SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549


                               FORM 10-Q


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



For the quarter ended
March 31, 2001                          Commission File Number 33-24180



                           AMFAC HAWAII, LLC
         ----------------------------------------------------
        (Exact name of registrant as specified in its charter)



        Hawaii                                 36-3109397
(State of organization)             (IRS Employer Identification No.)



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



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



See Table of Additional Registrants Below.



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

As of November 10, 2000, all of Amfac Hawaii LLC's membership interest is
solely owned by Northbrook Corporation, an Illinois corporation, and not
traded on a public market.



<PAGE>


                      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 itsincorporation orIdentificationregistrant's principal
Charter         organization    Number        executive offices
--------------- --------------- ------------  -----------------------

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

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

Amfac Property  Hawaii          99-0202331    900 North Michigan Avenue
 Investment                                   Chicago, Illinois 60611
 Corp. (2)                                    312/440-4800

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

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

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

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

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

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

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

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
     (except as noted in (2)) of the registrant and are guarantors of
     the registrant's Certificate of Land Appreciation Notes due 2008
     (the "COLAs").

(2)  Effective December 28, 2000, AF Investors, LLC made a capital
     contribution to Amfac Property Investment Corp. ("APIC") in return
     for 83.33% of the shares of APIC.


<PAGE>


                           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. . .    22


PART II.  OTHER INFORMATION


Item 1.    Legal Proceedings. . . . . . . . . . . . . . . . .    31

Item 3.    Defaults Upon Senior Securities. . . . . . . . . .    35

Item 6.    Exhibits and Reports on Form 8-K . . . . . . . . .    36




<PAGE>


PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS

                           AMFAC HAWAII, LLC

                      Consolidated Balance Sheets

                 March 31, 2001 and December 31, 2000
                        (Dollars in Thousands)



                                          MARCH 31,      DECEMBER 31,
                                            2001            2000
                                        (Unaudited)        (Note 1)
                                        -----------      -----------
A S S E T S
-----------

Current assets:
  Cash and cash equivalents . . . . .       $ 10,298           9,660
  Receivables-net . . . . . . . . . .          1,917           2,648
  Inventories . . . . . . . . . . . .         29,897          47,177
  Prepaid expenses. . . . . . . . . .          1,259             120
  Escrow deposits and restricted
    funds . . . . . . . . . . . . . .          8,350           8,784
                                            --------        --------
        Total current assets. . . . .         51,721          68,389
                                            --------        --------

Property, plant and equipment:
  Land and land improvements. . . . .        152,597         153,650
  Machinery and equipment . . . . . .         44,071          44,251
  Construction in progress. . . . . .            174             469
                                            --------        --------
                                             196,842         198,370
  Less accumulated depreciation
    and amortization. . . . . . . . .         48,182          47,282
                                            --------        --------
                                             148,660         151,088
                                            --------        --------
Deferred expenses, net. . . . . . . .          5,153           5,299
Other assets. . . . . . . . . . . . .         26,999          27,511
                                            --------        --------
                                            $232,533         252,287
                                            ========        ========







<PAGE>


                           AMFAC HAWAII, LLC

                Consolidated Balance Sheets - Continued



                                          MARCH 31,      DECEMBER 31,
                                            2001            2000
                                        (Unaudited)        (Note 1)
                                        -----------      -----------
L I A B I L I T I E S
---------------------
Current liabilities:
  Accounts payable. . . . . . . . . .       $  4,388           5,823
  Accrued expenses. . . . . . . . . .          9,071          13,419
  Current portion of long-term
    debt. . . . . . . . . . . . . . .          3,159           3,286
  Current portion of deferred
    income taxes. . . . . . . . . . .            388           3,027
  Income taxes payable. . . . . . . .          2,914           --
  Amounts due to affiliates . . . . .         12,948          12,660
  Amounts due to affiliates -
    Senior Debt financing in default.        181,593         187,095
                                            --------        --------
        Total current liabilities . .        214,461         225,310
                                            --------        --------
Amounts due to affiliates -
  Senior Debt financing . . . . . . .          5,460           5,460
Accumulated postretirement
  benefit obligation. . . . . . . . .         39,509          41,433
Long-term debt. . . . . . . . . . . .         23,614          23,735
Other long-term liabilities . . . . .         13,938          15,092
Deferred income taxes . . . . . . . .            971           4,174
Certificate of Land Appreciation
  Notes . . . . . . . . . . . . . . .        139,413         139,413
                                            --------        --------
        Total liabilities . . . . . .        437,366         454,617
                                            --------        --------
Commitments and contingencies
  (notes 2, 3, 4, 6, 7 and 8)

Investment in unconsolidated entity,
  at equity . . . . . . . . . . . . .          7,711           7,628


M E M B E R ' S   E Q U I T Y   (D E F I C I T )
------------------------------------------------

Member's equity (deficit) . . . . . .       (212,544)       (209,958)
                                            --------        --------
        Total Member's equity
          (deficit) . . . . . . . . .       (212,544)       (209,958)
                                            --------        --------
                                            $232,533         252,287
                                            ========        ========












              The accompanying notes are an integral part
               of the consolidated financial statements.


<PAGE>


                           AMFAC HAWAII, LLC

                 Consolidated Statements of Operations

              Three Months Ended March 31, 2001 and 2000
                        (Dollars in Thousands)
                              (Unaudited)


                                                 2001          2000
                                               --------      --------
Revenue:
  Agriculture . . . . . . . . . . . . . . .    $  2,565         6,215
  Property. . . . . . . . . . . . . . . . .      19,239         5,059
  Golf. . . . . . . . . . . . . . . . . . .       1,247         4,660
                                               --------      --------
                                                 23,051        15,934
                                               --------      --------
Cost of sales:
  Agriculture . . . . . . . . . . . . . . .         742         6,241
  Property. . . . . . . . . . . . . . . . .      19,404         3,975
  Golf. . . . . . . . . . . . . . . . . . .         778         2,417
                                               --------      --------
                                                 20,924        12,633
Operating expenses:
  Selling, general and administrative . . .       2,123         2,296
  Depreciation and amortization . . . . . .         924         1,338
                                               --------      --------
Total costs and expenses. . . . . . . . . .      23,971        16,267

Operating income (loss) . . . . . . . . . .        (920)         (333)
                                               --------      --------

Non-operating income (expenses):
  Amortization of deferred costs. . . . . .        (176)         (211)
  Interest expense. . . . . . . . . . . . .      (6,719)       (8,006)
  Interest income . . . . . . . . . . . . .         188           100
                                               --------      --------
                                                 (6,707)       (8,117)
                                               --------      --------
    Loss before taxes . . . . . . . . . . .      (7,627)       (8,450)
                                               --------      --------

  Income tax benefit. . . . . . . . . . . .       2,928         3,250
                                               --------      --------

    Net income (loss) . . . . . . . . . . .    $ (4,699)       (5,200)
                                               ========      ========



















              The accompanying notes are an integral part
               of the consolidated financial statements.


<PAGE>


                           AMFAC HAWAII, LLC

                 Consolidated Statements of Cash Flows

              Three Months Ended March 31, 2001 and 2000
                        (Dollars in Thousands)
                              (Unaudited)

                                                 2001          2000
                                               --------      --------
Cash flows from operating activities:
  Net income (loss) . . . . . . . . . . . .    $ (4,699)       (5,200)
  Items not requiring (providing) cash:
    Depreciation and amortization . . . . .         924         1,338
    Amortization of deferred costs. . . . .         176           211
    Equity in earnings of investments . . .          83         --
    Income tax benefit. . . . . . . . . . .      (2,928)       (3,250)
    Interest on ERS debt in default . . . .       --            1,584
    Interest on advances from affiliates. .       5,036         4,487
Changes in:
  Restricted cash . . . . . . . . . . . . .         434           349
  Receivables - net . . . . . . . . . . . .         731          (213)
  Inventories . . . . . . . . . . . . . . .      18,762        (2,467)
  Prepaid expenses. . . . . . . . . . . . .      (1,139)         (239)
  Accounts payable. . . . . . . . . . . . .      (1,435)         (659)
  Accrued expenses. . . . . . . . . . . . .      (2,235)         (725)
  Amounts due to affiliates . . . . . . . .         288           227
  Other long-term liabilities . . . . . . .      (1,957)       (1,124)
                                               --------      --------
        Net cash provided by (used in)
          operating activities. . . . . . .      12,041        (5,681)
                                               --------      --------
Cash flows from investing activities:
  Property additions. . . . . . . . . . . .          (5)         (203)
  Property sales, disposals and
    retirements - net . . . . . . . . . . .          27         --
  Other assets. . . . . . . . . . . . . . .        (450)         (722)
  Other long-term liabilities . . . . . . .        (159)          561
                                               --------      --------
        Net cash provided by (used in)
          investing activities. . . . . . .        (587)         (364)
                                               --------      --------
Cash flows from financing activities:
  Deferred expenses . . . . . . . . . . . .         (30)           (5)
  Net (repayments) proceeds of
    long-term debt. . . . . . . . . . . . .        (248)          (69)
  Net amounts due to affiliates . . . . . .     (10,538)        2,536
                                               --------      --------
        Net cash provided by (used in)
          financing activities. . . . . . .     (10,816)        2,462
                                               --------      --------
        Net increase (decrease) in
          cash and cash equivalents . . . .         638        (3,583)
        Cash and cash equivalents,
          beginning of year . . . . . . . .       9,660         9,977
                                               --------      --------
        Cash and cash equivalents,
          end of period . . . . . . . . . .    $ 10,298         6,394
                                               ========      ========


<PAGE>


                           AMFAC HAWAII, LLC

           Consolidated Statements of Cash Flows - Continued



                                                 2001          2000
                                               --------      --------

Supplemental disclosure of cash flow
 information:
  Cash paid for interest (net of
    amount capitalized) . . . . . . . . . .    $  3,915         3,341
                                               ========      ========

  Schedule of non-cash investing and
   financing activities:
    Transfer of property actively held
      for sale to real estate inventories .    $  1,482         2,178
                                               ========      ========















































              The accompanying notes are an integral part
               of the consolidated financial statements.


<PAGE>


                           AMFAC HAWAII, LLC

              Notes to Consolidated Financial Statements

                        March 31, 2001 and 2000
                              (unaudited)

                        (Dollars in Thousands)


Readers of this quarterly report should refer to the Company's audited
financial statements for the fiscal year ended December 31, 2000, which are
included in the Company's 2000 Annual Report, as certain footnote
disclosures which would substantially duplicate those contained in such
audited financial statements have been omitted from this report.

      All reference to "Notes" are to Notes to the Consolidated Financial
Statements contained in this report.

(1)  BASIS OF ACCOUNTING

     Amfac Hawaii, LLC ("AHI", and collectively with the Additional
Registrants, as their respective interests may appear, the "Company") is a
Hawaii limited liability company.  AHI changed its name from Amfac/JMB
Hawaii, L.L.C. in March 2000.  AHI is wholly-owned by Northbrook
Corporation ("Northbrook").  The primary business activities of the
Company, are land development and sales and golf course management and
agriculture.  In September 2000, the Company announced its plan to shutdown
the remaining sugar operations which represented a substantial portion of
its agriculture segment.  The Company owns as of the date of this report
approximately 24,000 acres of land located on the islands of Maui and Kauai
in the State of Hawaii.  In addition to its owned lands, the Company leases
approximately 4,000 acres of land used primarily in conjunction with its
agricultural operations.  The Company's operations are subject to
significant government regulation.

