1
  


             SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549


                           FORM 10-Q


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


For the quarter ended March 31, 1997    Commission File Number 33-24180



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


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


For  the  quarter  ended March 31, 1997  Commission  File Number 33-24180-01

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


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


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


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


See Table of Additional Registrants Below.


Indicate  by check mark whether the registrant (1)  has  filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or  for  such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes   X    No

As  of  May  15,  1997,  each of Amfac/JMB  Hawaii,  Inc.  and
Amfac/JMB  Finance,  Inc. had 1,000  shares  of  Common  Stock
outstanding.  All such Common Stock is owned by its respective
parent and not traded on a public market.






                   ADDITIONAL REGISTRANTS (1)

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

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

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

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

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

Amfac  Vacation   Hawaii             94-3261831     900 North Michigan Avenue
Managers,  Inc.                                     Chicago, Illinois 60611
                                                    (312) 440-4800

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

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

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

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

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

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

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

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

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


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




PART I   FINANCIAL INFORMATION


Item 1.  Financial Statements                                4

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                21




PART II  OTHER INFORMATION


Item 1.  Legal Proceedings                                  31

Item 6.  Exhibits and Reports on Form 8-K                   31
                                                     

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

                       Consolidated Balance Sheets

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

                              A S S E T S
<CAPTION>
                                             March 31,      December 31,
                                             1997                1996
                                         --------------    --------------
<S>                                      <C>                <C>
A S S E T S
Current assets:
 Cash and cash equivalents                  $7,908             8,736
 Receivables-net                             3,969             4,741
 Inventories                                63,690            56,808
 Prepaid expenses                            3,839             3,439
                                          --------          --------
     Total current assets                   79,406            73,724
                                          --------          --------
Investments                                 46,287            46,187
                                          --------          --------
Property, plant and equipment:
 Land and land improvements                286,549           289,294
 Machinery and equipment                    60,917            60,981
 Construction in progress                    1,481             1,365
                                          --------           --------
                                           348,947           351,640
 Less accumulated depreciation
 and amortization                           35,371            33,856
                                          --------          --------
                                           313,576           317,784
                                          --------          --------
Deferred expenses, net                      12,772            12,975
Other assets                                36,367            32,935
                                          --------           --------
                                        $  488,408           483,605
                                         ==========         ==========
L I A B I L I T I E S
Current liabilities:
 Accounts payable                       $    6,337             5,719
 Accrued expenses                            7,935             9,274
 Current portion of
 long-term debt                              1,294             1,471


                            AMFAC/JMB HAWAII, INC.

                    Consolidated Balance Sheets - Continued

                      March 31, 1997 and December 31, 1996
                             (Dollars in Thousands)
                                  (Unaudited)
                                            March 31,      December 31,
                                             1997               1996
                                         -------------    -------------
 Current portion of
 deferred income taxes                       7,953             5,422
 Amounts due to affiliates                   9,582             8,905
                                          --------           --------
 Total current liabilities                  33,101            30,791
                                          --------          --------
Amounts due to affiliates                  113,762           103,579
Accumulated postretirement
benefit obligation                          56,679            57,662
Long-term debt                             105,770           100,606
Other long-term liabilities                 34,820            35,501
Deferred income taxes                       87,571            88,345
Certificate of Land
Appreciation Notes                         220,692           220,692
                                          --------          --------
 Total liabilities                         652,395           637,176
                                          --------          --------
Commitments and contingencies
(notes 2, 3, 4, 6, 7 and 8)


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

Common stock, no par value;
 authorized, issued and
 outstanding 1,000 shares                        1                1
Additional paid-in capital                   1,207            6,278
Retained earnings (deficit)               (165,195)        (159,850)
                                         ---------         ---------

 Total stockholder's equity
 (deficit)                                (163,987)        (153,571)
                                         ---------         ---------
                                        $  488,408          483,605
                                         ============     ===========

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

<TABLE>
                     AMFAC/JMB HAWAII, INC.
             Consolidated Statements of Operations
           Three Months Ended March 31, 1997 and 1996
                     (Dollars in Thousands)
                          (Unaudited)
<CAPTION>
                                 1997     1996
                              -------   -------
<S>                            <C>     <C>
Revenue:
 Agriculture                  $   675    5,688
 Property                       8,808    9,368
                              -------   -------
                                9,483   15,056
                              -------   -------
Cost of sales:
 Agriculture                      769    4,113
 Property                       5,738    5,339
                               -------  ------
                                6,507    9,452
Operating expenses:
 Selling, general
 and administrative             3,066    3,149
 Depreciation and
 amortization                   1,515    1,596
                               -------  -------
Total costs and expenses       11,088   14,197

Operating income(loss)         (1,605)     859
                               -------  -------
Non-operating income
(expenses):
 Amortization of
  deferred costs                 (419)   (316)
 Interest expense              (6,676) (6,908)
 Interest income                   41      92
                               -------  -------
                               (7,054) (7,132)
                               -------  -------
 Loss before taxes             (8,659) (6,273)
                               -------  -------
 Income tax benefit            (3,314) (2,333)
                               -------  -------
 Net loss                     $(5,345) (3,940)
                              ======== ========
<FN>
   The  accompanying  notes are an integral part of the  consolidated  financial
statements.
</TABLE>


<TABLE>
                     AMFAC/JMB HAWAII, INC.

             Consolidated Statements of Cash Flows

           Three Months Ended March 31, 1997 and 1996

                     (Dollars in Thousands)
                          (Unaudited)
<CAPTION>
                                                   1997            1996
                                                 --------        --------
<S>                                             <C>            <C>
Cash flows from operating activities:
 Net loss                                        $(5,345)       (3,940)
 Items not requiring (providing) cash:
   Depreciation and amortization                   1,515         1,596
   Amortization of deferred costs                    419           316
   Equity in earnings of investments                  10            23
   Income tax benefit                             (3,314)       (2,333)

Changes in:
   Receivables - net                                 772         2,760
   Inventories                                    (4,009)       (6,407)
   Prepaid expenses                                 (400)          214
   Accounts payable                                  618        (1,217)
   Accrued expenses                               (1,339)         (933)
   Amounts due to affiliates                         677         1,208
   Other long-term liabilities                    (2,002)        1,344
                                                  --------       --------
   Net cash used in
    operating activities                         (12,398)       (7,369)
                                                  --------      --------
Cash flows from investing activities:
 Property additions                                 (116)         (514)
 Investments in joint ventures
 and partnerships                                   (110)         (135)
 Other assets                                     (3,432)           99
 Other long-term liabilities                         274          (224)
                                                  --------      --------


                    AMFAC/JMB HAWAII, INC.

          Consolidated Statement of Cash Flows - Continued

             Three Months Ended March 31, 1997 and 1996
                    (Dollars in Thousands)
                         (Unaudited)

                                                    1997           1996
                                                   -------       --------
  Net cash used in investing activities           (3,384)          (774)
                                                  --------       --------
Cash flows from financing activities:
 Deferred expenses                                  (216)             8
 Net borrowings (repayments) of
 long-term debt                                    4,987           (486)
 Amounts due to affiliates                        10,183          7,437
                                                ---------       --------
 Net cash provided by financing activities        14,954          6,959
                                                ---------       --------
 Net decrease in cash and cash
 equivalents                                        (828)        (1,184)
 Cash and cash equivalents,
 beginning of year                                 8,736         11,745
                                                ---------        --------
 Cash and cash equivalents,
 end of period                                   $ 7,908         10,561
                                                =========        ========
Supplemental disclosure of cash flow
information:
 Cash paid for interest
 (net of amount capitalized)                     $ 6,543          5,250
                                                 =========     ========
 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                                    $ 2,873           510
                                                  =========      ========
<FN>
The  accompanying  notes  are  an integral part of  the  consolidated  financial
statements.
</TABLE>
                      AMFAC/JMB HAWAII, INC.

           Notes to Consolidated Financial Statements

                    March 31, 1997 and 1996

                        (Dollars in Thousands)

Readers  of  this quarterly report should refer to the  Company's
audited  financial statements for the fiscal year ended  December
31, 1996, which are included in the Company's 1996 Annual Report,
as   certain   footnote  disclosures  which  would  substantially
duplicate  those  contained in such audited financial  statements
have been omitted from this report.

