with  Amfac  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)
(see note 3).

      Effective January 1, 1993, the Company adopted SFAS  No.
109 - Accounting for Income Taxes.  This statement establishes
financial  accounting and reporting standards for the  effects
of  income  taxes that result from an enterprise's  activities
during  the current and preceding years.  SFAS No. 109 changed
the  Company's  previous  practice in  that  it  requires  the
accrual of deferred taxes and the recording of a provision for
taxes in the separate financial statements of the members of a
consolidated  tax group.  In addition, SFAS No.  109  requires
the recognition of deferred tax assets and liabilities for the
tax  effects  of differences between assigned values  and  tax
bases of assets acquired and liabilities assumed in a purchase
business combination.  Accordingly, current and deferred taxes
have  been allocated to the Company as if the Company  were  a
separate   taxpayer.    However,   in   general,    the    tax
indemnification agreement does not

                      AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)


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.

(2)  AMOUNTS DUE TO AFFILIATES - FINANCING

      The  maturity  date  of  the  approximately  $15,097  of
remaining acquisition-related financing owed to affiliates  is
December  31,  1996.   Affiliates also provided  financing  of
approximately $7,700 during March 1995 with a maturity date of
December 31, 1996; such borrowing was repaid in May 1995.  The
amounts  due to affiliates on December 31, 1996 bear  interest
at a rate per annum equal to the prime interest rate (8.75% at
September 30, 1995) plus one percent.

      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  $8,814 as of September 30, 1995, consisting  of
approximately  $4,400 for the August 1995 COLA  Base  Interest
payment  and  approximately $4,414 for working capital  needs.
The loans from Northbrook are payable interest only, mature on
June 1, 1997 and carry an interest rate per annum equal to the
prime  interest  rate  plus  two  percent.   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  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).

      In  each  calendar  year  from 1989  through  1995,  the
outstanding principal balance of the COLAS can be reduced by a
maximum of 5% per annum of the original principal balance,  on
a cumulative basis, to the extent of Net Cash Flow in any year
in  excess of all current and unpaid deferred Contingent  Base
Interest  and,  after  such  date, principal  reductions  from
remaining  Net Cash Flow in excess of all current  and  unpaid
deferred Contingent Base Interest will be made at the election
of  the Company (subject to certain restrictions).  The  COLAS
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 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

                      AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)


liabilities 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  B  COLA  is
approximately $.145.

      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, 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.

      The  two  offers to repurchase the COLAS  terminated  on
April  17,  1995 in accordance with their terms and  with  the
Indenture.  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  a  result  of  the repurchases, the Company  retired
approximately  $164,041  in  face  value  of  COLA  debt   and
recognized a financial statement gain of approximately $29,202
(net  of  income taxes of $18,670, the write-off  of  deferred
financing  costs of $10,015 and expenses of $704).  Such  gain
is  treated  as  cancellation of indebtedness income  for  tax
purposes  and,  accordingly, the income taxes related  to  the
Class  A Redemption Offer (approximately $9,157) will  not  be
indemnified by the tax agreement with Amfac (see note 1).

                       AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

      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 which 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
loan  from  the Employees' Retirement System of the  State  of
Hawaii ("ERS").  An initial funding of $60,000 was received in
June  1991.  The remaining balance of $6,000 was added to  the
principal balance on July 1, 1992 in payment of the first year
of  accrued  interest on the loan.  The non-recourse  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 bears 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 subsequent year (9% at July 1, 1995) plus one percent  or
(ii)  ten  percent per annum through June 30,  1993  and  nine
percent  per  annum thereafter.  The loan is payable  interest
only  on a quarterly basis.  The annual interest payments  are
in  excess  of  the cash flow generated by the Kaanapali  Golf
Courses  and  the Company ceased making required debt  service
payments in April 1995.  The Company has been working with the
ERS  to renegotiate the terms of the loan including a possible
extension  of  the  June  1996 maturity  date.  The  principal
balance  has been included in the current portion of long-term
debt as of September 30, 1995 in the accompanying consolidated
financial  statements.   In  conjunction  with  the  Company's
renegotiations, the Company made an interest payment of $1,650
in August 1995.  Under the current loan terms, unpaid interest
for  the  nine  months ended September 30,  1995  was  $2,970.
Although  the  Company  expects to successfully  conclude  the
renegotiation, there can be no assurance that new  terms  will
be  consummated,  or  consummated on terms  favorable  to  the
Company.

      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
quarterly  installments  commencing  July  1,  1993   in   the
principal   amount   of   $250,  and  $81   (plus   interest),
respectively.   The $10,000 and $3,250 loans have  outstanding
balances  of $7,750 and $1,624, respectively, as of  September
30,  1995 and bear interest at a rate equal to the prime  rate
(8.75%  at September 30, 1995) plus three and one half percent
and   the   prime   rate  plus  four  and  one-half   percent,
respectively.  Lihue has purchased an interest rate  agreement
which effectively caps the prime rate for the first five years
of  the  loan agreement at eight percent.  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 consists of two  $10,000
amortizing loans.  Each loan bears interest only for the first
two years and interest and principal payments based upon

                      AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

an assumed 20-year amortization period for the remaining three
years.  The loans bear interest at prime plus 1/2%  and  LIBOR
(5.875%  at  September 30, 1995) plus 3%, respectively.   WGCI
received an initial funding of $14,000, of which $600 was held
back  by  the  lenders to pay interest.  In October  1994,  in
accordance  with the loan agreement, the Company  received  an
additional  funding  of  $6,000 and  a  release  of  the  $600
interest   holdback,  both  of  which  were  contingent   upon
achieving a certain level of Net Operating Income (as defined)
by  the golf course during the first six months of 1994.   The
loan  is secured by WGCI's assets (the golf course and related
improvements and equipment), is guaranteed by the Company, and
is   considered  "Senior  Indebtedness"  (as  defined  in  the
Indenture  relating to the COLAS).  As of September 30,  1995,
scheduled  annual principal maturities are $101 in 1995,  $405
in 1996 and 1997, and the balance of $19,089 in 1998.