     AHI will continue until at least December 31, 2027, unless earlier
dissolved.  AHI's sole member (Northbrook) is not obligated for any debt,
obligation or liability of the Company.  However, AHI and certain
additional subsidiaries are obligated to Northbrook and its affiliates for
the repayment of substantial loans and advances made to them, as described
below.

     The Company has three primary business segments.  The agriculture
segment ("Agriculture") is responsible for the Company's remaining
agricultural activities (the Company's remaining sugar plantations were
shut down at the end of 2000).  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.  The golf segment
("Golf") is responsible for the management and operation of the Company's
golf course facilities.

     Due to the unpredictable nature of the timing and amount of land sales
and the seasonal nature of the agricultural operations, the Company has
experienced, and expects to continue to experience, significant variability
in quarterly revenues and costs of sales.   The results of any interim
period are not necessarily indicative of the results that can be expected
for the entire year.

     The consolidated financial statements include the accounts of AHI and
its wholly-owned subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation.  Effective December 28,
2000, a subsidiary of Northbrook made a capital contribution in return for
83.33% of the shares of Amfac Property Investment Corp. ("APIC").
Accordingly, the Company records its investment in APIC on the equity
method of accounting as of December 31, 2000.  Investments in certain
partnerships and joint ventures, if any, over which the Company exercises


<PAGE>


                           AMFAC HAWAII, LLC

        Notes to Consolidated Financial Statements - Continued

                        (Dollars in Thousands)


significant influence are accounted for by the equity method.  To the
extent the Company engages in such activities as a general partner, the
Company is contingently liable for the obligations of its partnership and
joint venture investments.

     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 $9,393 and
$8,550 at March 31, 2001 and December 31, 2000, respectively) as cash
equivalents that are reflected at cost, which approximates market.  In
addition, restricted cash ($8,350 and $8,784 at March 31, 2001 and December
31, 2000, respectively), represents cash which was restricted primarily to
fund, among other things, certain liabilities, and debt service on long-
term debt (related to the acquisition of power generation equipment).

     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.  In addition, 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 costs of
$0 and $273 have been capitalized for the three months ended March 31, 2001
and 2000, respectively.

     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.

     Impairment losses are to be recorded on long-lived assets used in
operation when indicators of impairment are present and the undiscounted
cash flows estimated to be generated by those assets are less than the
assets' carrying amount. Land held for sale of approximately $27,281 and
$44,772 is included in inventory in the accompanying consolidated balance
sheets at March 31, 2001 and December 31, 2000, respectively, and is
carried at the lower of cost or fair value less cost to sell.

     During the third quarter of 2000, the Company recognized impairment
losses of $22,000 primarily on property, plant and equipment formerly used
in its sugar operation.  Such losses have been reflected as reduction in
carrying value of assets in sugar operations.

     During the fourth quarter of 2000, the Company reduced the carrying
value of four land parcels which it expects to dispose of within the next
year and recorded a $15,853 impairment loss to reflect the estimated market
value of those parcels.

     The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information (which assume
that the Company will continue as a going concern) and with the
instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly,
they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included.  Operating results for the three month period ended March 31,
2001 are not necessarily indicative of the results that may be expected for
the year ended December 31, 2001.


<PAGE>


                           AMFAC HAWAII, LLC

        Notes to Consolidated Financial Statements - Continued

                        (Dollars in Thousands)


     Certain amounts in the 2000 financial statements have been
reclassified to conform to the 2001 presentation.


(2)  AMOUNTS DUE TO AFFILIATES - SENIOR DEBT FINANCING

     AHI has issued certain Certificate of Land Appreciation Notes due 2008
Class A (the "Class A COLAs") and Certificate of Land Appreciation Notes
Class B (the "Class B COLAs", and, collectively with the Class A COLAs, the
"COLAs") pursuant to an Indenture dated March 14, 1989 (the "Indenture")
(see note 3).  Under the Indenture, the Company is entitled to borrow
certain amounts from affiliates and third parties that qualify as "Senior
Indebtedness" under the Indenture and are senior in priority to the
repayment of the COLAs.  Such "Senior Indebtedness" that is due and owing
to Northbrook and its affiliates from time to time is referred to in these
notes as the "Senior Debt".  Commencing in August 1989 and from time to
time thereafter, Northbrook (or its predecessor in interest, Amfac, Inc.),
and certain of its affiliates, have made Senior Debt advances to the
Company.

     Fred Harvey Transportation Company ("Fred Harvey"), an affiliate of
Northbrook, was the holder of a Senior Debt note with an initial principal
amount of $99,595, which was given by the Company in replacement for
previous Senior Debt notes.  This note was payable interest only until
maturity, had a maturity date of February 17, 2007 and accrued interest at
the prime rate plus 2%.

     AF Investors was the holder of two Senior Debt notes from the Company,
one dated May 25, 1999 in the original principal amount of $21,318, and one
dated May 31, 1999 in the original principal amount of $26,375, each amount
borrowed in connection with the redemption by the Company of Class B COLAs
on June 1, 1999.  Such Senior Debt notes were scheduled to mature on
December 31, 2008 and bore interest at a rate per annum of prime (8.0% at
March 31, 2001) plus 1%.  Interest on such Senior Debt was deferred through
December 31, 2001.

     In 2000, the Company borrowed approximately $5,576 from Northbrook for
purposes of satisfying the Mandatory Base Interest payment related to the
COLAs due in 2000.  During 2000, the Company borrowed an additional $4,300
to fund certain capitalizable property development and agriculture
disbursements.  Such Senior Debt was originally scheduled to mature on
December 31, 2000, but its maturity date was extended (in September 2000)
to not earlier than February 28, 2001.  It bears interest at a rate per
annum equal to prime (8.0% at March 31, 2001) plus 1% and is guaranteed by
the Company.

     The Company has previously agreed to provide  Northbrook and its
affiliates with security for the Senior Debt held by them.  Such security
consists of mortgages on real property owned by the Company, pledges of
stock of AHI's direct and indirect subsidiaries, and security interests on
such other unencumbered assets of the Company and its subsidiaries as
Northbrook and its affiliates holding such Senior Debt may request.  As of
the date of this report, Northbrook and its affiliates hold mortgages on
substantially all of the real property of the Company except for the
existing golf course properties.



<PAGE>


                           AMFAC HAWAII, LLC

        Notes to Consolidated Financial Statements - Continued

                        (Dollars in Thousands)


     On December 29, 2000, the $99,595 Senior Debt note (which then had an
outstanding balance of principal and interest of $135,959) was split into
two notes:  (i) a note with an outstanding balance of principal and
interest as of such date of $40,000 which was transferred to Northbrook and
subsequently Northbrook contributed $15,000 to AHI's capital leaving an
outstanding balance of principal and interest of $25,000, and (ii) a note
with an outstanding balance of principal and interest of $95,959 as of such
date which remains payable to Fred Harvey.  These notes are payable
interest only until maturity, have a maturity date of February 17, 2007,
and accrue interest at the prime rate (8.0% at March 31, 2001) plus 2%.
The $25,000 note defers interest until December 31, 2006 at which time
Northbrook has agreed to contribute it to the capital of the Company so
long as certain contingent events do not occur.  The $95,959 note defers
interest until December 31, 2002 at which time one-third of such deferred
interest is due, with the remainder of previously deferred interest payable
one-half on December 31, 2003, and one-half on December 31, 2004.
Prepayment may be required of net property sale proceeds remaining after
providing reserves for anticipated cash needs for the twelve months
following the property sales.

     Also on December 29, 2000, the Company and AF Investors modified the
$21,318 and $26,375 Senior Debt notes to, among other things, defer
interest through December 31, 2003, with one-half of such deferred interest
payable on such date and the remainder payable on December 31, 2004.
Prepayment may be required of net property sale proceeds remaining after
providing reserves for anticipated cash needs for the twelve months
following the property sales.  Additional interest may be payable on such
Senior Debt upon its maturity based upon fair market value, if any, of the
Company's equity at that time.

     On the same date, the Northbrook Senior Debt notes were amended to,
among other things, make them demand notes.  Prepayment may be required of
net property sale proceeds remaining after providing reserves for
anticipated cash needs for the twelve months following the property sales.
Such notes were paid down to zero by the Company in January 2001, but
remain available to fund further advances for such purposes at Northbrook's
election.

     In September 1998, the Company purchased Tobishima Pacific, Inc.'s
("TPI") 50% ownership interest in the 96-acre beachfront parcel (commonly
referred to as Kaanapali North Beach) for $12,000.  The Company paid $2,400
in cash and signed a note for $9,600.  The note was secured by a mortgage
on the property and was in favor of TPI and was "Senior Indebtedness" (as
defined in the Indenture).  The note was payable in five annual
installments in the principal amount of $1,920 beginning in September 1999.

The note bore interest of 8.5% and is payable quarterly.  In October 2000,
an affiliate of Northbrook purchased the note for the outstanding principal
and accrued interest aggregating approximately $5,585.  The Company was
negotiating to restructure the debt and the affiliate agreed to defer the
amounts due under the note until the restructuring was complete.  On
December 29, 2000, the note was amended to require quarterly interest
payments beginning March 31, 2001 (such interest payment made on April 10,
2001) with principal payable on demand; provided, that if no demand is
previously made, the amendment contains two scheduled principal payments of
$2,730 each in September of 2002 and 2003.  The note remains secured by
AHI's 50% undivided interest in the property still owned by the Company at
Kaanapali North Beach, with a majority of all such property also mortgaged
as security for the other Senior Debt.



<PAGE>


                           AMFAC HAWAII, LLC

        Notes to Consolidated Financial Statements - Continued

                        (Dollars in Thousands)


     In October 1999, AF Investors paid approximately $808 to assume the
lender's position in the loan to The Lihue Plantation Company, Limited
("Lihue") which was originally used to fund the acquisition of Lihue's
power generation equipment.  The loan had an outstanding balance of $808 on
the date of the loan transfer and bore interest at the rate equal to prime
plus three and one half percent.  The loan was secured by the Lihue power
generation equipment, sugar inventories and receivables, certain other
assets and real property of the Company, had limited recourse to the
Company and was Senior Debt.  This loan was satisfied in full in October
2000.

     The total amount due Northbrook and its subsidiaries for Senior Debt
financing as of March 31, 2001 was $187,053 which includes accrued and
deferred interest to affiliates on Senior Debt of approximately $44,944.
Under the terms of the Indenture, the amounts borrowed from Northbrook or
its affiliates are "Senior Indebtedness" and are thus senior in priority to
the COLAs.