(1)  BASIS OF ACCOUNTING

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

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

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

      The  Company's policy is to consider all amounts held  with
original  maturities of three months or less in  U.S.  Government
obligations,  certificates  of deposit  and  money  market  funds
(approximately $3,600 and $4,900 at March 31, 1997  and  December
31,  1996,  respectively) as cash equivalents, which approximates
market.   These amounts include $1,255 and $1,552  at  March  31,
1997  and  December 31, 1996, respectively, which were restricted
primarily to fund debt service on long-term debt related  to  the
acquisition of power generation equipment (see note 4).

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

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

                       AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

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

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

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

      Interest  is  capitalized to qualifying assets (principally
real estate under development) during the period that such assets
are  undergoing  activities necessary to prepare them  for  their
intended  use.  Such capitalized interest is charged to  cost  of
sales  as revenue from the real estate development is recognized.
Interest cots of $358 and $0 have been capitalized for the  three
months ended March 31, 1997 and 1996, respectively.

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

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

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

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


                         AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)


(2)  AMOUNTS DUE TO AFFILIATES - FINANCING

      The maturity date of the approximately $15,097 of remaining
acquisition-related financing owed to affiliates had  a  maturity
date  of June 1, 1998 and bore interest at a rate per annum based
upon  the prime interest rate (8.5% at March 31, 1997), 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
$18,746  and $9,814 during 1996 and 1995, respectively,  to  fund
COLA  Mandatory  Base  Interest payments  and  other  operational
needs.  The  loans  from Northbrook were payable  interest  only,
matured  on June 1, 1998 and carried an interest rate  per  annum
equal to the prime interest rate plus two percent.

     In February 1997 the above noted affiliate loans, along with
certain other amounts due Northbrook, were converted into  a  new
ten-year note payable. The new note is payable interest only  and
accrues  interest at the prime rate plus 2%. The Company borrowed
an additional $7,714 during the three months ended March 31, 1997
to   fund  COLA  Mandatory  Base  Interest  payments  and   other
operational  needs. The total amount due Northbrook as  of  March
31, 1997 was $113,762, which includes accrued interest of $1,289.
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, principal reductions may be made from rem
aining Net Cash Flow, if any, in excess of all current and unpaid
deferred Contingent Base Interest. The COLAS will bear additional
contingent  interest in any year, after any principal  reduction,
equal  to 55% of remaining Net Cash Flow. Upon maturity,  holders
of  COLAS  will be entitled to receive the remaining  outstanding
principal  balance  of  the  COLAS  plus  unpaid  Mandatory  Base
Interest  (4%)  plus  additional interest  equal  to  the  unpaid
Contingent  Base  Interest, to the extent of the Maturity  Market
Value (Maturity Market Value generally means 90% of the excess of
the  Fair  Market  Value  (as defined) of  the  Company's  assets

                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

at  Maturity over its 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 A and
Class B COLA is approximately $.175 and $.175, respectively.

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

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

      As  a  result of the COLA repurchases in 1995, the  Company
retired  approximately $164,045 in face value of  COLA  debt  and
recognized  a  financial statement gain in 1995 of  approximately
$32,544  (net  of  income  taxes of  $20,807,  the  write-off  of
deferred  financing  costs of $10,015, the write-off  of  accrued
Contingent  Base Interest of $5,667 and expenses of  $894).  Such


                         AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                        (Dollars in Thousands)

gain  was treated as cancellation of indebtedness income for  tax
purposes  and,  accordingly, the  income taxes   related  to  the
Class   A  Redemption  Offer  (approximately  $9,106)  were   not
indemnified by the tax agreement with Northbrook (see note 1).

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

(4)  LONG-TERM DEBT

      In  June  1991,  the Company obtained a  five-year  $66,000
nonrecourse  loan from the Employees' Retirement  System  of  the
State  of Hawaii ("ERS"). The loan is secured by a first mortgage
on   the  Kaanapali  Golf  Courses,  and  is  considered  "Senior
Indebtedness"  (as  defined  in the  Indenture  relating  to  the
COLAS).  The loan bore interest at a rate per annum equal to  the
greater  of (i) the base interest rate announced by the  Bank  of
Hawaii on the first of July for each year or (ii) ten percent per
annum   through  June  30,  1993  and  nine  percent  per   annum
thereafter.  The annual interest payments were in excess  of  the
cash flow generated by the Kaanapali Golf Courses.

     In April 1996, the Company reached an agreement to amend the
loan  with  the ERS, extending the maturity date for five  years.
In exchange for the loan extension, the ERS received the right to
participate  in  the  "Net  Disposition  Proceeds"  (as  defined)
related to the sale or refinancing of the golf courses or at  the
maturity  of  the  loan.  The ERS share of  the  Net  Disposition
Proceeds increases from 30% through June 30, 1997, to 40% for the
period  from July 1, 1997 to June 30, 1999 and to 50% thereafter.
The  loan amendment effectively adjusted the interest rate as  of
January  1,  1995 to 9.5% until June 30, 1996.   After  June  30,
1996, the loan bears interest at a rate per annum equal to 8.73%.
The  loan amendment requires the Company to pay interest  at  the
rate  of 7% for the period from January 1, 1995 to June 30, 1996,
7.5%  from July 1, 1996 to June 30, 1997, 7.75% from July 1, 1997
to  June  30,  1998  and  8.5% thereafter  ("Minimum  Interest").
Accrued  Minimum  Interest as of March 31, 1997 was  $1,221.  The
scheduled  Minimum Interest payments are paid  quarterly  on  the
principal  balance  of the $66,000 loan.  The difference  between
the  accrued  interest expense and the Minimum  Interest  payment
accrues  interest and is payable on an annual basis  from  excess
cash  flow,  if  any, generated from the Kaanapali Golf  Courses.
The accrued interest payable from excess cash flow was $3,419  as
of  March 31, 1997. Although the outstanding loan balance remains
nonrecourse,  certain  payments  and  obligations,  such  as  the
Minimum Interest payments and the ERS's share of appreciation, if
any,  are  recourse  to  the  Company.   However,  the  Company's
obligations to make future Minimum Interest payments and  to  pay
the  ERS  a  share  of appreciation would be  terminated  if  the
Company tendered an executed deed to the golf course property  to
the ERS in accordance with the terms of the amendment.


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

      In  January  1993,  The Lihue Plantation  Company,  Limited
("Lihue")  obtained  a ten-year $13,250 loan  used  to  fund  the
acquisition  of Lihue's power generation equipment.  The  $13,250
loan,   constituting  "Senior  Indebtedness"  under  the   COLAS'
Indenture,  consists  of two ten-year amortizing  term  loans  of
$10,000  and  $3,250, respectively, payable in forty  consecutive
installments commencing July 1, 1993 in the principal  amount  of
$250  and  $81,  respectively  (plus  interest).   The  remaining
balance of the $3,250 loan was fully repaid in January 1997.  The
$10,000 loan has an outstanding balance of $6,184 as of March 31,
1997  and  bears interest at a rate equal to prime rate (8.5%  at
March  31,  1997)  plus  three and one half  percent.  Lihue  has
purchased  an  interest  rate agreement  which  protects  against
fluctuations  in interest rates and effectively  caps  the  prime
rate  at  eight  percent for the first seven years  of  the  loan
agreement.  The  loan  is secured by the Lihue  power  generation
equipment,  sugar  inventories  and  receivables,  certain  other
assets  and real property of the Company and has limited recourse
to the Company and certain other subsidiaries.

     In October 1993, Waikele Golf Club, Inc. ("WGCI"), a wholly-
owned  subsidiary  of  the Company that  owns  and  operates  the
Waikele  Golf Course, obtained a five year $20,000 loan  facility
from  two  lenders.  The loan consisted of two $10,000 amortizing
loans.  Each loan bore interest only for the first two years  and
interest  and  principal payments based upon an assumed  20  year
amortization period for the remaining three years. The loans bore
interest  at prime plus 1/2% and LIBOR (5.5% at March  31,  1997)
plus  3%,  respectively. In February 1997, WGCI entered  into  an
amended  and  restated loan agreement with the  Bank  of  Hawaii,
whereby  the  outstanding  principal  amount  of  the  loan   was
increased to $25,000, the maturity date was extended to  February
2007,  the  interest rate was changed to LIBOR plus 2% until  the
fifth anniversary and LIBOR plus 2.5% thereafter and principal is
to  be  repaid  based on a 30-year amortization schedule.  As  of
March  31,  1997, the outstanding principal balance was  $24,962,
with  scheduled remaining annual principal maturities of $151  in
1997, $243 in 1998, $262 in 1999, $282 in 2000, $304 in 2001  and
$23,720  thereafter. The loan is secured by  WGCI's  assets  (the
golf   course   and  related  improvements  and  equipment),   is
guaranteed   by   the   Company,  and   is   considered   "Senior
Indebtedness"  (as  defined  in the  Indenture  relating  to  the
COLAS).