(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,  capital  expenditures,
operating  income  (loss)  and depreciation  and  amortization
during  the nine months ended September 30, 1995 and 1994  are
set forth below by each industry segment:
<TABLE>                                                                         
<CAPTION>
                                      September 30, December 31,
                                              1995  1994
                                       ---------    ---------
<S>                                     <C>         <C>
Total Assets:
  Agriculture                           $316,344      321,906
  Property                               199,534      207,980
 Other                                    18,811       84,661
                                        ---------   ---------
                                        $534,689      614,547
                                      =========     =========
Capital Expenditures:
 Agriculture                             $2,283         2,658
 Property                                 1,700         2,735
 Other                                      --            --
                                        ---------   ---------
                                         $3,983         5,393
                                        =========   =========
Operating income (loss):
  Agriculture                           (11,837)       (3,991)
 Property                                 8,258        14,506
 Other                                   (1,170)       (3,050)
                                        ---------   ---------
                                        $(4,749)        7,465
                                        ==========  =========
                     
                     AMFAC/JMB HAWAII, INC.
     Notes to Consolidated Financial Statements - Continued
                       (Dollars in Thousands)
                                      
                                      Nine Months   Nine Months
                                          Ended        Ended
                                       September 30, September 30,                                        1995         1994
                                        ---------   ---------
Depreciation and amortization:
 Agriculture                            $3,426         3,642
 Property                                1,425           838
 Other                                     145           149
                                        ---------   ---------
                                        $4,996         4,629
                                        =========   =========
</TABLE>
(6)  TRANSACTIONS WITH AFFILIATES

      The  Company  incurred interest expense of approximately
$894  for  the  nine  months  ended  September  30,  1994  and
approximately  $3,304 for the nine months ended September  30,
1995   in  connection  with  the  acquisition  and  additional
financing,  obtained from an affiliate, of  which  $2,810  was
unpaid as of September 30, 1995.

      With respect to any calendar year, JMB or its affiliates
are  entitled to 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)).  However,  such
amount  shall be paid for each year only following the payment
of  a  specified level of Base Interest to the holders of  the
COLAS.   Any portion of the Qualified Allowance not  paid  for
any  year  shall accumulate without interest.   Any  Qualified
Allowance subsequent to 1989 has been deferred and is  payable
only to the extent future Net Cash Flows are sufficient to pay
the  holders  of  the COLAS a specified level of  return  and,
accordingly,  no  such  amounts have  been  reflected  in  the
accompanying consolidated financial statements.

      The  Company, its subsidiaries, and their joint ventures
reimburse  Northbrook,  JMB and their  affiliates  for  direct
expenses  incurred on their behalves, including  salaries  and
salary-related  expenses  incurred  in  connection  with   the
management  of  the  Company's  (or  subsidiaries'  or   joint
ventures')   operations.   The  total  of   such   costs   was
approximately  $375 the nine months ended September  30,  1994
and approximately $452 for the nine months ended September 30,
1995,  $452 of which was unpaid as of September 30, 1995.   In
addition, as of September 30, 1995, the other amounts  due  to
affiliates includes $9,157 of income taxes 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 and its affiliates for general overhead
expenses, all of which was paid as of September 30, 1995.

      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  nine  months  ended September 30, 1994 was  approximately
$967  and  approximately  $1,697 for  the  nine  months  ended
September 30, 1995, all of which was paid as of September  30,
1995.

                       AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

      Northbrook  and its affiliates allocate certain  charges
for services to the Company based upon the estimated level  of
services, of which $8,079 was unpaid as of September 30, 1995.
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.


(7)  EMPLOYEE BENEFIT PLANS

      The  Company  participates  in  benefit  plans  covering
substantially all 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.

       One  of  the  Company's  defined  benefit  plans,   the
Retirement Plan for the Employees of Amfac, Inc. (the "Plan"),
terminated effective December 31, 1994.  The settlement of the
Plan  occurred  on  May  11, 1995.   The  Company  intends  to
introduce a new plan for the beneficiaries of the plan,  which
will  be  effective upon the termination of the current  Plan.
The  new  plan's cost to the Company and the benefits provided
to  the  participants  are expected to be  comparable  to  the
current Plan.


(8)  COMMITMENTS AND CONTINGENCIES

      The Company is involved in various matters of litigation
and  other  claims.  Management, with knowledge of  facts  and
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   has   contractual
commitments (related to project costs) of approximately $2,800
as of September 30, 1995.  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  September  30,  1995, certain  portions  of  the
Company's  land  not currently under development  or  used  in
sugar  operations are mortgaged as security for  approximately
$2,882 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, 1994 are as follows:


    Deferred tax (assets):
      Post retirement benefits                                     $(28,461)
      Interest accruals                                              (5,345)
      Other accruals                                                 (4,513)

                Total gross deferred tax (assets)                   (38,319)
                                                                   ---------
    Deferred tax liabilities:
    Plant and equipment, principally due to differences
    in  depreciation  and  purchase  accounting  adjustments          6,146  
    Accounts receivable, related to profit on sales  of  sugar        2,255
      Inventories, principally due to sugar production
       costs, capitalized interest and purchase                       1,962
        accounting adjustments
      Land and land improvements, principally due
       to purchase accounting adjustments                           105,926
       Deferred  gains,  due  to  installment  gains  for  income    10,079
      tax purposes
      Investments in unconsolidated entities, principally
      due to purchase accounting adjustments                         14,973
                                                                    --------
                Total deferred tax liabilities                      141,341
                                                                    --------
                Net deferred tax liability                         $103,022
                                                                   =========

(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
September  30,  1995,  and for the three and  nine  months  ended
September 30, 1995 and 1994.