     At current interest rates, approximately $58,362 of such deferred
interest relating to all Senior Debt existing prior to the modification
would have become due and payable on December 31, 2001 and is now deferred
beyond such date.  Even though the agreements by Northbrook and its
affiliates in 2000 to further defer interest under the Senior Debt, and
contribute additional Senior Debt to the capital of the Company, or make
other capital contributions (see note 6 below) may assist the Company in
the completion of potential future development activities, there can be no
assurance that the Company will either have unrestricted cash available or
have the ability to refinance such obligation at such times amounts become
payable under Senior Debt as restructured.  Failure to meet such
obligation, if called, would cause all Senior Debt owing to Northbrook,
Fred Harvey, AF Investors or other Northbrook affiliates to be immediately
due and payable.  A default on Senior Debt of such magnitude would
constitute an event of default under the Indenture.

     The Company has received a notice from each of the holders of the
Senior Debt notifying the Company that all Senior Debt is currently in
default due to the existence of other defaults or circumstances that
constitute events of default under the Senior Debt, including, without
limitation (i) the failure of the Company to make quarterly interest
payments on the loan from the ERS related to their $66,000 loan secured by
the Royal Kaanapali Golf Courses; and (ii) the entry of, and failure of the
Company to satisfy or otherwise stay, the judgment rendered against the
Company in Oahu Sugar Company, Limited v. Walter Arakaki and Steve Swift
(see Part II, Item 1, Legal Proceedings, below).  Such holders have
notified the Company that they have reserved all rights and are assessing
their options respecting the Senior Debt.  Pursuant to the restructuring
agreement entered into on December 29, 2000, between the Company and
certain other parties including the holders of the Senior Debt (see note 6
below), such holders have agreed that they shall not exercise any remedies
respecting the defaults expressed in such notices unless and until (a) the
ERS obtains a judgment against, or attempts to exercise any remedies
against, or against the asset of the Company relative to the ERS loan (and
in the case of the legal proceedings against Walter Arakaki and Steve Swift
identified above, such remedies shall be exercised only to the extent
necessary for such holders to protect their superior rights under the
Senior Debt), or (b) any other creditor of the Company obtains a judgment
against, or attempt to exercise any remedies against the assets of the
Company.  There can be no assurance that such holders will not ultimately
accelerate the Senior Debt and exercise their remedies against the Company
with respect thereto.  An acceleration of the Senior Debt would constitute
an event of default under the Indenture.


<PAGE>


                           AMFAC HAWAII, LLC

        Notes to Consolidated Financial Statements - Continued

                        (Dollars in Thousands)


(3)  CERTIFICATE OF LAND APPRECIATION NOTES

     The COLAs are unsecured debt obligations of the Company, and are
subordinated in priority to all "Senior Indebtedness" (as defined in the
Indenture) including, but not limited to, the Senior Debt. Interest on the
COLAs is payable semi-annually on February 28 and August 31 of each year.
The COLAs mature on December 31, 2008.  Reference is made to the Company's
Annual Report on Form 10-K for discussion of the issuance and redemption
history of the COLAs.  Though the Company continues to be current with
respect to its obligation to pay Mandatory Base Interest (as defined in the
Indenture) on the COLAS, the Company has not generated a sufficient level
of Net Cash Flow to incur or pay Contingent Base Interest (as defined in
the Indenture) on the COLAs commencing in 1990.  Approximately $93,948 of
cumulative deferred Contingent Base Interest (i.e. not due and payable in
the absence of events which have not occurred) related to the period from
August 31, 1989 (Final Issuance Date) through March 31, 2001 has not been
accrued in the accompanying consolidated financial statements as the
Company believes that it is not probable at this time that a sufficient
level of Net Cash Flow (as defined in the Indenture) will be generated in
the future or that there will be sufficient Maturity Market Value (as
defined in the Indenture) as of December 31, 2008 (the COLA maturity date)
to pay any unaccrued and deferred Contingent Base Interest.  The following
table is a summary of Mandatory Base Interest and Contingent Base Interest
for the three months ended March 31, 2001 and the year ended December 31,
2000:
                                         Three Months     The Year
                                             Ended         Ended
                                           March 31,     December 31,
                                             2001          2000
                                         ------------    ------------
Mandatory Base Interest paid. . . . . . .   $ 2,788          5,576
Contingent Base Interest due and paid . .      --              --
Cumulative deferred Contingent Base
  Interest. . . . . . . . . . . . . . . .   $93,948         91,857

Net Cash Flow was $0 for 2000 and is expected to be $0 for 2001.

     As of March 31, 2001, the Company had approximately 155,271 Class A
COLAs and approximately 123,554 Class B COLAs outstanding, with a principal
balance of approximately $77,635 and $61,778, respectively.

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

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


<PAGE>


                           AMFAC HAWAII, LLC

        Notes to Consolidated Financial Statements - Continued

                        (Dollars in Thousands)


     The Company has decided to forego contracting for independent
appraisals to determine the appraised value of substantially all of its
assets as of December 31, 2000.  Not obtaining appraisals, with the
resultant inability to provide an Officers' Certificate determining the
Value Maintenance Ratio, could become an event of default, as defined by
the Indenture, should the holders of a majority of COLA principal notify
the Trustee that such holders consider such non-compliance with the
Indenture to be an event of default or should the Trustee declare such an
event of default.  Should an event of default result, and if left uncured
for a period of thirty days, the COLAs would become immediately due and
payable.  Such event would likely cause many of the Company's other
obligations to go into default.  Among other things, if the COLAs become
immediately due and payable, all Senior Debt of Northbrook and its
affiliates would become immediately due and payable.


(4)  LONG-TERM DEBT

     In December 1996, Amfac Property Development Corp. ("APDC"), a wholly-
owned subsidiary of the Company, obtained a $10,000 loan facility from City
Bank.  The loan is secured by a mortgage on property under development at
the former Oahu Sugar mill-site (the sugar plantation was closed in 1995),
and is "Senior Indebtedness" (as defined in the Indenture). The loan bore
interest at the bank's base rate plus .5% and originally was scheduled to
mature on December 1, 1998.  In November 1998, APDC sold certain mill-site
property which served as collateral for the $10,000 City Bank loan for an
approximate sales price of $7,690 in cash plus 2% of the gross sales price
of subsequent parcel sales of all or any portion of the property by the
purchaser.  The bank required $6,000 of the sales proceeds as a principal
reduction on the loan in order to release the collateral.  APDC received a
one-year extension on the $4,000 remaining balance of the loan which is
secured by another parcel at the mill-site.  The extended loan bore
interest at the bank's base rate plus 1.25% and was scheduled to mature on
December 1, 1999.  APDC reached an agreement with the bank for an
additional one year extension on $3,000 of the $4,000 loan.  APDC made a
$1,000 loan payment on December 2, 1999.  The new extended loan bore
interest at the bank's base rate plus 1.25% and matured on December 1,
2000.  In January 2001, APDC reached an agreement with the Bank for an
extension until December 1, 2001 with a principal payment of $150 upon
execution of the agreement.  The newly extended loan bears interest at the
bank's base rate of 8.0% at March 31, 2001 plus 2%.  Upon maturity of the
loan, it is not expected that APDC will have the funds necessary to pay the
remaining balance of the loan without sale of the remaining mill site land.

If such loan cannot be further extended, it would likely result in APDC no
longer having an ownership interest in the property.

     In February 1997, Waikele Golf Club, Inc. ("WGCI"), a wholly-owned
subsidiary of the Company that owns and operates the Waikele Golf Course,
entered into a loan agreement with the Bank of Hawaii that refinanced an
earlier loan facility.  The initial principal amount of the loan was
$25,000, with a maturity date of February 2007, an interest rate of LIBOR
(6.35% at March 31, 2001) plus 2% until the fifth anniversary and LIBOR
plus 2.25% thereafter and with principal to be repaid based on a 30-year
amortization schedule.  The loan is secured by WGCI's assets (the golf
course and related improvements and equipment), is guaranteed by AHI, and
is "Senior Indebtedness" (as defined in the Indenture).  As of March 31,
2001, the outstanding balance was $23,923, with scheduled annual principal
maturities of $309 in 2001 through 2006 and the balance of $22,148 in 2007.



<PAGE>


                           AMFAC HAWAII, LLC

        Notes to Consolidated Financial Statements - Continued

                        (Dollars in Thousands)


(5)  SEGMENT INFORMATION

     Agriculture, Property and Golf comprise separate industry segments of
the Company.  Operating Income (Loss)-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, 2001 and 2000 are set
forth below by each industry segment:
                                          March 31,   December 31,
                                            2001          2000
                                          ---------   ------------
Total Assets:
  Agriculture . . . . . . . . . . . . . .  $ 88,485         90,147
  Property. . . . . . . . . . . . . . . .    90,698        102,408
  Golf. . . . . . . . . . . . . . . . . .    29,784         29,969
  Other . . . . . . . . . . . . . . . . .    23,566         29,763
                                           --------       --------
                                           $232,533        252,287
                                           ========       ========

                                             Three Months Ended
                                                  March 31,
                                          ------------------------
                                             2001           2000
                                           --------       --------
Capital Expenditures:
  Agriculture . . . . . . . . . . . . . .  $      5            167
  Property. . . . . . . . . . . . . . . .     --                 4
  Golf. . . . . . . . . . . . . . . . . .     --                32
                                           --------       --------
                                           $      5            203
                                           ========       ========
Operating income (loss):
  Agriculture . . . . . . . . . . . . . .  $    986         (1,071)
  Property. . . . . . . . . . . . . . . .    (1,431)          (595)
  Golf. . . . . . . . . . . . . . . . . .        93          1,743
  Other . . . . . . . . . . . . . . . . .      (568)          (410)
                                           --------       --------
                                           $   (920)          (333)
                                           ========       ========
Depreciation and amortization:
  Agriculture . . . . . . . . . . . . . .  $    686            894
  Property. . . . . . . . . . . . . . . .        22            102
  Golf. . . . . . . . . . . . . . . . . .       216            340
  Other . . . . . . . . . . . . . . . . .     --                 2
                                           --------       --------
                                           $    924          1,338
                                           ========       ========




<PAGE>


                           AMFAC HAWAII, LLC

        Notes to Consolidated Financial Statements - Continued

                        (Dollars in Thousands)


(6)  TRANSACTIONS WITH AFFILIATES

     The Company does not believe that a sufficient level of Net Cash Flow
will be generated in the future to pay the Qualified Allowance (as defined
in the Indenture) that could, under certain circumstances, become payable
to JMB Realty Corporation ("JMB"), an affiliate of the Company, under the
Indenture.  Accordingly, the Company has not accrued for any Qualified
Allowance in the accompanying consolidated financial statements. For the
years 1999, 2000 and 2001, JMB has agreed that the Qualified Allowance
shall in no event exceed $5,000 in any year.  As the Fair Market Value was
not determined as of December 31, 2000, no Qualified Allowance is
considered to result for 2000 unless and until such amount may be
determined in the future.  The cumulative deficiency of Qualified Allowance
is $79,102 as of December 31, 2000.  Net Cash Flow was $0 for 2000 and is
expected to be $0 for 2001.