     In December 1996, Amfac Property Development Corp., a wholly-
owned subsidiary of the Company, obtained a $10,000 loan facility
from a Hawaii bank. The loan is secured by a mortgage on property
under  development  at  the mill-site of Oahu  Sugar  (the  sugar
plantation  was  closed  in  1995),  and  is  considered  "Senior
Indebtedness"  (as  defined  in the  Indenture  relating  to  the
COLAS).  The loan bears interest at the bank's base rate (8.5% at
March 31, 1997) plus .5% and matures on December 1, 1998.


                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                     (Dollars in Thousands)
(5)  SEGMENT INFORMATION

     Agriculture and Property comprise separate industry segments
of  the Company.  "Operating Income-Other" consists primarily  of
unallocated  overhead expenses and "Total Assets-Other"  consists
primarily  of  cash and deferred expenses.  Total assets  at  the
balance  sheet  dates and capital expenditures, operating  income
(loss)  and depreciation and amortization during the three months
ended  March  31,  1997  and 1996 are set  forth  below  by  each
industry segment:
<TABLE>
<CAPTION>
                                       March 31,  December 31,
                                         1997         1996
                                      ---------    ---------
<S>                                     <C>         <C>
Total Assets:
   Agriculture                         $239,839      239,222
   Property                             230,724      225,372
   Other                                 17,845       19,011
                                        ---------   ---------
                                       $488,408      483,605
                                      =========     =========
                                      Three Months  Three Months
                                         Ended        Ended
                                      March 31,     March 31,
                                          1997        1996
                                       -----------  -----------
Capital Expenditures:
 Agriculture                            $   23          341
 Property                                   93          173
                                        ---------   ---------
                                        $  116          514
                                        =========   =========

Operating income (loss):
 Agriculture                           $(1,216)         395
 Property                                   33        1,412
 Other                                    (422)        (948)
                                        ---------   ---------
                                       $(1,605)         859
                                        ==========  =========
Depreciation and amortization:
 Agriculture                            $  971        1,029
 Property                                  533          518
 Other                                      11           49
                                        ---------   ---------
                                        $1,515        1,596
                                        =========   =========
</TABLE>

                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

(6)  TRANSACTIONS WITH AFFILIATES

      The  Company  incurred  interest expense  of  approximately
$2,024   for   the  three  months  ended  March  31,   1996   and
approximately $2,469 for the three months ended March 31, 1997 in
connection with the acquisition and additional financing obtained
from  an  affiliate.  Approximately $1,289 of such  interest  was
unpaid as of March 31, 1997.

     With respect to any calendar year, JMB or its affiliates may
receive  a  Qualified  Allowance in  an  amount  equal  to:   (i)
approximately  $6,200  during each of  the  calendar  years  1989
through  1993, and (ii) thereafter, 1-1/2% per annum of the  Fair
Market Value (as defined) of the gross assets of the Company  and
its  subsidiaries  (other  than cash  and  cash  equivalents  and
Excluded  Assets  (as  defined)) for providing  certain  advisory
services  for the Company. However, such amounts shall be  earned
and  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. A Qualified Allowance for 1989 of approximately
$6,200 was paid on February 28, 1990. Any Qualified Allowance for
1990  through 1996 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.  JMB  has informed  the  Company  that  no
incremental costs or expenses have been incurred relating to  the
provision of these advisory services.  The Company believes  that
using an incremental cost methodology is reasonable.

      The  Company,  its subsidiaries, and their  joint  ventures
reimburse  Northbrook,  JMB  and  their  affiliates  for   direct
expenses incurred on their behalf, including salaries and salary-
related  expenses incurred in connection with the  management  of
the  Company's  or  its  subsidiaries' and  the  joint  ventures'
operations.  The total of such costs was approximately  $163  for
the  three months ended March 31, 1997 and approximately $154 for
the three months ended March 31, 1996; approximately $163 of such
costs  were unpaid as of March 31, 1997. In addition, as of March
31, 1997, the other amounts due to affiliates includes $9,106  of
income  tax payable related to the Class A COLA Redemption  Offer
(see   note   3).   Also,  the  Company  pays  a  non-accountable
reimbursement  of  approximately $30 per  month  to  JMB  or  its
affiliates in respect of general overhead expense, all  of  which
was paid as of March 31, 1997.

       JMB  Insurance  Agency,  Inc.  earns  insurance  brokerage
commissions  in  connection  with  providing  the  placement   of
insurance  coverage for certain of the properties and  operations
of  the  Company.   Such  commissions  are  comparable  to  those
available  to  the Company in similar dealings with  unaffiliated
third  parties.   The  total of such commissions  for  the  three
months   ended  March  31,  1996  was  approximately   $235   and
approximately $250 for the three months ended March 31, 1997, all
of which was paid as of March 31, 1997.

                     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. Such charges totaled $254 and $240 for the three months
ended  March  31,  1997  and March 31,  1996,  respectively.  The
affiliated charges for the first quarter of 1997 were  offset  by
$197  of  charges  for  services  provided  by  the  Company  for
Northbrook.  As of March 31, 1997, on a net basis, the amount due
Northbrook totaled approximately $313 related to these  services.
These  services and costs are intended to reflect  the  Company's
separate  costs of doing business and are principally related  to
the  inclusion  of  the  Company's employees  in  the  Northbrook
pension  plan, payment of severance and termination benefits  and
reimbursement for insurance claims paid on behalf of the Company.
All  amounts  described above, deferred or currently payable,  do
not bear interest and are expected to be paid in future periods.

(7)  EMPLOYEE BENEFIT PLANS

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

(8)  COMMITMENTS AND CONTINGENCIES

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

      The  Company's Property segment had contractual commitments
(related  to project costs) of approximately $1,527 as  of  March
31, 1997.  Additional development expenditures are dependent upon
the  Company's ability to obtain financing for such costs and  on
the timing and extent of property development and sales.

     As of March 31, 1997, certain portions of the Company's land
not  currently under development or used in sugar operations  are
mortgaged  as  security for approximately $1,300  of  performance
bonds related to property development.

                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Concluded

                     (Dollars in Thousands)

(9)  INCOME TAXES

      Deferred  income  taxes  reflect the  net  tax  effects  of
temporary differences between the carrying amounts of assets  and
liabilities for financial reporting purposes and the amounts used
for  income tax purposes. Significant components of the Company's
deferred tax liabilities and assets
as of December 31, 1996 are as follows:


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



<TABLE>
                    AMFAC/JMB FINANCE, INC.

                         Balance Sheets

              March 31, 1997 and December 31, 1996

      (Dollars in thousands, except per share information)

                          (Unaudited)

<CAPTION>
                          A s s e t s

                                         March 31,     December 31,
                                           1997           1996
                                        -----------    -----------
<S>                                    <C>         <C>
Cash                                    $    1              1
                                        =========       ==========

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

Repurchase obligation (note 2)

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

<FN>
     The accompanying notes are an integral part of these balance sheets.
</TABLE>
                     AMFAC/JMB FINANCE, INC.

                  Notes to the Balance Sheets

                          (Unaudited)

                      (Dollars in Thousands)


(1)  ORGANIZATION AND ACCOUNTING POLICY

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

(2)  REPURCHASE OBLIGATIONS

       On   March   14,   1989,   Finance  and  a   subsidiary   of   Northbrook
(Amfac/JMB     Hawaii,    Inc.)    entered    into     an     agreement     (the
"Repurchase     Agreement")     concerning     Finance's     obligation      (on
June    1,   1995   and   1999)   to   repurchase,   upon   request    of    the
holders    thereof,    the    Certificate    of    Land    Appreciation    Notes
due   2008   ("COLAS"),   to   be   issued  by   Amfac/JMB   Hawaii,   Inc.   in
conjunction   with   the   acquisition   of   Amfac/JMB   Hawaii,    Inc..     A
total    aggregate    principal   amount   of    $384,737    of    COLAS    were
issued    during    the    offering,   which   terminated    on    August    31,
1989.    The   COLAS   were   issued   in   two   units   consisting   of    one
Class   A   and   one   Class   B  COLA.   As  specified   in   the   Repurchase
Agreement,   the   repurchase   of   the   Class   A   COLAS   may   have   been
requested   of   Finance   by   the  holders  of   such   COLAS   on   June   1,
1995   at   a   price   equal  to  the  original  principal   amount   of   such
COLAS    ($.500)    minus    all   payments   of    principal    and    interest
allocated    to    such    COLAS.    The   cumulative    interest    paid    per
Class   A   COLA   through   June   1,   1995   was   $.135.    The   repurchase
of    the    Class   B   COLAS   may   be   requested   of   Finance   by    the
holders   of   such  COLAS  on  June  1,  1999  at  a  price   equal   to   125%
of    the   original   principal   amount   of   such   COLAS   ($.500)    minus
all    payments    of    principal    and    interest    allocated    to    such
COLAS.    To   date,   the   cumulative  interest   paid   per   Class   A   and
Class B COLA is approximately $.175 and $.175, respectively.