<TABLE>
                    AMFAC/JMB FINANCE, INC.

                         Balance Sheets

            September 30, 1995 and December 31, 1994

                     (Dollars in thousands)

                          (Unaudited)

<CAPTION>
                          A s s e t s

                                       September 30, December 31,
                                            1995        1994
                                        ----------- -----------
<S>                                    <C>         <C>
Current assets:
 Cash                                   $    1            1
 Receivable from an affiliate               --      140,425
                                        ----------  ---------
                                        $    1      140,426
                                        =========   ==========

     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

Current liabilities:
 Repurchase obligation (note 2)         $   --      140,425
                                        ---------   -----------
Common stock, $1 par value; authorized, issued
 and outstanding - 1,000 shares              1            1
                                        ---------   -----------
                                        $    1      140,426
                                       ==========   ==========
<FN>
     The accompanying notes are an integral part of these balance sheets.
</TABLE>
                     AMFAC/JMB FINANCE, INC.

                  Notes to the Balance Sheets

                          (Unaudited)


(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"),
which is majority-owned by 900 Partners' Investments.


(2)  RECEIVABLE FROM AN AFFILIATE

      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  below  in  note   3.
Pursuant to Northbrook's obligation to Finance under the keep-
well  agreement,  Finance  had recorded  a  receivable  as  of
December  31,  1994,  equal  to  the  maximum  amount  of  its
liability   from   the   COLA   repurchase   obligations    of
approximately  $140,425,000, and accordingly,  had  classified
such amount as a current asset on its financial statements.

     On March 15, 1995, pursuant to the indenture that governs
the  terms  of the COLAS (the "Indenture"), Amfac/JMB  Hawaii,
Inc.  elected  to exercise its right to redeem, and  therefore
was obligated to purchase, any and all Class A COLAS submitted
pursuant to the Redemption Offer at a price of $365 per  Class
A  COLA.   Pursuant  to Amfac/JMB Hawaii, Inc.'s  election  to
redeem  the  Class  A COLAS for repurchase, Amfac/JMB  Hawaii,
Inc.  assumed  Finance's maximum amount of its liability  from
the   COLA   repurchase  obligations  of   $140,425,000,   and
accordingly, Finance removed the receivable and liability from
its financial statements.

(3)  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 $384,737,000 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  B  COLA  is
approximately $145.

      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.

     As discussed in note 2, Amfac/JMB Hawaii, Inc. elected to
redeem  the  Class  A COLAS for repurchase,  thereby  assuming
Finance's repurchase liability for June 1, 1995.
PART I.  FINANCIAL INFORMATION

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

Liquidity and Capital Resources

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

     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 have been 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"),  which  is  majority-owned  by  900  Partners'
Investments,  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 B COLA is approximately $145.

      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.

      The  two  offers to repurchase the COLAS  terminated  on
April  17,  1995 in accordance with their terms and  with  the
Indenture.  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.  Accordingly,  the Company has classified
$52  million  of  the approximately $105 million paid on June 1, 1995
as a long-term liability on its consolidated balance sheets.

      The $52 million loan from Northbrook matures on June  1,
1997,  is  payable interest only and carries an interest  rate
per  annum  equal  to the prime rate (8.75% at  September  30,
1995)  plus  2%.  The Company has also borrowed  approximately
$8.8   million   as  of  September  30,  1995  consisting   of
approximately  $4.4  million for the  August  1995  COLA  Base
Interest  payment and approximately $4.4 million  for  working
capital  needs.   Pursuant to the Indenture  relating  to  the
COLAS,  these amounts borrowed from Northbrook are  considered
"Senior Indebtedness" to the COLAS.

      As  a  result  of  the repurchases, the Company  retired
approximately  $164  million  face  value  of  COLA  debt  and
recognized  a financial statement gain of approximately  $29.2
million  (net of income taxes of $18.7 million, the  write-off
of  deferred financing costs of $10.0 million and expenses  of
$.7  million).   Such  gain  is  treated  as  cancellation  of
indebtedness  income  for tax purposes and,  accordingly,  the
income   taxes  related  to  the  Class  A  Redemption   Offer
(approximately  $9.2 million) will not be indemnified  by  the
tax agreement with Amfac (see note 1).

      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, which were not outstanding as of  December
31,  1994) 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, 1994; the appraised values of such assets  ranged
in  total from approximately $600-$650 million.  Based on such
values, and after consideration of the other components of the
computation,  the  Company was in compliance  with  the  Value
Maintenance Ratio as of December 31, 1994.  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").  An initial funding of $60  million
was  received  in  June  1991.  The remaining  balance  of  $6
million was added to the principal balance on July 1, 1992  in
payment  of  the first year of accrued interest on  the  loan.
The  non-recourse 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 bears 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 subsequent year (9% at
July 1, 1995) plus one percent or  (ii) ten  percent per annum 
through June 30, 1994 and nine  percent per annum thereafter.  
The loan is payable interest only on  a quarterly  basis. 
The annual interest payments are in  excess of  the cash flow 
generated by the Kaanapali Golf Courses  and the  Company 
ceased making required debt service payments  in April   1995.  
The  Company  is  working  with  the  ERS   to renegotiate  the 
terms  of  the  loan  including  a  possible extension  of  the 
June  1996 maturity  date.  The  principal balance  is included 
in the current portion of long-term  debt as  of  September  30,
1995 in the accompanying  consolidated financial  statements.
In  conjunction  with  the  Company's negotiations,  the  Company 
made  an  interest   payment   of approximately $1.7 million in
August 1995.  Under the  current loan   terms,  unpaid  interest
for  the  nine  months  ended September  30, 1995 was approximately 
$3.0 million.   Although the   Company  expects  to  successfully 
conclude  the   loan renegotiation,   there   can  be   no   assurance
that the renegotiation  will  be consummated, or consummated  on  terms
favorable to the Company.