     The Company and its 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 the joint ventures' operations. The total of such costs
for the three months ended March 31, 2001 and 2000 was approximately $264
and $132, respectively, of which $1,029 was unpaid as of March 31, 2001.
In addition, as of March 31, 2001, the current portion of amounts due to
affiliates includes $9,106 and $2,009 of income tax payable related to the
Class A COLA Redemption Offer and Class B COLA Redemption Offer,
respectively (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,
2001.

     JMB Insurance Agency, Inc., an affiliate of JMB, 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, 2001 and 2000 was
approximately $118 and $250, respectively, all of which was paid as of
March 31, 2001.

     Northbrook and its affiliates allocated certain charges for services
to the Company based upon the estimated level of services for the three
months ended March 31, 2001 and 2000 of approximately $39 and $174,
respectively, of which $785 was unpaid as of March 31, 2001.  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.



<PAGE>


                           AMFAC HAWAII, LLC

        Notes to Consolidated Financial Statements - Continued

                        (Dollars in Thousands)


     Under a December 29, 2000, Restructuring Agreement, the Company and
certain of its subsidiaries agreed to terminate their prior tax agreement
so that the Company and its subsidiaries would be responsible for paying
their own income taxes on taxable income generated in 2001 and thereafter.
Such amount for the three months ended March 31, 2001 is reflected as
income taxes payable in the accompanying consolidated financial statements.

The Company and subsidiaries also agreed to make prepayments of certain
amounts on the Senior Debt notes of net property sale proceeds remaining
after providing reserves for anticipated cash needs for the 12 months
following the property sales.  The Company and subsidiaries further agreed
to provide additional security for the Senior Debt.  In exchange, the
Senior Debt holders agreed to release their liens on Company and subsidiary
properties to effectuate sales of properties, provided that there is no
default on the Senior Debt and provided that the sale realizes fair value.
The Senior Debt holders further agreed to modify for the Company's and the
subsidiaries' benefit the repayment provisions on some of the Senior Debt
(see note 2 above).  The Senior Debt holders also agreed to contribute to
the Company's capital Senior Debt in the amount of $15,000 in 2000 and
agreed to contribute an additional $25,000 of Senior Debt on December 31,
2006, if the new tax agreement remains in effect at that time.  Finally,
the Senior Debt holders agreed to contribute certain other amounts to the
Company to fund a significant portion of the costs associated with the
shutdown of the Lihue and Kekaha sugar operations, as described below.

    Pursuant to the terms of the Restructuring Agreement, Northbrook agreed
that it would cause the Northbrook sponsored pension plan to distribute
amounts to fund certain of the Company's costs related to employee
termination that resulted from the shutdown of the remaining sugar
plantations on Kauai.  Approximately $5,454 of such costs were paid in 2000
and contributed to capital by Northbrook.  An additional $4,200 of
anticipated costs were reflected as a liability in the accompanying
December 31, 2000 financial statements and will be contributed to capital
when the amounts are paid.  In the first quarter of 2001, $2,100 of such
costs were paid and contributed to capital.  The remaining $2,100 is
reflected as a liability in the accompanying March 31, 2001 financial
statements.  The Restructuring Agreement also required the Company to put
aside $8,000 as restricted cash for the purpose, among other things, of
meeting certain liabilities.

     Reference is made to Note 2 - Amounts Due to Affiliates - Senior Debt
Financing.


(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.



<PAGE>


                           AMFAC HAWAII, LLC

        Notes to Consolidated Financial Statements - Continued

                        (Dollars in Thousands)


     The Company currently amortizes unrecognized gains over the shorter of
ten years or the average life expectancy of the inactive participants since
almost all of the Plans' participants are inactive.  The portion of the
unrecognized net actuarial gain represented by the decrease in the
Maintenance of Effort obligation is being amortized over four years,
commencing in 2001.  In 2000, principally due to shutdown of the Kauai
sugar operations, a decrease in the expected future benefit obligation
resulted.  The curtailment resulted in a gain for financial reporting
purposes which was recognized in the fourth quarter of 2000.  $6,081 was
reflected as a decrease in the Maintenance of Effort obligation for the
year ended December 31, 2000.  Such amount recognizes that the requirement
to maintain an average level of certain retiree health care benefits
expires in 2004.  Such obligations are pursuant to collectively bargained
contractual obligations of Lihue Plantation Company, Limited, Pioneer Mill
Company, Limited and Oahu Sugar Company, Limited.  In addition, due to the
significant total amount of unrecognized gain at March 31, 2001, which is
included in the financial statements as a liability, and the
disproportionate relationship between the unrecognized gain and accumulated
postretirement benefit obligation at March 31, 2001, the Company may, in
the future, change its amortization policy to accelerate the recognition of
the unrecognized gain. In considering such change, the Company would need
to determine whether significant changes in the accumulated postretirement
benefit obligation and unrecognized gain may occur in the future as a
result of changes in actuarial assumptions, experience and other factors.
Any future change to accelerate the amortization of the unrecognized gain
would have no effect on the Company's cash flows, but could have a
significant effect on its statement of operations.


(8)  COMMITMENTS AND CONTINGENCIES

     The Company continues to face a severe liquidity shortage.  The
Company sold a parcel on Maui near Lahaina in the first quarter of 2001 and
a parcel in Hanamaulu, Kauai also in the first quarter of 2001, which
provided funds to the Company to help meet its short term liquidity needs.
However, the Company believes that, in the absence of additional land and
business sales or financing from third parties (which has generally not
been obtainable), additional Senior Debt borrowings from Northbrook or its
affiliates will be necessary to meet its COLA related obligations and its
short-term and long-term liquidity needs.  Northbrook and its affiliates
have made such borrowings available to the Company in the past (but are
under no obligation to do so in the future).  In addition, there is no
assurance that Northbrook or its affiliates will have the financial
capability or willingness to make such funds available to the Company in
the future.  To the extent land sales do occur, any funds received in
excess of the Company's short-term needs are used to pay down Senior Debt
in accordance with the debt restructure completed in December 2000 (see
note 6).



<PAGE>


                           AMFAC HAWAII, LLC

        Notes to Consolidated Financial Statements - Continued

                        (Dollars in Thousands)


     During the third quarter of 2000, management announced the shutdown of
its remaining sugar plantations on Kauai.  The decision was made as a
result of significant losses incurred during 2000, and the expectation that
such losses would continue for the foreseeable future.  The losses resulted
from a significant drop in the domestic price of raw sugar and lower sugar
yields.  The Company completed its final harvest of sugar cane in November
2000.  As a consequence of the shutdown, the Company incurred significant
employee and other closing costs in 2000.  The Company estimated the
pricing for the possible sale of the field and mill equipment, negotiated
the majority of the employee termination costs and substantially completed
the negotiations with the local utility company (and expects no significant
future operating losses related to the power sale agreement).

     The Company faces large contingent cash expenditures of (i) the cost
of the litigation and environmental matters described in Part II. "Legal
Proceedings" and (ii) the cost of environmental clean up relating to the
land and mill sites associated with Oahu, Kekaha, Lihue and Pioneer Mill
plantations and buildings which could be significant but are presently not
determinable.  It is difficult to predict the ultimate outcome of these
various contingencies, any of which could have a material adverse effect on
the financial condition of the Company.

     As reflected in the Company's March 31, 2001, balance sheet,
approximately $181,593 of Senior Debt owed to affiliates of the Company is
categorized as a current liability.  The classification as a current
liability results from defaults that occurred under such Senior Debt due to
actions taken by ERS to realize upon indebtedness owed to it by APIC, and
due to the adverse verdict in the Oahu Sugar V. Arakaki and Swift lawsuit
described under Part II. "Legal Proceedings". Under the Restructuring
Agreement, effective as of December 29, 2000, among the Company, certain of
the Company's subsidiaries and certain holders of Senior Debt affiliated
with Northbrook, the parties have agreed that the defaults described above
shall continue but that the Senior Debt holders will not exercise their
remedies against the Company and its subsidiaries based upon those defaults
until either ERS obtains a judgment against or attempts to exercise
remedies against APIC or its assets or unless necessary to protect their
superior rights under the Senior Debt against the plaintiffs in the
Swift/Arakaki lawsuit.  There can be no assurance that the Senior Debt
holders will not accelerate the Senior Debt, either because of actions by
ERS or the opponents in the Swift/Arakaki lawsuit or because of additional
defaults arising under the Senior Debt.

     During the year ended December 31, 2000, the Company borrowed
approximately $5,576 from Northbrook for the Mandatory Base Interest
payments related to the COLAs due in 2000.  During the year ended
December 31, 2000, the Company borrowed an additional $4,300 from
Northbrook to fund capitalizable property development and agriculture
disbursements.  The borrowings were repaid with interest in January 2001.
To the extent that Northbrook or its affiliates made such borrowings
available to the Company during 2000, any such borrowings were required to
be (i) to be "Senior Indebtedness" (as defined in the Indenture), (ii) to
accrue interest at the rate of prime plus 1%, and (iii) to have principal
and interest fully repayable by February 28, 2001 (see note 2 for a
description of the amendments to such notes).  Moreover, as a condition to
the additional Senior Debt loans made by Northbrook and its affiliates
commencing in 1999, the Company has agreed to make all of the remaining
unencumbered real and personal property assets of the Company security for


<PAGE>


                           AMFAC HAWAII, LLC

        Notes to Consolidated Financial Statements - Continued

                        (Dollars in Thousands)


all of the Senior Debt held by Northbrook and its affiliates.  All such
Senior Debt, which as of March 31, 2001 had an outstanding balance of
principal and accrued interest of approximately $187,053 is senior in
priority to the COLA's and is guaranteed by each of AHI and its
subsidiaries (except Waikele Golf Club, Inc. due to provisions of the third
party debt of that entity).

     The Company's Property segment had contractual commitments (related to
project costs) of approximately $2,345 as of March 31, 2001.  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, 2001, certain portions of the Company's land not
currently under development are mortgaged as security for approximately
$549 of performance bonds related to property development.


(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.

     Northbrook's tax returns for the periods 1995-1997 are currently being
examined.  The statutes of limitations with respect to Northbrook's tax
returns for the years 1995 through 1999 remain open.  The Company is a
subsidiary of Northbrook and accordingly is subject to tax liability
exposure due to the several nature of the liability for the payment of
taxes for entities filing consolidated tax returns.

     For taxable years commencing in 2001, the Company will be responsible
for paying their own income taxes on taxable income generated in 2001 and
thereafter.





<PAGE>


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

LIQUIDITY AND CAPITAL RESOURCES

General

     In addition to historical information, this Quarterly Report contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act 1995.  These statements are based on management's
current expectations about its businesses and the markets in which the
Company operates.  Such forward-looking statements are not guarantees of
future performance and involve known and unknown risks, uncertainties or
other factors which may cause actual results, performance or achievements
of the Company to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements.  Actual operating results may be affected by various factors
including, without limitation, changes in national and Hawaiian economic
conditions, competitive market conditions, uncertainties and costs related
to and the imposition of conditions on receipt of governmental approvals
and costs of material and labor, all of which may cause such actual results
to differ materially from what is expressed or forecast in this report.