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

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



PART I.  FINANCIAL INFORMATION

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

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   were   used   to   repay   a   portion    of
the    acquisition-related    financing,   which    was    incurred    to    pay
certain    costs   associated   with   the   Merger,   including    a    portion
of the Merger consideration paid to shareholders of Amfac.

        On    March    14,    1989,    Amfac/JMB    Finance    ("Finance"),    a
wholly-owned         subsidiary        of         Northbrook         Corporation
("Northbrook"),   and   the   Company   entered   into   an    agreement    (the
"Repurchase     Agreement")     concerning     Finance's     obligations     (on
June   1,   1995   and   1999)  to  repurchase  the  COLAS   upon   request   of
the    holders    thereof.    The   COLAS   were    issued    in    two    units
consisting   of   one   Class   A  and  one  Class   B   COLA.    As   specified
in    the    Repurchase   Agreement,   the   repurchase   of   the    Class    A
COLAS   may   have   been   requested  by  the  holders   of   such   COLAS   on
June   1,   1995   at   a   price  equal  to  the  original   principal   amount
of    such    COLAS    ($500)   minus   all   payments    of    principal    and
interest    allocated   to   such   COLAS.   The   cumulative   interest    paid
per    Class    A    COLA    through   June   1,    1995    was    $135.     The
repurchase   of   the   Class   B  COLAS  may  be  requested   of   Finance   by
the   holders   of   such  COLAS  on  June  1,  1999  at  a   price   equal   to
125%    of    the    original   principal   amount   of   such   COLAS    ($500)
minus   all   payments   of   principal   and   interest   allocated   to   such
COLAS.      Through    the    date    of    this    report,    the    cumulative
interest    paid   per   Class   A   and   Class   B   COLA   is   approximately
$175 and $175, respectively.

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

       On   March   15,   1995,   pursuant  to  the   indenture   that   governs
the    terms   of   the   COLAS   (the   "Indenture"),   the   Company   elected
to   offer   to   redeem   (the   "Redemption  Offer")   all   Class   A   COLAS
from     its     registered    holders.     Pursuant    to    the     Redemption
Offer,   and   in   accordance   with  the   terms   of   the   Indenture,   the
Company   was   therefore   obligated   to   purchase   any   and   all    Class
A   COLAS   submitted   pursuant   to  the   Redemption   Offer   at   a   price
of   $365   per   Class   A   COLA.    In   conjunction   with   the   Company's
Redemption   Offer,   the   Company   made   a   tender   offer   (the   "Tender
Offer")    to    purchase   up   to   approximately   $68   million    principal
value   of   the  Class  B  COLAS  at  a  price  of  $220  per  Class   B   COLA
from    COLA    holders    electing   to    have    their    Class    A    COLAS
repurchased.      Approximately     229,000     Class     A      COLAS      were
submitted    for   repurchase   pursuant   to   the   Redemption    Offer    and
approximately     99,000     Class    B     COLAS     were     submitted     for
repurchase     pursuant     to     the    Tender     Offer,     requiring     an
aggregate    payment   of   the   Company   of   approximately   $105    million
on    June    1,    1995.   The   Company   used   its   available    cash    to
purchase    Class    B    COLAS   pursuant   to    the    Tender    Offer    and
borrowed   $52   million   from   Northbrook   to   purchase   Class   A   COLAS
pursuant   to   the   Redemption   Offer.    As   of   March   31,   1997,   the
Company     has     approximately     156,000     Class     A     COLAS      and
approximately     286,000     Class    B    COLAS     outstanding     with     a
principal     balance    of    approximately    $78     million     and     $143
million, respectively.

        In    addition   to   the   $52   million   borrowed   from   Northbrook
to   redeem   Class   A   COLAS   pursuant  to   the   Redemption   Offer   (see
Note    3),    the    Company    has   also   borrowed    approximately    $18.8
million    and    $9.8    million   during   1996   and   1995,    respectively,
to    fund    COLA    Base    Interest   payments    and    other    operational
needs.      These    loans    from    Northbrook    were    payable     interest
only,   matured   on   June  1,  1998  and  carried   an   interest   rate   per
annum equal to the prime interest rate plus two percent.

        In    February   1997   the   above   noted   affiliate   loans,   along
with    certain   other   amounts   due   Northbrook,   were   converted    into
a   new   ten-year   note   payable.   The  new   note   is   payable   interest
only    and    accrues   interest   at   the   prime   rate   plus    2%.    The
Company    borrowed    an   additional   $7.7   million   during    the    three
months    ended    March    31,    1997   to    fund    COLA    Base    Interest
payments    and    other    operational   needs.   The    total    amount    due
Northbrook    as    of    March   31,   1997   was   $113.8    million,    which
includes    accrued    interest   of   $1.3    million.    Pursuant    to    the
Indenture    relating    to    the   COLAS,   the    amounts    borrowed    from
Northbrook are considered "Senior Indebtedness" to the COLAS.

       As   a   result   of   the   COLA  repurchases,   the   Company   retired
approximately   $164   million   face   value   of   debt   and   recognized   a
financial     statement     gain    in    1995    of     approximately     $32.5
million    (net   of   income   taxes   of   $20.8   million,   the    write-off
of   deferred   financing   costs   of   $10.0   million,   the   write-off   of
accrued    contingent   base   interest   of   $5.7   million    and    expenses
of    $.9    million).    Such   gain   was   treated   as    cancellation    of
indebtedness    income    for    tax    purposes    and,    accordingly,     the
income     taxes     related    to    the    Class    A     Redemption     Offer
(approximately    $9.1   million)   were   not   indemnified    by    the    tax
agreement with Northbrook (see Note 1).

       Pursuant   to   the   terms   of   the   Indenture   relating   to    the
COLAS,   the   Company   is   required   to   maintain   a   Value   Maintenance
Ratio   of   1.05   to   1.00.  Such  ratio  is  equal   to   the   relationship
of   the   Company's   Net  Asset  Value  (defined  as   the   excess   of   (i)
Fair   Market   Value   of   the  gross  assets  of  the   Company   over   (ii)
the    amount    of    the   liabilities   (excluding   liabilities    resulting
from       generally      accepted      accounting      principles       enacted
subsequent   to   the   date   of   the  Indenture)   of   the   Company   other
than    the    outstanding    principal    balance    of    the    COLAS,    any
unpaid     Mandatory    and    Contingent    Base    Interest,    and    certain
other   liabilities,   to   the   sum   of   (x)   the   outstanding   principal
amount   of   the   COLAS,   plus   (y)   any   unpaid   Base   Interest,   plus
(z)     the     outstanding    principal    balance    of    any    Indebtedness
incurred    to    redeem    COLAS.    The   COLA    Indenture    requires    the
Company    to    obtain   independent   appraisals   of    the    fair    market
value    of    the    gross    assets    used    to    calculate    the    Value
Maintenance    Ratio    as    of    December   31    in    each    even-numbered
calendar     year.     Accordingly,    the    Company    obtained    independent
appraisals    of    substantially    all    of    its    gross    real    estate
assets   as   of   December   31,   1996;   the   appraised   values   of   such
assets   were   sufficient   to   meet   the   Value   Maintenance   Ratio.   In
odd-numbered     years    (during    which    time    appraisals     are     not
required),   the   Fair   Market   Value   of   the   gross   assets   of    the
Company     used    to    compute    the    Value    Maintenance    Ratio     is
determined    by    the   Company's   management.    To    the    extent    that
management    believes    that   the   aggregate   Fair    Market    Value    of
the   Company's   assets   exceeds   by   more   than   5%   the   Fair   Market
Value    of    such   assets   included   in   the   most   recent    appraisal,
the    Company    must   obtain   an   updated   appraisal    supporting    such
increase.   It   should   be   noted   that   the   concept   of   Fair   Market
Value    is    intended   to   represent   the   value   that   an   independent
arm's-length    purchaser,   seeking   to   utilize   such   asset    for    its
highest   and   best   use   would   pay,   taking   into   consideration    the
risks    and    benefits    associated   with   such   use    or    development,
current       restrictions      on      development      (including       zoning
limitations,      permitted      densities,     environmental      restrictions,
restrictive    covenants,   etc.)   and   the   likelihood   of    changes    to
such    restrictions;   provided,   however,   that   with   respect   to    any
Fair   Market   Value   determination   of   all   of   the   assets   of    the
Company,   such   assets  shall  not  be  valued  as  if   sold   in   bulk   to
a    single    purchaser.     There   can   be    no    assurance    that    the
Company's     properties     can     be    ultimately     sold     at     prices
equivalent to their appraised values.