      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 consists  of  two  $10
million  amortizing loans.  Each loan bears 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 bear interest at prime plus 1/2%  and
LIBOR  (5.875%  at September 30, 1995) plus 3%,  respectively.
WGCI received an initial funding of $14 million, of which  $.6
million  was  held  back by the lenders to  pay  interest.  In
October  1994,  in  accordance with the  loan  agreement,  the
Company  received an additional funding of $6  million  and  a
release  of the $.6 million interest holdback, both  of  which
were  contingent  upon  achieving  a  certain  level  of   Net
Operating  Income (as defined) by the golf course  during  the
first  six  months  of 1994.  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).

      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,
depending  on the price and other circumstances, a payment  of
up  to  $15 million might be given to the City to be  used  to
assist in the City's affordable housing developments.

      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, 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.  Although under current market conditions
development financing is difficult to obtain, the  Company  is
not  currently seeking this type of financing based  upon  the
stage of development of its various land holdings in Hawaii.

      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.
The  Company  continues  to pursue an  aggressive  land  sales
program for these non-strategic assets.  During 1995, the
Company  has  generated approximately $21.1  million  in  land
sales, most of which related to non-strategic parcels.

      During  1994, the Company generated approximately  $44.3
million in property sales (primarily from the sale of the last
two  remaining residential parcels at the Waikele  project  on
Oahu   ("Waikele")  for  approximately  $37   million).    The
remaining  $7.3 million of property sales in 1994  related  to
land   sales  on  the  islands  of  Maui,  Kauai  and  Hawaii.
Additionally, the Company received an approximate $4.2 million
deposit, which represents the purchase price for 452 acres  on
Maui.

      At  September  30, 1995, the Company had cash  and  cash
equivalents of approximately $6.1 million, which is a decrease
from  the amounts held at December 31, 1994 primarily  due  to
the repurchase of the COLAS as described above.

      The  Company  intends  to use its cash  reserves,  sales
proceeds and financing or joint venture arrangements  to  meet
its  short-term  and  long-term liquidity requirements,  which
include  funding the development costs remaining  at  Waikele,
West  Maui,  and  Kauai,  agricultural  deficits,  payment  of
interest  expense,  and the repayment  of  principal  on  debt
obligations, as necessary.  The Company's long-term  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 source  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 them are longer term in  nature  than
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.

      The  Company  does not expect to generate  a  sufficient
level of Net Cash Flow to pay Base Interest in excess of  four
percent   for  1995.   The  COLA  Base  Interest  payment   of
approximately  $4.4 million due August 31, 1995  was  borrowed
from  Northbrook.   The  loan is due  June  1,  1997,  accrues
interest  at the prime rate plus two percent and is considered
"Senior Indebtedness".

       During  1995 and 1994, the Company implemented  certain
cost  savings  measures,  which deferred  development  project
costs and capital expenditures for longer-term projects.   The
Company's  Property  segment  is  anticipated  to  expend   an
additional approximately $6.0 million in project costs  during
the remainder of 1995.

        The  Company  has  recently  implemented  a  plan   to
restructure  its sugar operations, including consolidation  of
the operations at its two Kauai plantations and changing to  a
seasonal  mode  of  operations  at  each  of  its  plantations
(consistent with other global sugar operations).  The  Company
anticipates that significant cost savings related to the sugar
operations will be associated with these changes.

     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  (which  is  currently
scheduled   to  expire  in  1995).   Based  upon   information
available  as  of  the  date of this report,  the  Company  is
hopeful  that new legislation will continue to include support
for the domestic sugar industry on a basis comparable with the
current  program.  However, at this stage,  there  can  be  no
certainty whether government price supports will or  will  not
be  continued, reduced or eliminated entirely.  In  fact,  the
current United States Department of Agriculture chairman is 
proposing  a  $15 billion reduction in the various agricultural
programs over  a five year period.  Such a reduction or an
elimination of price supports could have a material adverse 
affect on the Company's agriculture  operations.  The Company 
is currently  evaluating its  alternatives in the event price
supports are  reduced  or eliminated, including the possible
cessation of its  remaining sugar cane operations.

      In August 1993, the Company announced its plans to phase
out  the  sugar operations at its Oahu Sugar Company  by  mid-
1995,  such  phase out coinciding with the expiration  of  its
major  land lease on Oahu.  Oahu Sugar, which operated  almost
entirely  on  leased land, had incurred losses  in  its  sugar
operations  in  prior  years  and  expected  those  losses  to
continue  in the future.  For several months, Oahu  Sugar  had
negotiated  with  the plantation's major lessor  to  reach  an
agreement  on  concessions  in  rent  and  other  lease  terms
required   by   Oahu   Sugar  to  continue  its   agricultural
operations.  To grant such concessions, the lessor required  a
long-term  commitment  from  the  plantation  that  it   would
continue  its  sugar operations. Because of  the  plantation's
losses,  along  with  the future uncertainties  posed  by  the
domestic    agriculture   price   support   legislation    and
international trade policy, Oahu Sugar could not agree to such
a  long-term  commitment  to stay in  operation.   Oahu  Sugar
completed  the final harvest of its crop in April  1995.   The
Company  has  shut  down Oahu Sugar and any  estimated  future
costs  related  to the shut down are not expected  to  have  a
material  adverse  effect on the financial  condition  of  the
Company.   The  Company  is currently  examining  options  for
developing  the fee simple land it owns adjacent to  the  Oahu
Sugar  mill  site, including seeking the necessary  government
approvals for a light industrial subdivision for a portion  of
the property, as discussed below.