     During the third quarter of 2000, management announced the shutdown of
its remaining sugar plantations on Kauai.  The decision was made as a
result of significant losses incurred during 2000, and the expectation that
such losses would continue for the foreseeable future.  The losses resulted
from a significant drop in the domestic price of raw sugar and lower sugar
yields.  The Company completed its final harvest of sugar cane in November
2000.  As a consequence of the shutdown, the Company incurred significant
employee and other closing costs in 2000.  The Company estimated the
pricing for the possible sale of the field and mill equipment, negotiated
the majority of the employee termination costs and substantially completed
the negotiations with the local utility company (and expects no significant
future operating losses related to the power sale agreement).

     The Company faces large contingent cash expenditures for (i) the cost
of the litigation and environmental matters described in Part II. Item 1.
"Legal Proceedings" and (ii) the cost of environmental clean up relating to
the land and mill sites associated with Oahu, Kekaha, Lihue and Pioneer
Mill plantations and buildings which could be significant but are presently
not determinable.  It is difficult to predict the ultimate outcome of these
various contingencies, any of which could have a material adverse effect on
the financial condition of the Company.

     As reflected in the Company's March 31, 2001, balance sheet,
approximately $182 million of Senior Debt owed to affiliates of the Company
is categorized as a current liability.  The classification as a current
liability results from defaults that occurred under such Senior Debt due to
actions taken by ERS to realize upon indebtedness owed to it by APIC, and
due to the adverse verdict in the Oahu Sugar V. Arakaki and Swift lawsuit
described under Part II. Item 1. "Legal Proceedings". Under the
Restructuring Agreement, effective as of December 29, 2000, among the
Company, certain of the Company's subsidiaries and certain holders of
Senior Debt affiliated with Northbrook, the parties have agreed that the
defaults described above shall continue but that the Senior Debt holders
will not exercise their remedies against the Company and its subsidiaries
based upon those defaults until either ERS obtains a judgment against or
attempts to exercise remedies against APIC or its assets or unless
necessary to protect their superior rights under the Senior Debt against
the plaintiffs in the Swift/Arakaki lawsuit.  There can be no assurance
that the Senior Debt holders will not accelerate the Senior Debt, either
because of actions by ERS or the opponents in the Swift/Arakaki lawsuit or
because of additional defaults arising under the Senior Debt.



<PAGE>


     The Company continues to face a severe liquidity shortage.  The
Company sold a parcel on Maui near Lahaina in the first quarter of 2001,
and a parcel in Hanamaulu, Kauai, also in the first quarter of 2001, which
provided funds to the Company to help meet its short-term liquidity needs.
However, the Company believes that in the absence of additional land and
business sales or financing from third parties (which has generally not
been obtainable), additional Senior Debt borrowings from Northbrook or its
affiliates will be necessary to meet its short-term and long-term liquidity
needs. Northbrook and its affiliates have made such borrowings available to
the Company in the past (but are under no obligation to do so in the
future).  In addition, there is no assurance that Northbrook or its
affiliates will have the financial capability or willingness to made such
funds available to the Company in the future.  To the extent land sales do
occur, any funds received in excess of the Company's short-term needs are
used to pay down Senior Debt in accordance with the debt restructure
completed in December 2000 (see note 6).

     During the year ended December 31, 2000, the Company borrowed
approximately $5.6 million from Northbrook for the Mandatory Base Interest
payments related to the COLAs due in 2000.  During the year ended
December 31, 2000, the Company borrowed an additional $4.3 million from
Northbrook to fund capitalizable property development and agriculture
disbursements.  The borrowings were repaid with interest in January 2001.
To the extent that Northbrook or its affiliates made such borrowings
available to the Company during 2000, any such borrowings were required to
be (i) to be "Senior Indebtedness" (as defined in the Indenture), (ii) to
accrue interest at the rate of prime plus 1%, and (iii) to have principal
and interest fully repayable by February 28, 2001 (see Note 2 for a
description of the amendments to such notes).  Moreover, as a condition to
the additional Senior Debt loans made by Northbrook and its affiliates
commencing in 1999, the Company has agreed to make all of the remaining
unencumbered real and personal property assets of the Company security for
all of the Senior Debt held by Northbrook and its affiliates.  All such
Senior Debt, which as of March 31, 2001 had an outstanding balance of
principal and accrued interest of approximately $187.1 million, is senior
in priority to the COLA's and is guaranteed by each of the Registrants
except Waikele Golf Club, Inc.  Prepayment may be required of net property
sale proceeds remaining after providing reserves for anticipated cash needs
for the twelve months following the property sales.  Additional interest
may be payable on such Senior Debt upon its maturity based upon fair market
value, if any, of the Company's equity at that time.

     In recent years, the Company has funded its significant cash
requirements primarily through Senior Debt borrowings from Northbrook and
its affiliates and from revenues generated by the development and sale of
its properties. Significant short-term cash requirements relate to the
funding of agricultural deficits including shut down costs related to the
Lihue and Kekaha sugar plantations, interest expenses and overhead
expenses.  At March 31, 2001, the Company had unrestricted cash and cash
equivalents of approximately $10.3 million.  The Company intends to use its
cash reserves to meet its short-term liquidity requirements including its
anticipated expenditures for project costs, with any excess cash reserves
to be used to pay down Senior Debt.  However, there can be no assurance
that new financings can be obtained or property sales completed if the
current cash reserves fall short of the Company's short-term liquidity
needs.

     The Company's land holdings on Maui and Kauai are its primary sources
of future land sale revenues.  However, due to current market conditions,
the difficulty in obtaining land use approvals and the high development
costs of required infrastructure, the Company does not believe that it will
be able to generate significant amounts of cash in the short-term from the
development of these lands. As a result, the Company is also marketing
certain unentitled agricultural and conservation parcels to generate cash.



<PAGE>


     The Company has listed for sale the bulk of its remaining land
holdings on Kauai, which aggregate approximately 18,000 acres.  Management
is exploring the possible sale of other parcels on Maui and Oahu with
prospects that the Company has identified.  From time to time certain of
the Company's lands are under contract for sale.  However, the contracts
typically have due diligence investigation periods which allow the
prospective purchasers to terminate the agreements.  There can be no
assurance that any signed contracts for sale will in fact close under the
original terms and conditions or any other terms or that the Company will
be successful in selling the land at an acceptable price.

     During the first three months of 2001, the Company generated
approximately $18.7 million from the sale of approximately 460 acres on
Kauai for $3.5 million, 5,540 acres on Maui for $14.5 million and certain
other parcels which aggregate $.7 million.

     During 2000, the Company generated $31.9 million from the sale of
approximately 1,700 acres on Maui and Kauai.  These sales include $19.5
million from the sale of Lot 1 at North Beach Makai (December 2000), $7.0
million from the sales of Parcel 16 and Parcel 19/20 at Kaanapali Golf
Estates, $3.9 million from the sale of 1,600 acres of agriculture zoned
land on Maui and $1.5 million from various other land sales.

     The Company continues to implement certain cost savings measures and
to defer certain development costs and capital expenditures for longer-term
projects. The Company's Property segment expended approximately $3.7
million in project costs during 2000 and anticipates expending (subject to
cash availability) approximately $9.0 million in project costs during 2001.

As of March 31, 2001, contractual commitments related to project costs
totaled approximately $2.3 million.  However, the Company also has made a
number of commitments to fund certain infrastructure costs relating to the
future construction of a new Lahaina/Kaanapali bypass highway on Maui, that
could require additional significant expenditures in the longer term should
such highway be built (see discussion of Maui Infrastructure Costs below).

     Amfac Property Development Corp. ("APDC"), a wholly-owned subsidiary
of the Company, obtained a $10 million loan facility from City Bank,
secured by a mortgage on property under development at the Oahu Sugar mill-
site, and is "Senior Indebtedness" (as defined in the Indenture).  The loan
as extended has been paid down to a balance of $3 million, bore interest at
the bank's base rate plus 1.25% and matured on December 1, 2000.  In
January 2001, APDC reached an agreement with the Bank for an extension
until December 1, 2001 with a principal payment of $.150 million upon
execution of the agreement.  The newly extended loan bears interest at the
bank's base rate (8.0% at March 31, 2001) plus 2%.  Upon maturity of the
loan, it is not expected that APDC will have the funds necessary to pay the
remaining balance of the loan without sale of the remaining millsite land.
If such loan cannot be further extended, it would likely result in APDC no
longer having an ownership interest in the property.

     In September 1998, the Company purchased Tobishima Pacific, Inc.'s
("TPI") 50% ownership interest in the 96-acre beachfront parcel (commonly
referred to as Kaanapali North Beach) for $12.0 million.  The Company paid
$2.4 million in cash and signed a note for $9.6 million.  The note was
secured by a mortgage on the property and was in favor of TPI and is
"Senior Indebtedness" (as defined in the Indenture).  The note was payable
in five annual installments in the principal amount of $1.9 million
beginning in September 1999.  The note bore interest of 8.5% and is payable
quarterly.  In October 2000, an affiliate of Northbrook purchased the note
for the outstanding principal and accrued interest aggregating
approximately $5.6 million.  The Company was negotiating to restructure the
debt and the affiliate agreed to defer the amounts due under the note until
the restructuring was complete.  On December 29, 2000, the note was amended


<PAGE>


to require quarterly interest payments beginning March 31, 2001 (such
interest payment made on April 10, 2001) and two scheduled principal
payments of $2.7 million each in September of 2002 and 2003 (see Note 2 for
further description of such amendment).  The note remains secured by AHI's
50% undivided interest in the property still owned by the Company at
Kaanapali North Beach, with a majority of all such property also mortgaged
as security for other Senior Debt.

     Under a December 29, 2000, Restructuring Agreement, the Company and
certain of its subsidiaries agreed to terminate their prior tax agreement
so that the Company and its subsidiaries would be responsible for paying
their own income taxes on taxable income generated in 2001 and thereafter.
The Company and subsidiaries also agreed to make prepayments of certain
amounts on the Senior Debt notes of net property sale proceeds remaining
after providing reserves for anticipated cash needs for the 12 months
following the property sales.  The Company and subsidiaries further agreed
to provide additional security for the Senior Debt.  In exchange, the
Senior Debt holders agreed to release their liens on Company and subsidiary
properties to effectuate sales of properties, provided that there is no
default on the Senior Debt and provided that the sale realizes fair value.
The Senior Debt holders further agreed to modify for the Company's and the
subsidiaries' benefit the repayment provisions on some of the Senior Debt.
(See Note 2 for a further description of the Senior Debt.)  The Senior
Debtholders also agreed to contribute to the Company's capital Senior Debt
in the amount of $15 million immediately and agreed to contribute an
additional $25 million of Senior Debt on December 31, 2006, if the new tax
agreement remains in effect at that time.  Finally, the Senior Debt holders
agreed to contribute certain other amounts to the Company to fund a
significant portion of the costs associated with the shutdown of the Lihue
and Kekaha sugar operations, as described below.