        In    June    1991,    the   Company   obtained    a    five-year    $66
million    loan    from    the    Employees'   Retirement    System    of    the
State   of   Hawaii   ("ERS").   The  nonrecourse   loan   is   secured   by   a
first     mortgage     on    the    Kaanapali    Golf    Courses,     and     is
considered    "Senior    Indebtedness"   (as   defined    in    the    Indenture
relating   to   the   COLAS).   The  loan  bore   interest   at   a   rate   per
annum    equal    to   the   greater   of   (i)   the   base    interest    rate
announced   by   the   Bank  of  Hawaii  on  the  first   of   July   for   each
year   or   (ii)   ten   percent   per  annum  through   June   30,   1993   and
nine     percent     per     annum    thereafter.    The     annual     interest
payments    were   in   excess   of   the   cash   flow   generated    by    the
Kaanapali Golf Courses.

       In   April   1996,   the   Company  reached   an   agreement   to   amend
the    loan   with   the   ERS,   extending   the   maturity   date   for   five
years.     In   exchange   for   the   loan   extension,   the   ERS    received
the   right   to   participate   in   the   "Net   Disposition   Proceeds"   (as
defined)   related   to   the   sale   or   the   refinancing   of   the    golf
courses   or   at   the  maturity  of  the  loan.   The   ERS   share   of   the
Net    Disposition    Proceeds   increases   from   30%   through    June    30,
1997,   to   40%   for  the  period  from  July  1,  1997  to  June   30,   1999
and     to     50%     thereafter.     The    loan     amendment     effectively
adjusted   the   interest   rate  as  of  January  1,   1995   to   9.5%   until
June   30,   1996.    After   June   30,   1996,   the   loan   bears   interest
at    a    rate    per    annum   equal   to   8.73%.    The   loan    amendment
requires   the   Company  to  pay  interest  at  the  rate   of   7%   for   the
period   from   January   1,   1995  to  June   30,   1996,   7.5%   from   July
1,   1996   to   June  30,  1997,  7.75%  from  July  1,  1997   to   June   30,
1998    and    8.5%    thereafter   ("Minimum   Interest").   Accrued    Minimum
Interest   as   of   March   31,   1997  was   $1.2   million.   The   scheduled
Minimum    Interest   payments   are   paid   quarterly   on    the    principal
balance    of   the   $66   million   loan.    The   difference   between    the
accrued     interest    expense    and    the    Minimum    Interest     payment
accrues   interest   and   is   payable  on  an   annual   basis   from   excess
cash    flow,   if   any,   generated   from   the   Kaanapali   Golf   Courses.
The     accrued    interest    payable    from    excess    cash    flow     was
approximately   $3.4   million   as   of   March   31,   1997.   Although    the
outstanding    loan    balance    remains    nonrecourse,    certain    payments
and    obligations   such   as   the   Minimum   Interest   payments   and   the
ERS's    share    of    appreciation,   if   any,   are    recourse    to    the
Company.    However,    the    Company's    obligations    to    make     future
Minimum    Interest   payments   and   to   pay   the    ERS    a    share    of
appreciation    would    be   terminated   if   the    Company    tendered    an
executed    deed    to   the   golf   course   property   to    the    ERS    in
accordance with the terms of the amendment.

        In    October    1993,   Waikele   Golf   Club,   Inc.    ("WGCI"),    a
wholly-owned    subsidiary   of   the   Company   that   owns    and    operates
the   Waikele   Golf   Course,   obtained  a  five   year   $20   million   loan
facility    from    two   lenders.    The   loan   consisted    of    two    $10
million    amortizing    loans.    Each   loan   bore    interest    only    for
the   first   two   years   with   interest   and   principal   payments   based
upon    a    20    year   amortization   period   for   the   remaining    three
years.    The   loans   bore   interest   at   prime   (8.5%   at   March    31,
1997)   plus   1/2%   and   LIBOR   (5.5%  at   March   31,   1997)   plus   3%,
respectively.    In   February   1997,   WGCI   entered    into    an    amended
and    restated    loan   agreement   with   the   Bank   of    Hawaii,    (they
bought     out     the     other     lender's     interest),     whereby     the
outstanding   principal   amount   of   the   loan   was   increased   to    $25
million,   the   maturity   date   was   extended   to   February   2007,    the
interest    rate   was   changed   to   LIBOR   plus   2%   until   the    fifth
anniversary    and   LIBOR   plus   2.5%   thereafter   and    principal    will
be    repaid   based   on   a   30-year   amortization   schedule.   The    loan
is   secured   by   WGCI's   assets  (see  Note  4),  is   guaranteed   by   the
Company    and   is   considered   "Senior   Indebtedness"   (as   defined    in
the COLA Indenture).

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

        In    December    1996,    Amfac   Property   Development    Corp.,    a
wholly-owned   subsidiary   of   the   Company,   obtained   a    $10    million
loan   facility   from   a   Hawaii   bank.   The   loan   is   secured   by   a
mortgage    on    property   under   development    at    the    mill-site    of
Oahu   Sugar   (the   sugar   plantation   was   closed   in   1995),   and   is
considered    "Senior    Indebtedness"   (as   defined    in    the    Indenture
relating   to   the   COLAS).    The  loan  bears   interest   at   the   bank's
base   rate   (8.5%   at   March   31,   1997)   plus   .5%   and   matures   on
December 1, 1998.

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

        In    order    to    generate   additional   cash    flows    for    the
Company,    management    has    identified   certain    land    parcels    that
are    not   included   in   the   Company's   long-term   development    plans.
During    the    three    months   ended   March   31,   1997,    the    Company
generated     approximately    $2.9    million    from    non-strategic     land
sales.    During    1996,    the   Company   generated    approximately    $18.9
million    in   land   sales,   most   of   which   related   to   non-strategic
parcels.

        At    March    31,    1997,   the   Company   had    cash    and    cash
equivalents of approximately $7.9 million.

        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    and
on    West    Maui,    Oahu   and   Kauai,   agricultural   deficits,    payment
of    interest    expense   and   the   repayment   of   principal    on    debt
obligations,     as    necessary.    The    Company's    long-term     remaining
liquidity    is    dependent   upon   its   ability   to    obtain    additional
financing     and    the    consummation    of    certain    property     sales.
There    can    be   no   assurance   that   additional   long-term    financing
can    be    obtained   or   property   sales   consummated.    The    Company's
land    holdings   on   Maui   and   Kauai   are   its   primary   sources    of
future    land    sale    revenues.    However,   due    to    current    market
conditions,    the   difficulty   in   obtaining   land   use   approvals    and
the     high    development    costs    of    required    infrastructure,    the
planned   development   of   these   land   holdings   and   the   ability    to
generate   cash   flow   from   these  land  holdings   are   longer   term   in
nature      than     the     time     frame     experienced     at      Waikele.
Accordingly,     if    no    such    financing    can     be     obtained     or
additional    property    sales   consummated,   the    Company    will    defer
(to     the     extent     possible)    development    costs     and     capital
expenditures    to    meet    liquidity    requirements.    Additionally,    the
Company's    plans    for    property    sales    may    also    be    adversely
impacted    by    the    inability    of    potential    buyers    to     obtain
financing.

        The    Company    does   not   expect   to   generate    a    sufficient
level   of   Net   Cash   Flow  to  pay  Base  Interest  in   excess   of   four
percent for 1997.

        The    Company    continues   to   implement   certain   cost    savings
measures    and    to    defer   development   project   costs    and    capital
expenditures    for    longer-term    projects.    The    Company's     Property
segment    is    anticipated    to    expend   an    additional    approximately
$14.2 million in project costs during the remainder of 1997.