       During   the  fourth  quarter  of  1993,  the   Company
substantially    completed   an   earlier    downsizing    and
restructuring of its operations.  The changes involved  (among
other  things)  a  reduction in management personnel  and  the
creation  of separate operating divisions for real estate  and
agriculture.   As  part  of  the  restructuring,  Roderick  T.
Wilson,  President, CEO and Director, and Donald S.  DeCastro,
Executive  Vice  President and COO, resigned  their  positions
effective  December  31,  1993 and  assisted  with  transition
matters  pursuant to consulting arrangements which  expire  in
1995  and 1994, respectively.  The two new operating divisions
now  report directly to senior management located in  Chicago.
In  addition, in recognition of the slower pace of development
activity and the need to conserve cash resources, the  Company
in   1994   completed  a  reorganization  of  its  operations.
Pursuant  to  this restructuring, there has  been  an  approxi
mately  10% reduction in employees.  The Company also  revised
its    management   compensation   and   incentive   programs.
Compensation for the entire management group is closely linked
with  achievement  of  the financial  goals  of  the  Company.
Management  will continue to closely monitor  and  manage  the
level  of  expenditures.   The restructuring  is  expected  to
reduce  the Company's operating costs and improve its  overall
efficiency.





 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 Amfac  (now  merged  into
Northbrook), which indemnifies them 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).   Accordingly,
prior  to  January  1, 1993 the Company had not  recorded  any
income tax expense or liability.

   Effective January 1, 1993, the Company adopted SFAS No. 109
-   Accounting  for  Income  Taxes  ("SFAS  No.  109").   This
statement   establishes  financial  accounting  and  reporting
standards for the effects of income taxes that result from  an
enterprise's  activities  during  the  current  and  preceding
years.   SFAS No. 109 changed the Company's previous  practice
in  that  it  requires the accrual of deferred taxes  and  the
recording  of a provision for taxes in the separate  financial
statements  of members of a consolidated tax group,  including
the recognition of deferred tax assets and liabilities for the
tax  effects  of differences between assigned values  and  tax
bases of assets acquired and liabilities assumed in the Merger
(see  Note  1).  Accordingly, current and deferred taxes  have
been  allocated  to  the  Company as if  the  Company  were  a
separate   taxpayer.    However,   in   general,    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.

      Cash   and  cash  equivalents,  short-term  investments,
Certificate  of Land Appreciation Notes and deferred  expenses
decreased  and the long-term portion of amounts due affiliates
increased as of September 30, 1995 as compared to December 31,
1994  primarily due to the COLA repurchases as discussed above
(see Note 3).

    Accrued  expenses decreased as of September  30,  1995  as
compared  to  December 31, 1994, primarily due to payments  of
certain  costs  accrued in conjunction with the  sale  of  the
Company's  interest in C&H in 1993 and the timing of  interest
payments on the COLAS.

    Current  portion of long-term debt increased and long-term
debt  decreased  as  of  September 30,  1995  as  compared  to
December  31,  1994, due primarily to the reclassification  of
the ERS loan from long-term to current (see Note 4).

    Current portion of deferred income taxes increased  as  of
September  30, 1995 as compared to December 31, 1994 primarily
due  to the increase in preproductive agriculture costs  which
are expensed as incurred for tax purposes.

    The current portion of amounts due affiliates increased as
of  September  30,  1995  as compared  to  December  31,  1994
primarily  due  to income taxes related to the  Class  A  COLA
Redemption  Offer and the payment of severance and termination
benefits  and pension charges by Northbrook on behalf  of  the
Company.



     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.

   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 new marketing agreement.  HSTC sells the raw
sugar  production to the California and Hawaii  Sugar  Company
("C&H")  pursuant  to  a new 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.

   Currently, the price the Company receives for its raw sugar
is  based  upon the domestic price of sugar, which is impacted
by  U.S.  government price support legislation  (currently  is
scheduled   to  expire  in  1995).   Based  upon   information
available  as  of  the  date of this report,  the  Company  is
hopeful  that new legislation will continue to include support
for the domestic sugar industry on a basis comparable with the
current  program.  However, at this stage,  there  can  be  no
certainty whether government price supports will or  will  not
be  continued or be eliminated entirely.  In fact, the current
United  States Department of Agriculture chairman is proposing
a  $15  billion reduction in the various agricultural programs
over  a  five year period.  Such a reduction or an elimination
of  price supports could have a material adverse affect on the
Company's  agriculture operations.  The Company  is  currently
evaluating  its alternatives in the event price  supports  are
reduced or eliminated, including the possible cessation of its
remaining 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.

    In  September 1992, Hurricane Iniki struck the  Island  of
Kauai  causing considerable damage and loss to the people  and
businesses on Kauai.  The Company has two sugar plantations on
Kauai,  both  of  which  sustained considerable  damage.   The
Company's real estate assets on Kauai suffered little  damage,
since  most  of the Company's development expenditures  up  to
that  time  had been focused on the islands of Oahu and  Maui.
The  Company  settled its insurance claims  in  1995  for  the
damage  suffered and collected approximately  $30  million  in
proceeds over the approximately three year period.

    Accounts receivable decreased as of September 30, 1995  as
compared to December 31, 1994 due primarily to the receipt  of
the  aforementioned insurance proceeds related  to  the  final
settlement of the Iniki claims.

   Other  long-term liabilities decreased as of September  30,
1995  as  compared to December 31, 1994 primarily due  to  the
recognition  of  a  previously deferred gain  related  to  the
Company's accumulated postretirement benefit obligation  as  a
result of the shutdown of operations at Oahu Sugar Company.