    Pursuant to the terms of the Restructuring Agreement, Northbrook agreed
that it would cause the Northbrook sponsored pension plan to distribute
amounts to fund certain of the Company's costs related to employee
termination that resulted from the shutdown of the remaining sugar
plantations on Kauai.  Approximately $5.5 million of such costs were paid
in 2000 and contributed to capital by Northbrook.  An additional $4.2
million of anticipated costs has been reflected as a liability in the
accompanying December 31, 2000 financial statements and will be contributed
to capital when the amounts are paid.  As of March 31, 2001, an additional
$2.1 million of such employee termination costs were paid and therefore
contributed to capital at such time.  The remaining $2.1 million is
reflected as a liability in the accompanying March 31, 2001 financial
statements.  The Restructuring Agreement also required the Company to put
aside $8 million as restricted cash for the purpose, among other things, of
meeting certain liabilities.

     Lihue Plantation on Kauai suffered a breakdown of its power-generating
turbine in February 2000.  The turbine repair costs were covered by
insurance (net of a $.5 million policy deductible) and the Company believed
that the lost profits were also covered by insurance.  Lihue Plantation has
completed the repair of the turbine and has incurred expenditures of
approximately $2.1 million in connection with the turbine repair and
certain other related expenditures.  As of March 31, 2001, Lihue Plantation
has received $2.2 million in advances against the claim from the insurance
carriers which includes reimbursement for repairs and business interruption
claims, net of the deductible.

     During the first three months of 2001, cash increased by $.6 million
from December 31, 2000.  Net cash provided by operating activities of $12
million was offset in part by cash used in investing activities of $.6
million and cash used in financing activities of $10.8 million.



<PAGE>


     During the first three months of 2001, net cash flow provided by
operating activities was $12 million, as compared to net cash used in
operating activities of $5.7 million during the first three months of 2000.

The $17.7 million increase in cash provided by operating activities is due
primarily to the decrease in inventories of $18.8 million during the first
three months of 2001 compared to an increase of $2.5 million during the
first three months of 2000.  The decrease in inventories during the first
three months of 2001 is due primarily to real estate sales (as described in
Results of Operations below) compared to an increase in inventories during
the first three months of 2000 primarily related to agriculture operations
at the Kauai sugar plantations which ceased sugar operations in November
2000.

     During the first three months of 2001, net cash flow used in investing
activities was $.6 million compared to $.4 million used during the first
three months of 2000.

     During the first three months of 2001, net cash flow used in financing
activities was $10.8 million compared to $2.5 million provided by financing
activities during the first three months of 2000.  The $13.3 million
increase in cash used in financing activities is due primarily to the $10.6
million paydown of principal and interest related to certain Amounts Due to
Affiliates -- Senior Debt during the first three months of 2001 compared to
borrowings of $2.5 million from affiliates.

     Reference is made to Note 2 - Amounts Due to Affiliates - Senior Debt
Financing.  The total amount due Northbrook and its subsidiaries for Senior
Debt financing as of March 31, 2001 was $187.1 million, which includes
accrued and deferred interest to affiliates on senior debt of approximately
$44.9 million.  Under the terms of the Indenture, the amounts borrowed from
Northbrook or its affiliates are "Senior Indebtedness" to the COLAs.

     The Company has received a notice from each of the holders of the
Senior Debt notifying the Company that all Senior Debt is currently in
default due to the existence of other defaults or circumstances that
constitute events of default under the Senior Debt, including, without
limitation (i) the failure of the Company to make quarterly interest
payments on the loan from the ERS related to their $66 million loan secured
by the Royal Kaanapali Golf Courses; and (ii) the entry of, and failure of
the Company to satisfy or otherwise stay, the judgment rendered against the
Company in Oahu Sugar Company, Limited v. Walter Arakaki and Steve Swift
(see Part II, Item 1, Legal Proceedings, below).  Such holders have
notified the Company that they have reserved all rights and are assessing
their options respecting the Senior Debt.  There can be no assurance that
such holders will not accelerate the Senior Debt and exercise their
remedies against the Company with respect thereto.

RESULTS OF OPERATIONS

AGRICULTURE SEGMENT:

     The Company's Agriculture segment remains responsible for activities
related primarily to the cultivation, processing and sale of coffee and
other diversified agricultural products.  Agriculture's revenues had been
primarily derived from the Company's sale of its raw sugar.  Reference is
made to the "Liquidity and Capital Resources" section of "Management's
Discussion and Analysis  of Financial Condition and Results of Operations"
for a discussion of the shutdown of the Company's sugar cane operations.

     Agriculture revenues and cost of sales decreased for the three months
ended March 31, 2001 as compared to the three months ended March 31, 2000
due to the shutdown of the Company's remaining sugar operations on Kauai
which completed its final harvest in November 2000.



<PAGE>


     During the first three months of 2001 and 2000, agriculture revenues
were $2.6 million and $6.2 million, respectively.  Revenues for the first
three months of 2000 included the sale of approximately 14,300 tons of
sugar at an average price of $346 per ton.  No further sales of sugar by
the Company are anticipated for periods after December 31, 2000.

     The improvement in operating income of $1.0 million for the three
months ended March 31, 2001 compared to the operating loss of $1.1 million
for the three months ended March 31, 2000 is due primarily to the decrease
in the amortization period of the unrecognized net actuarial gain related
to the decrease in the Maintenance of Effort Obligation as more fully
described in Note 7 of the Financial Statements.

GOLF SEGMENT:

     The Company's golf segment is responsible for the management and
operation of the two golf courses known as the Royal Kaanapali Golf Courses
in Kaanapali, Maui and the Waikele Golf Club on Oahu.  As of December 31,
2000, the Company owns or, in the case of Kaanapali Golf Courses, has a
minority interest investment in the golf courses.  As a result of the
Company's minority interest, in 2001, the golf segment no longer includes
the operations of the Royal Kaauapali Golf Courses.

     Golf revenues were $1.2 million, during the three months ended
March 31, 2001 as compared to $4.6 million for the three months ended
March 31, 2000.  During the three months ended March 31, 2001,
approximately 22,000 rounds of golf were played as compared to 54,000
during the first three months of 2000.

     Golf cost of sales were $.8 million during the three months ended
March 31, 2001 as compared to $2.4 million for the three months ended
March 31, 2000.  Golf operating expenses of $.3 million during the first
three months of 2001, consisted primarily of depreciation expense.

     Operating income of $.1 million decreased during the three months
ended March 31, 2001 as compared to $1.7 million during the three months
ended March 31, 2000 primarily due to the inclusion of operations of the
Royal Kaanapali Golf Courses in 2000.

     PROPERTY SEGMENT:

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

     Revenues increased to $19.2 million during the three months ended
March 31, 2001 from $5.1 million during the three months ended March 31,
2000.  Land sales included revenues for the three months ended March 31,
2001 of approximately $18.7 million primarily from the sale of
approximately 5,500 acres on Maui.  Revenues for the three months ended
March 31, 2000 included approximately $3.5 million from the sale of 17
acres on Maui.

     During the three months ended March 31, 2001, property cost of sales
were $19.4 million as compared to $4.0 million for the three months ended
March 31, 2001.  The increase in costs was due primarily to an increase in
land sales (as discussed above).



<PAGE>


     Property sales and cost of sales increased for the three months ended
March 31, 2001 as compared to the three months ended March 31, 2000 due to
a increase in land sales.  Operating loss increased to $1.4 million during
the three months ended March 31, 2001 compared to $0.6 million operating
loss for the three months ended March 31, 2000.

     (a)  OAHU.

     After the closure of the Oahu Sugar plantation in 1995, the Company
began developing the 64-acre mill site located in Waipahu, which is
approximately 10 miles west of downtown Honolulu near Pearl Harbor.  The
Company received county zoning approval for a light industrial subdivision
on the property.  However, given the current third party debt on the
property, it is not expected to be a significant source of liquidity for
the Company.

     The Company also owns the Waikele Golf Course located at the Company's
completed Waikele project.  Waikele is located directly north of the Oahu
Sugar mill site development in Central Oahu.  The Waikele Golf Course has
experienced a significant drop in play from eastbound (primarily Japanese)
tour groups which has depressed rounds played, average rate and, as a
result, net operating income.  The Company continues to attempt to develop
and implement marketing plans to return the golf course to its previous
levels of profitability.  These programs have had limited success to date
due to additional competition from new and existing golf courses and
continued softness in the Japanese tour group market.  At this point, it is
difficult to predict if and when previous levels of sales and profitability
can be achieved again.

     (b)  MAUI.

     As of March 31, 2001, the Company owns approximately 4,800 acres of
land on the island of Maui, most of which are classified as agricultural
land and conservation land for State and County purposes. All of the
Company's land holdings are located in West Maui near the Lahaina and the
Kaanapali Beach Resort areas.

     For the three months ended March 31, 2001, the Company generated $15.1
million from land sales, primarily from the sale of approximately 5,500
acres of agricultural land for approximately $14.5 million.

     In August 2000, the Company sold approximately 1,600 acres of
agricultural land in Kahoma for $3.8 million.  In January 2001, the Company
sold approximately 5,500 acres of agricultural and conservation land in
Launiupoko for $14.5 million.

     As of March 31, 2001, the Company has an approximately 16.7% ownership
interest in Amfac Property Investment Corp. ("APIC").  APIC owns and
operates the Royal Kaanapali Golf Courses ("RKGC"), which are two 18-hole
golf courses located at the Kaanapali Beach Resort on West Maui. The
courses occupy approximately 320 acres of land.

     In general, the development of the Company's land on Maui is expected
to be long-term in nature as it is intended for resort and resort-related
uses, which for most of the 1990's has been a relatively slow market.

     The Company has determined that the focus of its future development
efforts should be on its Kaanapali/Honokowai land holdings (approximately
4,300 acres) on Maui. Although additional governmental approvals are
required for most of these lands, approximately 900 acres of the Company's
Kaanapali/Honokowai land holdings already have some form of entitlements.
The Company believes its development efforts are best concentrated in this
area where it has certain development approvals already secured and where
successful resort development has occurred during the past thirty years.



<PAGE>


     In 1999, the Company began planning for its Kaanapali lands with an
approach referred to as community-based planning ("CBP").  The Company
works to involve members from all aspects of the West Maui community in
developing an acceptable plan for the Company's Kaanapali land holdings.
CBP has been used successfully in several communities on the mainland such
as in the Weston, Florida development being completed by an affiliate of
Northbrook.  Management remains hopeful that a plan can be developed that
meets the Company's long-term financial objectives and will be supported by
a broad cross section of the community.  (See also discussion of land sales
in "Management Discussion and Analysis of Financial Condition and Results
of Operations - General".)

     The projects located in the Kaanapali/Honokowai area that are
currently owned by the Company are described in greater detail below.

     KAANAPALI GOLF ESTATES.  The Company is marketing Kaanapali Golf
Estates ("KGE"), a residential community that is part of the Kaanapali
Beach Resort in West Maui.  KGE is divided into several parcels and the
Company sells the parcels through bulk parcel sales.

In January 2000, the Company sold the 17-acre Parcel 16 for $3.5 million
and in July 2000, the Company sold the 19-acre Parcel 19/20 for $3.5
million.