      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    supports    legislation.     On    April     4,     1996,
President     Clinton    signed    the    Federal    Agriculture     Improvement
and   Reform   Act   of   1996  ("the  Act").   The  Act,   which   expires   in
2002,   keeps   the   loan   rate  at  18  cents   per   pound.   However,   the
Act    includes    certain   other   adjustments   to    the    sugar    program
including    making    crop    loans    recourse    to    the    producer    and
repealing    marketing   allotments   which   may   over   time   depress    the
domestic   price   of   raw   sugar.   There   can   be   no   assurance   that,
in    the    future,    the    government   price   support    will    not    be
reduced    or    eliminated    entirely.     Such    a    reduction    or     an
elimination    of    price   supports   could   have    a    material    adverse
affect    on    the    Company's    agriculture   operations,    and    possibly
could    cause    the    Company   to   evaluate   the    cessation    of    its
remaining sugar cane operations.

        The    sugar    industry   in   Hawaii   has   experienced   significant
difficulties   during   the   past   several   years.    Growers    in    Hawaii
have    struggled   with   the   high   costs   of   production,   which    have
led    to    the    closure    of    several    plantations,    including    the
Company's    sugar   operations   on   Oahu   in   1995.    The   Company    has
tried     to     address    these    challenges    through    a    number     of
different    measures,   including   a   restructuring    in    1995,    whereby
its    two    Kauai   plantations   were   consolidated   and   all    of    its
sugar    operations    (including   the   Maui    plantation)    were    changed
to a seasonal mode.

        While    the    above-noted    changes    have    helped    to    reduce
expenses,    the   Company   must   continue   to   explore   alternatives    to
further   address   the   high   costs   of   sugar   production.    One    such
alternative     relates    to    the    three-year    labor     contract     the
Company    has   with   its   sugar   plantation   employees,   which    expires
in    February    1998.    Within   the   contract   is   a    provision    that
allows   the   Company   and   the   union  to  renegotiate   wages   in   1997.
In   light   of   the   difficulties  the  Company  has   had   in   trying   to
improve     the     operating     results     of     its     sugar     business,
management     has    been    meeting    with    union    representatives     to
discuss      appropriate     wage     levels.     After     discussions      and
negotiations    with   the   union,   it   was   agreed   that    wages    would
remain    at   the   current   levels   until   the   end   of   the   contract.
This     agreement    is    subject    to    ratification    by    the     union
membership.     The   Company   and   the   union   have   tentatively    agreed
to   return   to   the   bargaining  table  during  the  summer   of   1997   to
negotiate   the   terms   for   a   new   contract   which   will    begin    in
1998.    Although    the    Company   is   hopeful   that    it    will    reach
agreement    on    contract    modifications    that    would    help    improve
the    viability    of    its   sugar   plantations,    there    can    be    no
assurance that sufficient changes will be agreed upon.

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

 RESULTS OF OPERATIONS

     GENERAL:

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

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

        Accrued    expenses    decreased   as   of    March    31,    1997    as
compared   to   December   31,   1996,  primarily   due   to   the   timing   of
COLA interest payments.

       Long-term   debt   increased   as  of  March   31,   1997   as   compared
to   December   31,   1996,   due   primarily  to   the   refinancing   of   the
WGCI loan (see Note 4).

         The     current    portion    of    amounts    due    to     affiliates
increased    as   of   March   31,   1997   as   compared   to   December    31,
1996    due    primarily    to   pension   costs   and   salary-related    costs
incurred on behalf of the Company.

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

     AGRICULTURE:

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

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

       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    supports    legislation.     On    April     4,     1996,
President     Clinton    signed    the    Federal    Agriculture     Improvement
and   Reform   Act   of   1996  ("the  Act").   The  Act,   which   expires   in
2002,   keeps   the   loan   rate  at  18  cents   per   pound.   However,   the
Act    includes    certain   other   adjustments   to    the    sugar    program
including    making    crop    loans    recourse    to    the    producer    and
repealing    marketing   allotments   which   may   over   time   depress    the
domestic   price   of   raw   sugar.   There   can   be   no   assurance   that,
in    the    future,    the    government   price   support    will    not    be
reduced    or    eliminated    entirely.     Such    a    reduction    or     an
elimination    of    price   supports   could   have    a    material    adverse
affect    on    the    Company's    agriculture   operations,    and    possibly
could    cause    the    Company   to   evaluate   the    cessation    of    its
remaining sugar cane operations.

        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.

        The    sugar    industry   in   Hawaii   has   experienced   significant
difficulties   during   the   past   several   years.    Growers    in    Hawaii
have    struggled   with   the   high   costs   of   production,   which    have
led    to    the    closure    of    several    plantations,    including    the
Company's    sugar   operations   on   Oahu   in   1995.    The   Company    has
tried     to     address    these    challenges    through    a    number     of
different    measures,   including   a   restructuring    in    1995,    whereby
its    two    Kauai   plantations   were   consolidated   and   all    of    its
sugar     operations    (including    the    plantation    on     Maui)     were
changed to a seasonal mode.

        While    the    above-noted    changes    have    helped    to    reduce
expenses,    the   Company   must   continue   to   explore   alternatives    to
further   address   the   high   costs   of   sugar   production.    One    such
alternative     relates    to    the    three-year    labor     contract     the
Company    has   with   its   sugar   plantation   employees,   which    expires
in    February    1998.   Within   the   contract   is    a    provision    that
allows   the   Company   and   the   union  to  renegotiate   wages   in   1997.
In   light   of   the   difficulties  the  Company  has   had   in   trying   to
improve     the     operating     results     of     its     sugar     business,
management     has    been    meeting    with    union    representatives     to
discuss      appropriate     wage     levels.     After     discussions      and
negotiations    with   the   union,   it   was   agreed   that    wages    would
remain    at   the   current   levels   until   the   end   of   the   contract.
This     agreement    is    subject    to    ratification    by    the     union
membership.     The   Company   and   the   union   have   tentatively    agreed
to   return   to   the   bargaining  table  during  the  summer   of   1997   to
negotiate   the   terms   for   a   new   contract   which   will    begin    in
1998.     Although    the   Company   is   hopeful   that    it    will    reach
agreement    on    contract    modifications    that    would    help    improve
the     viability    of    its    sugar    plantations,     there     are     no
assurances that sufficient changes will be agreed upon.

       Inventories   increased   as  of  March   31,   1997   as   compared   to
December    31,    1996   due   to   the   capitalization   of   planting    and
other costs and the timing of harvesting of sugar cane.

       Agricultural   revenues   and   cost   of   sales   decreased   and   the
operating    income    decreased   for   the   three    months    ended    March
31,   1997   as   compared   to  the  three  months   ended   March   31,   1996
due to the timing of sugar production and related sales.

     PROPERTY:

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

       For   the   three   months   ended  March  31,   1997   and   1996,   the
Company    generated    approximately   $2.9   million    and    $3.1    million
of land sales, respectively.

       Land   and   land   improvements  decreased  as   of   March   31,   1997
compared to December 31, 1996 due primarily to land sales.

       Other   assets   increased   as   of   March   31,   1997   as   compared
to    December   31,   1996   primarily   due   to   a   long-term    receivable
arising from a land sale during the first quarter of 1997.

         Although     property     sales    decreased,     cost     of     sales
increased    for    the    three    months   ended    March    31,    1997    as
compared    to    the   three   months   ended   March   31,   1996    primarily
due    to    lower    margins   realized   on   property   sold    during    the
first quarter of 1997.

MAUI ACTIVITY

       The   planned   development   of  the   Company's   land   on   Maui   is
expected    to    be   longer   term   in   nature   than   the    time    frame
experienced   with   Waikele.    As   Maui   is   less   populated   than   Oahu
and   more   dependent   on   the   resort/tourism   industry,   much   of   the
Company's    land   is   intended   for   resort   and   resort-related    uses.
Due    to    overall    economic   conditions    and    trends    in    tourism,
recent    demand    for   these   land   uses   has   been   relatively    weak.
The    Company's    currently    available    homesite    product    on    Maui,
which    is    targeted   to   the   second   home   buyer,   has    experienced
slower    sales    activity    to   date   than   originally    expected.    The
Company's    competitors   on   Maui   have   also   experienced   slow    sales
activity   in   the   second   home   market.    The   Company   is   continuing
to   evaluate   its   planned   products   and   the   timing   of   development
of    its    land    holdings   in   light   of   the   current   weak    market
demand      and     the     capital     resources     needed     for      future
development.