    Inventories increased as of September 30, 1995 as compared
to  December  31, 1994 primarily due to the capitalization  of
planting and other costs.  This was offset in part by the sale
of land parcels held in inventory.

    Machinery and equipment decreased as of September 30, 1995
as  compared to December 31, 1994 primarily due to the sale of
substantially all of the machinery and equipment of Oahu Sugar
Company,  which ceased operations in April 1995.   Oahu  Sugar
received  net  proceeds of approximately  $3.0  million  after
accrued expenses, which approximates the carrying value of the
equipment at the date of sale.

    Agricultural revenues and cost of sales decreased for  the
three and nine months ended September 30, 1995 as compared  to
the  three  and  nine  months ended  September  30,  1994  due
primarily  to  lower  production, in part  attributed  to  the
closure  of Oahu Sugar in April 1995. In addition, during  the
first three months of 1995, no shipments were made to C&H  due
to  the  timing of harvesting sugar.  The decrease in cost  of
sales  was offset in part by higher costs associated with  the
final  phase of the operations of Oahu Sugar relative  to  the
tons produced.

   Agricultural operating loss increased for the  nine  months
ended  September 30, 1995 as compared to the nine months ended
September 30, 1994 due primarily to the higher costs  at  Oahu
Sugar discussed above and lower non-sugar revenues.

   Agricultural operating loss increased for the three  months
ended September 30, 1995 as compared to the three months ended
September 30, 1994 due primarily to lower non-sugar revenues.


     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.

     As  discussed below, the Company owns a 50%  interest  in
approximately 96 acres of beachfront property on Maui  ("North
Beach")  that currently have certain regulatory approvals  for
hotel  development.  In accordance with the provisions of  the
COLA   Indenture,  appraisals  were  performed   for   certain
properties in 1994, which reflected a decline in value of  the
North Beach property.  Accordingly, the Company recorded, as a
matter  of  prudent accounting practice, a  reduction  to  the
carrying  value of its investment in the North Beach  property
in  the  fourth quarter of 1994 in the amount of approximately
$3.5 million to properly reflect the estimated market value of
the  property in its then current state of development.  These
reductions  were  attributed to the current  softness  in  the
market  for  the development and sale of resort-oriented  real
estate.

   Land  and  land improvements decreased as of September  30,
1995  as  compared to December 31, 1994 primarily due to  land
parcel sales in 1995.

   The Company expended approximately $.4 and $2.4 million for
the   nine   months  ended  September  30,  1995   and   1994,
respectively,  for  planned project costs  at  Waikele.   Such
costs  include construction of roadways, utilities and related
infrastructure improvements and the golf course and clubhouse,
all  of  which  are substantially complete.  On  a  cumulative
project-to-date basis, the Company has generated  revenues  at
Waikele  totaling approximately $230 million. Such sales  have
included  commercial  property  and  parcel  sales   to   home
builders.

   For the three and nine months ended September 30, 1995, the
Company generated approximately $2.1 and $21.1 million of land
sales.


   Property  sales and cost of sales decreased  for  the  nine
months ended September 30, 1995 as compared to the nine months
ended  September  30, 1994 primarily due to the  sale  of  the
remaining  two residential parcels at the Waikele  project  on
Oahu during the first quarter of 1994.

 The Company is currently examining options for developing the
approximately 60 acres of fee simple land it owns at the  mill
site  of  Oahu  Sugar Company, and has begun  the  process  of
seeking community input and the necessary government approvals
for a light industrial subdivision on an approximately 31-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.   In
addition,  the  Company  has  received  an  "industrial"  city
development plan designation for 25.5 acres of the proposed 31-
acre  light  industrial subdivision, and is currently  seeking
such "industrial" designation for the remaining 5.5 acres.

   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"  and located adjacent  to  the  existing
Kaanapali  Beach  Resort.  In connection with  this  land  use
approval,  the  Company is committed to  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) in the design  of  the
bypass  highway  and/or the widening of the existing  highway.
Financial  participation by the Company of up to $6.7  million
for  the  construction  of the bypass highway  is  subject  to
certain   conditions  related  to  certain  future  land   use
designations and zoning of Company lands.  The development and
construction of the bypass highway is expected to be  a  long-
term project.

   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  is 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 realigning 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  as
well as the North Beach property. (described above).

    The  planned development of the Company's land on Maui  is
longer term in nature than 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
product  on Maui, which is targeted to the second home  buyer,
has  experienced  very  slow  sales  activity  to  date.   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  new
residential  community, which is part  of  South  Beach  Mauka
adjacent  to  the Kaanapali Beach Resort in  West  Maui.   The
Company  currently  has  approximately  21  homesites  on  the
market,  which  are priced from approximately $250,000  to  in
excess of $1 million.  The absorption period for this type  of
product  is  difficult to forecast under the current  economic
conditions and trends in tourism.

  In addition, the Company is in the process of subdividing an
ocean  front  parcel  in  Kaanapali  into  six  single  family
homesites of approximately one acre each.  The individual  lot
prices  range  from $1.9 million to $2.4 million.   Currently,
two  of  the lots in the project are in escrow, with  closings
anticipated in late 1995.

   In  early  1986, the Company entered into a  joint  venture
agreement  with  Tobishima  Pacific  Inc.,  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.   These development plans may be affected by the current
review  of  state land designations (discussed  below).   This
North  Beach property constitutes nearly all of the  remaining
developable beachfront acreage at Kaanapali.  In October 1992,
the  Company  completed construction of a 3-acre park  on  the
North  Beach site, which is part of the master plan  for  this
property  and  was  a requirement imposed  by  the  County  in
obtaining  certain permits.  The development  of  North  Beach
continues  to  be tied to the completion of the aforementioned
Lahaina  bypass  highway or other traffic mitigation  measures
satisfactory  to  the  Maui County Planning  Commission.   The
Company is currently reviewing alternatives in providing other
traffic mitigation measures.