     NORTH BEACH.  In December 2000, the Company sold (to a timeshare
company) the 14-acre KOR site for a gross selling price of $19.5 million.
In addition, the timeshare company received a five-year option to purchase
Lot 2 at Kaanapali North Beach.  The option purchase price is based on the
number of units entitled at the time of closing (if an exercise of the
option were to take place).  The Company currently expects the purchase
price to be in the range of $9.0 million.  The remaining three North Beach
lots (including Lot 2) total approximately 82 acres.  In October 1998, the
Company received the final Maui County approval (an SMA permit) needed to
develop the Kaanapali Ocean Resort ("KOR"), a 280 unit time share project
on the 14 acre Lot 1 ("KOR Site") of Kaanapali North Beach.  Under an
agreement that preceded the sale to the timeshare company, the Company is
required to begin construction of improvements for a 13-acre public park at
Wainee, Maui.  The park land and improvements will be donated by the
Company to the County of Maui.

     The Company's remaining North Beach properties are subject to a
mortgage held by an affiliate of Northbrook securing a loan with the
outstanding principal and accrued interest aggregating approximately $5.8
million, as well as another mortgage securing the remaining Senior Debt
held by Northbrook and its affiliates.  For a further description of such
modification of these notes on December 29, 2000, see Note 2 of Notes to
Consolidated Financial Statements.

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

     PUUKOLII VILLAGE.  The Company has regulatory approval to develop a
project, known as "Puukolii Village", on approximately 249 acres located
"Mauka" ("towards the mountains") of Kaanapali Beach Resort. A significant
portion of this project will be affordable housing. Development of most of
Puukolii Village cannot commence until after completion of the planned
Lahaina/Kaanapali bypass highway.  As such, development of this parcel is
not assured and expected to be long term in any event.



<PAGE>


     MAUI INFRASTRUCTURE COSTS.  In connection with certain of the
Company's land use approvals on Maui, the Company has agreed to provide
affordable housing and to participate in the funding of the design and
construction of the planned Lahaina/Kaanapali bypass highway. The Company
has entered into an agreement with the State of Hawaii Department of
Transportation covering the Company's participation in the design and
construction of the bypass highway. In conjunction with state urbanization
of the Company's Kaanapali Golf Estates project, the Company committed to
spend up to $3.5 million (of which approximately $.8 million has been spent
as of March 31, 2001) toward the design of the highway. Due to lengthy
delays by the State in the planned start date for the bypass highway, the
Company funded approximately $1.2 million for the engineering and design of
the widening of the existing highway through the Kaanapali Beach Resort.
The Company believes this $1.2 million will be credited against the $3.5
million commitment discussed above. The Company has also committed another
$6.7 million for the construction of the bypass highway, subject to the
Company obtaining future entitlements on Maui and the actual construction
of the bypass highway. The development and construction of the bypass
highway is expected to be a long-term project that will not be completed
until the year 2007 or later, if ever.

     The Company has reached an agreement with Maui County subject to final
regulatory approval, pursuant to which the Company has agreed to convey the
Pioneer Mill office building and five acres of agricultural land in
satisfaction of employee housing requirements affecting North Beach Makai
and affordable housing requirements affecting Kaanapali Golf Estates
parcels.

     (c)  KAUAI.

     At March 31, 2001, the Company owns approximately 19,000 acres of land
on the island of Kauai, the vast majority of which is classified and zoned,
by the State of Hawaii and the County of Kauai respectively, as
agricultural and conservation lands.  There are large contiguous parcels
which comprise the bulk of these Kauai land holdings, located in
Lihue/Hanamaulu on the eastern side of Kauai. Large portions of the
agricultural lands were used for sugar cane cultivation, and portions of
the conservation lands were utilized by the Company's sugar plantations to
collect, store and transmit irrigation water from mountainous areas to the
sugar cane fields.

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

     In March 2001, the Company sold approximately 460 acres of
agricultural lands for approximately $3.5 million.

     In September 2000, the Company sold a 14-acre parcel at Hanamaulu on
Kauai for $.6 million.

     The Company has 18,000 acres of land currently listed for sale on
Kauai.  (See also discussion of land sales in the "Liquidity and Capital
Resources" section above.)








<PAGE>


PART II.  OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS

     APIC had not paid the ERS the minimum interest payments due on
January 1, April 1, July 1 and October 1, 2000.  A default notice from the
ERS was received which notice included an acceleration of all amounts due
under the loan and the ERS filed to realize upon their security (Employees'
Retirement System of the State of Hawaii v. Amfac/JMB Hawaii, LLC, et. al.,
Civil No. 00-1-2597-08, First Circuit Court, State of Hawaii).  Pursuant to
an agreement between the ERS and APIC approximately $3.8 million was paid
in September 2000, to the ERS for a portion of the past due interest
amounts and the ERS has agreed to temporarily suspend its action to realize
upon its security until March 26, 2001.  This date has not been extended.
Subsequent to September 2000 through March 31, 2001, additional payments
aggregating approximately $1,700 million have been made to the lender.
Renegotiation of the loan terms is currently underway.  Attempts are also
being made to obtain the other easements which the Company and APIC believe
the ERS is obligated to provide.  Though the Company has recently executed
a non-binding letter of intent setting forth certain parameters for the
negotiation of a definitive extension agreement, there can be no assurance
that such negotiations will result in a definitive agreement to settle the
disputes with the ERS concerning this loan.  Reference is made to Note 2 of
Notes to the Consolidated Financial Statements.

     On September 20, 1996, Oahu Sugar Company, Limited ("Oahu Sugar")
filed a lawsuit, Oahu Sugar v. Walter Arakaki and Steve Swift, Case No. 96-
3880-09, in the Circuit Court of the First Circuit, State of Hawaii.  In
the lawsuit, Oahu Sugar alleged that it entered into an agreement to sell
to defendants certain sugar cane processing equipment at Oahu Sugar's sugar
cane mill in Waipahu.  Oahu Sugar alleged that defendants failed to timely
dismantle and remove the equipment, as required by the agreement, and that
defendants were obligated to pay Oahu Sugar rent for the area occupied by
the equipment beyond the time provided for by the parties.  Oahu Sugar
further alleged that it provided notice to defendants that Oahu Sugar was
entitled to treat the equipment as abandoned property and to sell the
equipment, because the equipment had not been removed from the property in
a timely fashion, as required by the parties' agreement.  In its complaint,
Oahu Sugar sought, among other things, declaratory relief that it was
entitled to treat the equipment as abandoned, damages for breach of
contract, and rent under an unjust enrichment theory.

     Defendants filed an answer, as amended, denying the substantive
allegations of Oahu Sugar's complaint and asserting various affirmative
defenses.  In addition, the defendants filed a seven-count counterclaim
against Oahu Sugar.  In the counterclaim, defendants alleged, among other
things, that Oahu Sugar failed to make the equipment available for removal
on a timely basis, and that Oahu Sugar otherwise improperly interfered with
defendants' plans for the removal and subsequent sale of the equipment.  In
the counterclaim, defendants sought, among other things, general, special
and punitive damages, attorneys' fees, costs, and such other relief as the
Court may have deemed appropriate.

     Oahu Sugar's declaratory relief claim was settled in advance of trial.

Oahu Sugar obtained dismissals and directed verdicts on six of defendants'
claims.  The remaining portions of the complaint and counterclaim proceeded
to a jury trial and verdict.  On December 2, 1999, the jury denied Oahu
Sugar relief on its remaining claims and awarded the defendants
approximately $2.6 million in damages on their counterclaim.  On March 2,
2000, the trial court entered a judgment against Oahu Sugar for the $2.6
million in damages awarded by the jury.  In addition, the trial court
awarded counterclaimants $751,000 in attorneys' fees, $28,000 in costs and
$866,000 in prejudgment interest.  Oahu Sugar's post trial motions for
judgment as a matter of law and for a new trial were denied.  Oahu Sugar
filed a notice of appeal.  The defendants began efforts to collect the
amounts awarded to them.  Defendants caused garnishee summons to be issued
to various affiliated and unaffiliated entities.  The defendants scheduled


<PAGE>


a debtor's examination for August 23, 2000 which was not concluded.  The
Hawaii Supreme Court scheduled the case for an appellate conference and
mediation that was unsuccessful.  Then, on January 3, 2001, the Hawaii
Supreme Court entered an order dismissing the appeal.  The Supreme Court
held that it lacked jurisdiction over the appeal because the judgment
entered on March 2, 2000 was legally defective in that it did not identify
the claim for which judgment was entered or dismiss all of the other claims
and counterclaims of the parties.  In light of the order of the Hawaii
Supreme Court, the parties filed legal briefs before the trial court to
have the court determine, among other things, whether a corrected judgment
consistent with the jury verdict may be entered as of March 2, 2000 or a
new judgment order is required.  After hearing the arguments of the
parties, on March 19, 2001, the trial court ruled that it would not enter a
corrected judgment as of March 2, 2000 and that a new judgment order will
be required.  On April 12, 2001, the court entered the new judgment order
on the counterclaims providing for the payment of approximately $2.6
million in damages, $730,000 in attorneys' fees, $28,000 in costs, $867,000
in prejudgment interest, and additional prejudgment interest from January
20, 2000 through April 12, 2001.  From and after entry of the order, post-
judgment interest will accrue on the unpaid balance at the statutory rate
of ten percent per annum until paid in full.  Oahu Sugar intends to pursue
its remedies, including an appeal.  Oahu Sugar continues to believe that it
is entitled to affirmative relief on its complaint and that it has
meritorious defenses to the counterclaim that it intends to pursue on
appeal.  The Company, however, can provide no assurances that it will be
successful in obtaining affirmative relief or overturning the verdict
against Oahu Sugar.  This verdict, if upheld, could have a material adverse
effect on the Oahu Sugar's financial condition.

     On or about December 15, 2000, Oahu Sugar and Amfac Property
Development Corp. ("APDC"), among others, were named in a lawsuit entitled
Walter Arakaki and Steve Swift v. Oahu Sugar Company, Limited et al., Civil
No. 00-1-3817-12, and filed in the Circuit Court of the First Circuit of
Hawaii.  In the complaint, as amended, plaintiffs seek a declaration that
certain conveyances of real estate made by Oahu Sugar or APDC, since
December 1996, were allegedly fraudulent transfers made in violation of the
common law, the Hawaii fraudulent transfer act, and rights which they claim
arose in connection with the claims they filed in Oahu Sugar v. Walter
Arakaki and Steve Swift, Case No. 96-3880-09, discussed above (hereinafter,
"underlying matter").  Plaintiffs seek, among other things, injunctive and
declaratory relief, compensatory damages, punitive damages, orders of
attachment against sales proceeds, voidance of certain transfers,
foreclosure and other remedies in connection with various transfers of real
estate made by Oahu Sugar to APDC, the Young Men's Christian Association of
Honolulu ("YMCA"), and the Filipino Community Center, Inc. ("FCC"), among
others, all over the years 1996-2000.  The YMCA and FCC have also been
named defendants in this action and have filed cross-claims for relief
against Oahu Sugar and APDC for alleged breach of warranty of title,
indemnity and contribution in connection with their respective
transactions, and seeking, among other things, damages, attorneys' fees,
costs, and prejudgment interest.  Oahu Sugar and APDC have filed answers to
the complaint, as amended, and the cross-claims.  On May 3, 2001,
plaintiffs filed an amended complaint dropping the remedy of foreclosure in
connection with certain property transferred to the YMCA and adding various
allegations including, without limitation, allegations regarding the final
judgment entered in the underlying manner.  Oahu Sugar and APDC believe
they have meritorious defenses and intend to pursue their defenses
vigorously.  However, there can be no assurances that this case, when once
adjudicated, will not have a material adverse effect on the financial
condition of Oahu Sugar or APDC.