         The    Company    is    marketing    Kaanapali    Golf    Estates,    a
residential    community    that    is    part    of    South    Beach     Mauka
adjacent    to    the    Kaanapali   Beach   Resort   in    West    Maui.    The
Company    currently   has   six   homesites   on   the   market,   which    are
priced    from    approximately    $.4    million    to    $1    million.     In
addition,    the    Company   is   in   the   process   of    obtaining    final
subdivision   approval   for   a   32   lot   subdivision   of   parcel    "17B"
at     Kaanapali    Golf    Estates.     Fourteen    of    these    lots    were
marketed     earlier    during    the    first    quarter    of     1997     and
reservations   have   been   taken  for   all   14   lots.    Closing   of   the
sale    of    these    lots   is   pending   final   subdivision,    which    is
expected   in   the   second   or   third   quarter   of   1997.   The    prices
for the lots are expected to be $.15 million each.

       In   1995,   the   Company   subdivided  an   ocean   front   parcel   in
Kaanapali    into    six    single    family    homesites    of    approximately
one   acre   each.   Sales   of  two  of  the  lots  in   the   project   closed
in     December     1995,     generating     total     sales     proceeds     of
approximately    $4.1    million.    The   Company   has    entered    into    a
sales    agreement   for   the   four   remaining   lots.   This   sale,   which
is scheduled to close June 1997, is for $5.2 million.

        In    1986,    the    Company   entered    into    a    joint    venture
agreement    with    Tobishima   Pacific   Inc.   ("Tobishima"),    a    wholly-
owned    subsidiary   of   a   Japanese   company,   the   purpose   of    which
is    to    plan,    manage   and   develop   approximately    96    acres    of
beachfront    property    at    Kaanapali    (known    as    "North     Beach").
The    joint   venture   (in   which   the   Company   has   a   50%   interest)
has    State    land    use    and    County   zoning    approvals    for    the
subdivision    and    development    of    the    infrastructure    improvements
necessary    to    accommodate   up   to   3,200   hotel   and/or    condominium
units    on    this    site.    This    North   Beach    property    constitutes
nearly    all    of   the   remaining   developable   beachfront   acreage    at
Kaanapali.       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   Lahaina   bypass    highway    or    other
traffic    mitigation    measures    satisfactory    to    the    Maui    County
Planning Commission.

       The   Company   is   seeking  final  approvals   to   develop   a   time-
share    resort    on   14   acres   of   the   North   Beach   property    (the
"Site").    A    land    option/purchase    agreement    was    entered     into
with    Tobishima    in    October   1996.     This    agreement    gives    the
Company   an   option   to   purchase   Tobishima's   50%   interest   in    the
Site   for   $7   million.   The   Company  does  not   expect   to   consummate
the    purchase    until    all   discretionary    land    use    permits    are
received     for     development    of    the     time-share     resort.      In
accordance     with     the     land     option/purchase     agreement,      the
Company   has   made   a   nonrefundable   deposit   of   $.1   million   (which
may    be    applied   to   the   purchase   price)   to   keep    the    option
available        through       September       30,       1997.        Additional
nonrefundable    deposits    may    be    made    to    extend    the     option
through   August   31,   2000.   On   March  12,   1997,   the   Company   filed
an    application   for   a   special   management   area   use   permit    with
the    County   of   Maui   ("SMA   Permit")   for   the   time-share    resort.
Although   there   is   no   assurance   that   the   SMA   permit    will    be
received   (and   that   if   such   permit  is   received,   that   its   terms
will    be    acceptable   to   the   Company),   management    is    optimistic
that    the    Company    will    receive    the    necessary    approvals    to
proceed with the project.

        The   Company   believes   that   the   potential   for   a   successful
time-share    development   at   North   Beach   will   be   greatly    enhanced
by   the   involvement   of   a   company  with   past   experience   in   time-
share   development,   and   in   the   marketing   and   sale   of   time-share
intervals    (one    week   ownership   rights).   In   February    1997,    the
Company   formed   a   limited   partnership   with   an   affiliate    of    an
experienced      time-share     development     and     management      company.
Known    as    Kaanapali    Ownership   Resorts   L.P.,    the    new    limited
partnership   is   owned   85%   by  affiliates   of   the   Company   and   15%
by    Kaanapali   Partners   Limited   Partnership,   an   affiliate   of    the
owners   of   the   Ridge  Tahoe  in  Nevada.   After   receipt   of   the   SMA
permit,    the   partnership   will   need   to   arrange   project    financing
for    the    development    of   the   resort.   In    addition,    the    land
option/purchase        agreement        includes        short-term        seller
financing, which the partnership may decide to utilize.

        In    February    1996,   the   Maui   County    Council    adopted    a
Community    Plan   ordinance   for   West   Maui   that   does   not    include
any    amendments    to    the   current   Community   Plan    designation    of
the    Company's    North    Beach   property   (thus    rejecting    the    CAC
recommendations    that    two-third's   of    North    Beach    be    downzoned
to    "Park").    The   ordinance   was   signed   by   the   Mayor    of    the
County of Maui and became effective on February 27, 1996.


        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   assurances   as
to    the    ultimate    determinations   with   respect   to    the    wetlands
issue,    the   Company   does   not   anticipate   that   these   sites    will
materially    adversely    affect    the    development    plans    for    North
Beach.

        In    March    1991,    the   Company   received    final    land    use
approval    from    the    State   for   development   of   approximately    240
residential   lots   on   approximately   125   acres   of   land    known    as
"South     Beach     Mauka",     located    adjacent     to     the     existing
Kaanapali    Beach    Resort.     In   connection    with    this    land    use
approval,    the    Company    has   agreed   to    the    State    policy    of
providing    additional    housing   on   Maui   in   the    affordable    price
range,   and   to   participating   in   the   funding   of   the   design   and
construction     of    the    planned    bypass    highway    extending     from
Lahaina     to     Kaanapali.    The    Company    has    entered     into     a
development      agreement      with      the      State      Department      of
Transportation     covering    the    Company's     participation     in     the
design    and    construction   of   the   bypass   highway   development.    It
is    anticipated   that,   upon   the   receipt   of   government    approvals,
the   Company   will   expend   up   to  $3.5  million   (in   the   aggregate),
of   which   $2.4   million   has   been   spent   as   of   March   31,   1997,
toward   the   design   of   the  bypass  highway   and/or   the   widening   of
the existing highway.

        In    connection   with   the   development   of   North   Beach   Mauka
and    adjacent    parcels,   the   Company   has   committed    $6.7    million
for   the   construction   of   the   bypass   highway,   subject   to   certain
conditions.    The    development    and    construction    of    the     bypass
highway   is   expected   to  be  a  long-term  project   that   will   not   be
completed until the year 2004 or later.

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

OAHU ACTIVITY

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

KAUAI ACTIVITY

       In   June   1994,   the   Company   submitted   a   Land   Use   Boundary
Amendment     Petition    with    the    State    of     Hawaii     Land     Use
Commission    ("LUC")    and    a    General    Plan    Amendment    Application
with   the   County   of   Kauai   for   the   urbanization   of   approximately
552     acres     of    land    on    Kauai    currently    in    sugar     cane
cultivation.    The   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.    In
December    1995,    the    LUC   granted   the    Company    the    land    use
amendments    sought    by    the   Company   subject    to    a    number    of
conditions.     In    May    1996,    the    Kauai    County    approved     the
Company's      application     to     rezone      the      project.       Before
construction    can    commence,    the    Company    must    satisfy    several
conditions     imposed    during    the    approval    process    and     obtain
additional     administrative    development    permits     for     requirements
such    as    grading    and    subdivision.   The   permitting    process    in
Hawaii    has    historically    been   a    very    difficult    and    arduous
process    and   there   is   no   guarantee   that   all   permits   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   is   not   involved  in  any   material   pending   legal
proceedings,    other    than    ordinary    routine    litigation    incidental
to    its   business.   The   Company   and/or   certain   of   its   affiliates
have    been    named    as    defendants   in   several    pending    lawsuits.
While    it    is    impossible    to    predict    the    outcome    of     the
litigation   that   is   now   pending   (or   threatened)   and    for    which
the    potential    liability    is    not    covered    by    insurance,    the
Company   is   of   the   opinion   that  the  ultimate   liability   from   any
of    the    litigation    will   not   materially    adversely    affect    the
Company's results of operations or its financial condition.

<TABLE>

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

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

           <C>           <C>
           4.1*          Indenture,       including
                         the      form     of     COLAS,     among     Amfac/JMB
                         Hawaii,       Inc.,      its      subsidiaries       as
                         Guarantors         and         Continental         Bank
                         National         Association,        as         Trustee
                         (dated as of March 14, 1989).