  The Office of State Planning ("OSP") for the State of Hawaii
is  currently  implementing changes to the State  designations
for land use throughout the State of Hawaii, a process that is
performed every five years.  The Company is not aware  of  any
changes being made by the OSP that will materially affect  the
current state land use designations on Company lands.

   In  addition, citizen advisory committees ("CAC")  reviewed
Maui  County's  Community Plans to determine  whether  changes
should be recommended, a process that is done every ten years.
As previously reported, one of the citizen advisory committees
involved in this review process recommended several changes to
the  Lahaina Community Plan that could have an adverse  impact
on  Company lands, including one recommendation (among others)
to  downzone  to  park designation roughly two-thirds  of  the
Company's  North  Beach  property in Kaanapali.   If  the  CAC
recommendations  are ultimately followed, they  could  have  a
material  adverse  effect  on the value  of  the  North  Beach
property or on other Company lands.

    The   Company   continues   to   vigorously   oppose   the
aforementioned  CAC  recommendations.   The  Company  strongly
believes that such recommendations regarding Company lands are
wholly  inappropriate  and  that the  Company's  arguments  to
retain   the   current  zoning  and  other  entitlements   are
meritorious.  After the CAC made its recommendations, the Maui
County  Planning  Commission held  public  hearings  and  then
published  its  own recommendations as part of  the  Community
Plan  review process.  The Commission disagreed with  most  of
the CAC's recommendations and has recommended that there be no
substantial  change  in  the  land  use  designation  for  the
Company's lands, including North Beach.  However, the Mayor of
Maui  County has expressed concern to the planning  commission
over further development  at  North Beach, and urged broad 
review  of  the Lahaina Community Plan issues.  A committee of 
the Maui County Council  has  conducted public hearings on the 
Community  Plan and  has concurred with the Planning Commission
recommendation on  North  Beach.  The Maui County Council will
conduct  final public  hearings  and  has scheduled public 
readings  on  the Community  Plan amendments in December 1995. 
The Maui  County Council  will adopt by ordinance any amendments
it desires  to make to the Community Plans.  It is anticipated
any ordinances adopted by the Maui County Council will occur by
late 1995  or early  1996.  While the Company is hopeful that its
arguments will  be  heeded, there can be no assurance that  the
current zoning (and other land use designations and entitlements)
for the  North  Beach  property and other Company  lands  will  be
retained, or that efforts to recover just compensation for any
loss  of current entitlements would be successful.  Management
continues to evaluate and consider all alternatives in seeking
favorable resolutions to these entitlements and zoning issues.

   Appropriate state land use designations and conformity with
county  community  plans are essential elements  to  the  land
development process.  It is impossible to predict the  outcome
of  these  reviews at this time and, accordingly, the  Company
cannot  determine  what  impact (if any)  these  reviews  will
ultimately have on the Company's lands.

   Further,  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 assurance  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  June  1994, the Company submitted a Land  Use  Boundary
Amendment  Petition  with  the  State  of  Hawaii   Land   Use
Commission 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  proposed  project is planned to be  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.  The filing of these land use applications is  the
first step required in converting agriculture zoned land  into
urban  zoned land.  There are a number of additional  reports,
studies, applications and permits that will be required before
final  land  use  approvals are obtained.  In  May  1995,  the
County  of Kauai approved the Company's General Plan Amendment
Application,  subject  to  a  number  of  conditions  (to   be
addressed  during  the subsequent zoning  amendment  process).
Final  action  on  the Company's Land Use  Boundary  Amendment
petition  is anticipated in late 1995.  While the  Company  is
optimistic  that  the proposed project will receive  favorable
support,  it  is  anticipated that the approval  process  will
require  at  least  3 - 5 years.  The entitlement  process  in
Hawaii  has  historically been a very  difficult  and  arduous
process  and there is no guarantee that all approvals will  be
obtained.   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 and/or certain of its affiliates have been
named as defendants in several pending lawsuits, most of which
constitute routine litigation arising from the ordinary course
of business.  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 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***     Revolving  Credit
                      Agreement  dated February 15,  1989  and
                      the  First and Second Amendments to  the
                      Revolving    Credit   Agreement    dated
                      February 15, 1990 and February 15,  1990
                      between   Amfac/JMB  Hawaii,  Inc.   and
                      Continental Bank N.A.

                                  4.3****    The  $175,000,000
                      Revolving  Line of Credit and Letter  of
                      Credit  Facility  from Continental  Bank
                      N.A.  to  Amfac/JMB Hawaii, Inc.  as  of
                      August 15, 1990.

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

                                     4.5*****      $28,097,832
                      Promissory  Note  from  Amfac,  Inc.  to
                      Amfac/JMB  Hawaii,  Inc.  Extended   and
                      Reissued  Effective December  31,  1990,
                      December 31, 1991, December 31, 1994.

                                  4.6******  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.

                                  4.7******   The  $75,000,000
                      Amended  and  Restated Credit  Agreement
                      dated    September   10,   1991,   among
                      Amfac/JMB  Hawaii, Inc. and  Continental
                      Bank N.A.

                                     4.8******     $28,097,832
                      Promissory  Note  from  Amfac,  Inc.  to
                      Amfac/JMB  Hawaii,  Inc.  extended   and
                      reissued effective December 31, 1991

                                 4.9****** $28,800,000 Amended
                      and   Restated  Credit  Agreement  dated
                      August  1, 1992 among Amfac/JMB  Hawaii,
                      Inc. and Continental Bank N.A.