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

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

           4.4****       The      five       year
                         $66,000,000      loan     with      the      Employees'
                         Retirement     System     of     the      State      of
                         Hawaii     to     Amfac/JMB     Hawaii,     Inc.     as
                         of June 25, 1991.

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

           4.6******     $10,000,000    loan
                         agreement   between     Waikele      Golf      Club,
                         Inc. and ORIX USA Corporation.
                         $10,000,000  loan
                         agreement  between     Waikele      Golf      Club,
                         Inc. and Bank of Hawaii.


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

          4.8********    Agreement
                         for     delivery    and    sale    of     raw     sugar
                         between        Hawaii        Sugar       Transportation
                         Corporation,     as     seller,     and     C&H,     as
                         Buyer, dated June 4, 1993.

          4.9*********   Previously
                         filed     as    an    exhibit    to    the    Company's
                         Form        10-Q        report        under         the
                         Securities    Act    of    1934    (File    No.     33-
                         24180)     filed    May    13,    1996    and    hereby
                         incorporated        by       reference.        Standard
                         Sugar         Marketing        Contracts        between
                         Hawaiian              Sugar              Transportation
                         Company       and       Hawaii      Sugar       Growers
                         dated June 4, 1993.

        4.10**********   Amendment
                         to      the      $66,000,000     loan     with      the
                         Employees'      Retirement      System      of      the
                         State     of     Hawaii     to    Amfac/JMB     Hawaii,
                         Inc. as of April 18, 1996.
   
        4.11***********  Amended         and         Restated        $52,000,000
                         Promissory          Note         to          Northbrook
                         Corporation        from        Amfac/JMB        Hawaii,
                         Inc.      extended      and     reissued      effective
                         June 1, 1996.

        4.12************ Amended         and         Restated        $28,087,832
                         Promissory     Note     from     Amfac,     Inc.     to
                         Amfac/JMB      Hawaii,      Inc.      extended      and
                         reissued effective June 1, 1996.

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


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

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

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

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

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

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

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

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

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

         10.7*           Amendment     to      the
                         Campbell      Estate      Lease,      dated       April
                         16,     1970,     between    Trustees     under     the
                         Will     and     of     the     Estate     of     James
                         Campbell,      Deceased,      and      Oahu       Sugar
                         Company,          Limited         amending          and
                         restating the previous lease.

         10.8*           Bishop        Estate
                         Lease      No.     24,878,     dated      June      17,
                         1977,    by    and    between    the    Trustees     of
                         the     Estate     of     Bernice     Pauahi     Bishop
                         and Pioneer Mill Company, Limited.

        10.9*            General    Lease     S-
                         4229,      dated     February     25,     1969,      by
                         and     between    the    State    of    Hawaii,     by
                         its       Board      of      Land      and      Natural
                         Resources      and      Pioneer      Mill      Company,
                         Limited.

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

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

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

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

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

          10.16**        Amfac     Hawaii      Tax
                         Agreement,      dated      November      21,       1988
                         between      Amfac/JMB      Hawaii,      Inc.,      and
                         Amfac         Property        Development        Corp.;
                         Amfac         Property        Investment         Corp.;
                         Amfac      Sugar      and      Agribusiness,      Inc.;
                         Kaanapali        Water        Corporation;        Amfac
                         Agribusiness,        Inc.;         Kekaha         Sugar
                         Company,          Limited;          The           Lihue
                         Plantation        Company,        Limited;         Oahu
                         Sugar      Company,     Limited;      Pioneer      Mill
                         Company,          Limited;          Puna          Sugar
                         Company,     Limited;    H.     Hackfeld     &     Co.,
                         Ltd.;          and          Waiahole         Irrigation
                         Company, Limited.

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

           10.18**       Services
                         Agreement,      dated      November      18,      1988,
                         between      Amfac/JMB      Hawaii,      Inc.,      and
                         Amfac         Property        Development        Corp.;
                         Amfac         Property        Investment         Corp.;
                         Amfac      Sugar      and      Agribusiness,      Inc.;
                         Kaanapali        Water        Corporation;        Amfac
                         Agribusiness,        Inc.;         Kekaha         Sugar
                         Company,          Limited;          The           Lihue
                         Plantation        Company,        Limited;         Oahu
                         Sugar      Company,     Limited;      Pioneer      Mill
                         Company,          Limited;          Puna          Sugar
                         Company,     Limited;    H.     Hackfeld     &     Co.,
                         Ltd.;          and          Waiahole         Irrigation
                         Company,       Limited       and       JMB       Realty
                         Corporation.

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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



                           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:    May 15, 1997


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




                        Gary Smith
                        Principal Accounting Officer
                   Date:    May 15, 1997

                           SIGNATURES



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


                   AMFAC/JMB FINANCE, INC.




                   By:  Gary Smith
                        Vice President
                   Date:    May 15, 1997


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




                        Gary Smith
                        Principal Accounting Officer
                   Date:    May 15, 1997

                           SIGNATURES



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


                   AMFAC AGRIBUSINESS, INC.




                   By:  Gary Smith
                        Vice President
                   Date:    May 15, 1997


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




                        Gary Smith
                        Principal Accounting Officer
                   Date:    May 15, 1997


                           SIGNATURES



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


                   AMFAC PROPERTY DEVELOPMENT CORP.




                   By:  Gary Smith
                        Vice President
                   Date:    May 15, 1997


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




                        Gary Smith
                        Principal Accounting Officer
                   Date:    May 15, 1997


                           SIGNATURES



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


                   AMFAC PROPERTY INVESTMENT CORP.




                   By:  Gary Smith
                        Vice President
                   Date:    May 15, 1997


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




                        Gary Smith
                        Principal Accounting Officer
                   Date:    May 15, 1997



                           SIGNATURES



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


                   AMFAC SUGAR AND AGRIBUSINESS, INC.




                   By:  Gary Smith
                        Vice President
                   Date:    May 15, 1997


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




                        Gary Smith
                        Principal Accounting Officer
                   Date:    May 15, 1997



                           SIGNATURES



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


                   AMFAC VACATION MANAGERS, INC.




                   By:  Gary Smith
                        Vice President
                   Date:    May 15, 1997


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




                        Gary Smith
                        Principal Accounting Officer
                   Date:    May 15, 1997
                           SIGNATURES



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


                   KAANAPALI WATER CORPORATION




                   By:  Gary Smith
                        Vice President
                   Date:    May 15, 1997


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




                        Gary Smith
                        Principal Accounting Officer
                   Date:    May 15, 1997


                           SIGNATURES



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


                   KEKAHA SUGAR COMPANY, LIMITED




                   By:  Gary Smith
                        Vice President
                   Date:    May 15, 1997


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




                        Gary Smith
                        Principal Accounting Officer
                   Date:    May 15, 1997

                           SIGNATURES



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


                   H. HACKFELD & CO., LTD.




                   By:  Gary Smith
                        Vice President
                   Date:    May 15, 1997


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




                        Gary Smith
                        Principal Accounting Officer
                   Date:    May 15, 1997


                           SIGNATURES



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


                   THE LIHUE PLANTATION COMPANY, LIMITED




                   By:  Gary Smith
                        Vice President
                   Date:    May 15, 1997


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




                        Gary Smith
                        Principal Accounting Officer
                   Date:    May 15, 1997

                           SIGNATURES



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


                   OAHU SUGAR COMPANY, LIMITED




                   By:  Gary Smith
                        Vice President
                   Date:    May 15, 1997


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




                        Gary Smith
                        Principal Accounting Officer
                   Date:    May 15, 1997



                           SIGNATURES



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


                   PIONEER MILL COMPANY, LIMITED




                   By:  Gary Smith
                        Vice President
                   Date:    May 15, 1997


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




                        Gary Smith
                        Principal Accounting Officer
                   Date:    May 15, 1997
                           SIGNATURES



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


                   PUNA SUGAR COMPANY, LIMITED




                   By:  Gary Smith
                        Vice President
                   Date:    May 15, 1997


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




                        Gary Smith
                        Principal Accounting Officer
                   Date:    May 15, 1997



                           SIGNATURES



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


                   WAIAHOLE IRRIGATION COMPANY, LIMITED




                   By:  Gary Smith
                        Vice President
                   Date:    May 15, 1997


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




                        Gary Smith
                        Principal Accounting Officer
                   Date:    May 15, 1997
                           SIGNATURES



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


                   WAIKELE GOLF CLUB, INC.




                   By:  Gary Smith
                        Vice President
                   Date:    May 15, 1997


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




                   Gary Smith
                   Principal Accounting Officer
                   Date:    May 15, 1997