                                   4.10*****13,250,000    Loan
                      Agreement among Heller Financial,  Inc.,
                      as  Lender, The Lihue Plantation Company
                      Limited,   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.

                                 4.11***** $15,000,000  Credit
                      Agreement  dated March  31,  1993  among
                      AMFAC/JMB  Hawaii, Inc. and  Continental
                      Bank N.A.


                                  4.12*****  $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.

                                     4.13*****     $28,097,832
                      Promissory  Note  from  Amfac,  Inc.  to
                      Amfac/JMB  Hawaii,  Inc.  extended   and
                      reissued effective December 31, 1994.

                                 4.14  $52,000,000  Promissory
                      Note   to  Northbrook  Corporation  from
                      Amfac/JMB Hawaii, Inc. effective May 31,
                      1995 is filed herewith.

                                  10.1*       Escrow   Deposit
                      Agreement.

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

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

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

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

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

                                 10.7*     Kauai Lagoon Resort
                      Hotel  Lease, dated March 25,  1987,  by
                      and   between   The   Lihue   Plantation
                      Company, Limited and Hemmeter-VMS  Kauai
                      Company I.

                                10.8*     Kauai Lagoons Resort
                      Golf Course Lease, dated March 25, 1987,
                      by  and  between  The  Lihue  Plantation
                      Company, Limited and Hemmeter-VMS  Kauai
                      Company I.

                                  10.9*      Construction  and
                      Operation  Agreement,  dated  June   23,
                      1978,   between  The  Lihue   Plantation
                      Company,  Limited  and  Foster   Wheeler
                      Kauai, Inc.

                                  10.10*      Power   Purchase
                      Agreement, dated as of July 14, 1978, by
                      and   between   The   Lihue   Plantation
                      Company,  Limited and Citizens Utilities
                      Company.

                                 10.11*     U.S.  Navy  Waipio
                      Peninsula Agricultural Lease, dated  May
                      26,  1964, between The United States  of
                      America  (as  represented  by  the  U.S.
                      Navy) and Oahu Sugar Company, Ltd.

                                 10.12*     Amendment  to  the
                      Robinson Estate Hoaeae Lease, dated  May
                      15,   1967,   by  and  between   various
                      Robinsons, heirs of Robinsons,  Trustees
                      and   Executors,  etc.  and  Oahu  Sugar
                      Company,  Limited amending and restating
                      the previous lease.

                                 10.13*     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.

                                 10.14*    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.

                                     10.15*    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.
                      
                                     10.16*    Honokohau Water
                      License,   dated  December   22,   1980,
                      between Maui Pineapple Company Ltd.  and
                      Pioneer Mill Company, Limited.
                      
                                     10.17*    Water Licensing
                      Agreement, dated September 22, 1980,  by
                      and   between  Maui  Land  &   Pineapple
                      Company, Inc. and Amfac, Inc.

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

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

                                  10.20*      California   and
                      Hawaiian   Sugar  Company  ("C   &   H")
                      Standard Sugar Marketing Contract, dated
                      as of January 1, 1972.
                                      Note:  The exhibit  copy
                      is  unsigned, however, the contract  (as
                      amended) is effective between C & H  and
                      each of the following companies:





                                              Kekaha     Sugar
                           Company, Limited
                      The Lihue Plantation Company, Limited
                      Oahu Sugar Company, Limited
                      Pioneer Mill Company, Limited.

                                  10.21*      California   and
                      Hawaiian Sugar Company Standard Molasses
                      Marketing Contract, dated as of  January
                      1, 1972.

                                       Note:  The exhibit copy
                      is  unsigned, however, the contract  (as
                      amended) is effective between C & H  and
                      each of the following companies:

                      Kekaha Sugar Company, Limited
                      The Lihue Plantation Company, Limited
                      Oahu Sugar Company, Limited
                      Pioneer Mill Company, Limited

                                 10.22*    Indenture of Lease,
                      dated  May  5, 1987, between  The  Lihue
                      Plantation Company, Limited and Hemmeter-
                      -VMS Kauai Company I.

                                 10.23*    Keep-Well Agreement
                      between   Northbrook   Corporation   and
                      Amfac/JMB Finance, Inc.

                                     10.24*         Repurchase
                      Agreement, dated March 14, 1989, by  and
                      between   Amfac/JMB  Hawaii,  Inc.   and
                      Amfac/JMB Finance, Inc.

                                 10.25*     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.

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

                                 10.27*    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 28, 1990 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  November  13,  1990  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 exhibits to the Company's  Form
10-Q  report  under the Securities Act of 1934 (File  No.  33-
24180)  filed  on November 8, 1991 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, 1992 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 November 11, 1992 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  on  March 29, 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  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.

                           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:    November 10, 1995


      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:    November 10, 1995
                           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:    November 10, 1995


      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:    November 10, 1995
                           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:    November 10, 1995


      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:    November 10, 1995
                           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:    November 10, 1995


      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:    November 10, 1995

                           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 SUGAR AND AGRIBUSINESS, INC.




                   By:  Gary Smith
                        Vice President
                   Date:    November 10, 1995


      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:    November 10, 1995
                           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:    November 10, 1995


      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:    November 10, 1995
                           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 AGRIBUSINESS, INC.




                   By:  Gary Smith
                        Vice President
                   Date:    November 10, 1995


      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:    November 10, 1995
                           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:    November 10, 1995


      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:    November 10, 1995
                           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:    November 10, 1995


      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:    November 10, 1995

                           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:    November 10, 1995


      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:    November 10, 1995
                           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:    November 10, 1995


      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:    November 10, 1995
                           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:    November 10, 1995


      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:    November 10, 1995
                           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:    November 10, 1995


      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:    November 10, 1995
                           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:    November 10, 1995


      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:    November 10, 1995
                           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:    November 10, 1995


      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:    November 10, 1995