     On October 7, 1999, Oahu Sugar Company was named in a lawsuit
entitled, Akee, et al. v. Dow Chemical Company, et al., Civil No. 99-3757-
10, and filed in Hawaii State Court (Circuit Court of the First Circuit of
Hawaii).  This multiple plaintiff toxic tort case named Oahu Sugar and a
number of additional defendants including several large chemical, petroleum
and agricultural companies.  In March 2000, Oahu Sugar Company was
dismissed without prejudice.



<PAGE>


     On September 30, 1999, Oahu Sugar was one of several defendants named
in a lawsuit entitled, City and County of Honolulu v. Leppert, et al.
Civil No. CV 99 00670 ACK-FIY, and filed in the federal court, District of
Hawaii. The plaintiff asserts several causes of action including actions
for (1) clean-up and other response costs under the Comprehensive
Environmental Response, Compensation, and Liability Act ("CERCLA"); (2)
owner/operator liability, contribution and indemnity under Hawaii statutory
law; (3) strict liability for ultrahazardous activity; and (4) negligence.
Plaintiff alleges that defendant Oahu Sugar previously operated a sugar
mill on property currently owned by plaintiff, and used pesticides,
herbicides, fumigants, petroleum products and by-products and other
hazardous chemicals which were allegedly released into the soil and/or
groundwater at the subject property. Plaintiff seeks recovery of response
costs it has incurred and to be incurred, a declaration of the rights and
liabilities for past and any future claims, damages for lost property
value, technical consulting and legal costs in investigating the property,
increased construction costs, and attorneys' fees and costs.  Two of the
other defendants, Clinton Churchill and David Heenan, as trustees under the
will and estate of James Campbell ("Campbell Estate"), have filed a third
party complaint, as amended, seeking indemnity and contribution from Oahu
Sugar arising from, among other things, a lease between Oahu Sugar and
Campbell Estate concerning the land which is allegedly contaminated.  The
Campbell Estate has also filed a third party compliant, as amended, against
Northbrook Corporation ("Northbrook") seeking a defense and indemnity.
Campbell Estate, Oahu Sugar, and Northbrook filed cross motions for summary
judgment on the third party complaints.  On October 27, 2000, the court
ruled that Oahu Sugar, under its 1970 amendment of lease with Campbell
Estate, and Northbrook, under its guaranty of the lease, have an obligation
to defend and indemnify the Campbell Estate for any environmental liability
under specified federal and state environmental law, negligence and strict
liability for ultrahazardous activity, assessed against Campbell Estate as
owner of the subject property due to actions taken by Oahu Sugar on the
property from 1970 forward, only, and not for activities occurring before
1970.  The court also ruled that Campbell Estate is entitled to recover its
attorneys' fees, costs, and expenses incurred in establishing its right to
indemnity.  On November 6, 2000, Campbell Estate filed a motion for
reconsideration to have the trial court reconsider that portion of its
ruling that relieves Oahu Sugar and Northbrook of the obligation to
indemnify Campbell Estate for the failure to eliminate and cleanup the
alleged contamination to the extent that it occurred prior to 1970.  On or
about December 15, 2000, the trial court denied the motion for
reconsideration and the Campbell Estate is seeking to appeal the trial
court's order.  The plaintiff on one hand and the Campbell Estate and Oahu
Sugar on the other filed cross motions for summary judgment.  The arguments
on these motions are scheduled for June 2001.  Trial of this matter is
currently scheduled for September 2001.  Oahu Sugar intends to vigorously
defend itself.

     On September 30, 1999, Oahu Sugar was named in a related lawsuit
entitled, City and County of Honolulu v. Leppert, et al., Civil No. 99-
3678-09, and filed in Hawaii State Court, Circuit Court for the First
Circuit of Hawaii. Oahu Sugar has been served in this matter. This case is
the same case as the CERCLA action above, except that it asserts causes of
action under the Hawaii Environmental Response Law, the state law
equivalent of CERCLA. The alleged specific causes of action include actions
for (1) owner/operator liability, contribution and indemnity under Hawaii
Revised Statue Section 128D-18; (2) strict liability; (3) negligence, and,
(4) declaratory relief on state claims.  On July 3, 2000, the Hawaii state
court issued a stay of this action, pending the outcome of the federal
litigation and subject to various other stated conditions.  In any event,
Oahu Sugar intends to vigorously defend itself.

     An insurance carrier for Oahu Sugar is partially funding the defense
of these environmental-related cases, subject to a reservation of rights.
Oahu Sugar can give no assurances as to the portion of defense costs and
indemnity costs, if any, that will ultimately be borne by the insurance
carrier.



<PAGE>


     These environmental-related lawsuits are in the beginning stages of
litigation. The Company believes that Oahu Sugar has meritorious defenses
to these lawsuits and Oahu Sugar will defend itself vigorously. However,
there can be no assurances that these cases (or any of them), when once
adjudicated, will not have a material adverse effect on the financial
condition of Oahu Sugar.

     On May 10, 2000, Oahu Sugar was named in a civil action entitled,
Albert and Marciana Kalaikai v. Oahu Sugar, et. al., pending in the Circuit
Court of the First Circuit, State of Hawaii, Civil No. 00-1-1497-05.  In
this case, plaintiffs seek damages for alleged asbestos related injuries
sustained, among other things, from exposure to asbestos-containing
products over the course of in excess of forty years and at numerous
locations including the Oahu Sugar mill site over the period of 1950-1960.
The case is in the beginning stages of litigation and Oahu Sugar intends to
defend itself vigorously.

     Oahu Sugar is also a defendant in another alleged asbestos related
personal injury action entitled, Anthony Fiori and Stella Fiori v.
Raybestos-Manhattan, filed in the San Francisco County Superior Court, Case
No. 304868, filed on or about July 13, 1999.  In the complaint, plaintiffs
seek $3.0 million in economic and non-economic damages, as well as $1.0
million in punitive damages, for injuries alleged sustained.  The matter is
currently set for trial in July 2001.

     An insurance carrier for Oahu Sugar has agreed to defend Oahu Sugar in
the Kalaikai and Fiori cases, subject to a reservation of rights.  Oahu
Sugar can give no assurances as to the portion of the defense costs and
indemnity costs, if any, that will be ultimately borne by the insurance
carrier.

     Oahu Sugar is substantially without assets to satisfy any judgments in
these actions.  However, the liability, if any, of Oahu Sugar in these
asbestos matters should not extend to AHI and its other subsidiaries.

     On or about February 23, 2001 Kekaha Sugar Co., Ltd. received a letter
from the Hawaii Department of Health ("HDOH") assigning the Kekaha Sugar
Co., Ltd. site a high priority status based on HDOH's review of available
environmental data.  In the letter, HDOH identified five major areas of
potential environmental concern including the former wood treatment plant,
the herbicide mixing plant, the seed dipping plant, the settling pond, and
the Kekaha Sugar Mill.  While setting forth specific concerns, the HDOH
reserved the right to designate still further areas of potential concern
which might require further investigation and possible remediation.  HDOH
further reserved the right to modify its prioritization of the site should
conditions warrant.  The assignment of the high priority status will likely
result in a high degree of oversight by the HDOH as the issues raised are
studied and addressed.  Kekaha Sugar Co., Ltd. has responded to the letter.

Kekaha Sugar Co., Ltd. is substantially without assets and further pursuit
of this matter by HDOH could have a materially adverse effect on the
financial condition of Kekaha Sugar Co., Ltd.

     On or about February 23, 2001, Lihue Plantation Co., Ltd. received a
similar letter from the HDOH assigning the Lihue Plantation Co., Ltd. site
a high priority status based on HDOH's review of available environmental
data.  In the letter, HDOH identified four major areas of potential
environmental concerning including the Lihue herbicide mixing plant, the
seed dipping plant, the settling pond and the Lihue Sugar Mill.  While
setting forth specific concerns, the HDOH reserved the right to designate
still further areas of potential concern which might require further
investigation and possible remediation.  HDOH further reserved the right to
modify its prioritization of the site should conditions warrant.  As noted
above, the high priority assignment will likely result in a high degree of
oversight by the HDOH as the issues raised are studied and addressed.



<PAGE>


     APDC has submitted a proposal to the HDOH to treat chlorinated
solvents which have been discovered in the groundwater at the former Oahu
Sugar Waipahu Sugar Mill site.  The contamination does not appear in high
concentrations, but nevertheless will likely require some form of
remediation.  APDC has recommended to HDOH a process of remediation that
will use hydrogen releasing compounds to consume and destroy the
contamination in the known areas of contamination.  At this point, APDC is
unable to identify with certainty the treatment options that will be
approved by HDOH or the cost of same.

     As a result of an administrative order issued it Oahu Sugar Company by
the Hawaii Department of Health, Order No. CH 98-0012, dated January 27,
1998, Oahu Sugar is currently engaged in environmental site assessment of
lands it leased from the U.S. Navy and located on the Waipio Peninsula.
Sampling is underway and the investigation is otherwise still in its
preliminary stages.

     Other than as described above, 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 such routine 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 this litigation will not materially adversely affect
the Company's results of operations or its financial condition.



ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

     APIC had not paid the ERS the minimum interest payments due on
January 1, April 1, July 1 and October 1, 2000.  A default notice from the
ERS was received which notice included an acceleration of all amounts due
under the loan and the ERS filed to realize upon their security.  Pursuant
to an agreement between the ERS and APIC approximately 3,800 was paid in
September 2000, to the ERS for a portion of the past due interest amounts
and the ERS has agreed to temporarily suspend its action to realize upon
its security until March 26, 2001.  This date has not been extended.
Subsequent to September 2000 through March 31, 2001, additional payments
aggregating approximately $1,700 have been made to the lender.
Renegotiation of the loan terms is currently underway.  Though the Company
has recently executed a non-binding letter of intent setting forth certain
parameters for the negotiation of a definitive extension agreement, there
can be no assurance that such negotiations will result in a definitive
agreement to settle the disputes with the ERS concerning this loan.

     The Company has received a notice from each of the holders of the
Senior Debt notifying the Company that all Senior Debt is currently in
default due to the existence of other defaults or circumstances that
constitute events of default under the Senior Debt.  Amounts due on such
indebtedness aggregated $181,237 as of March 31, 2001 and are included in
"Amounts due to affiliates - Senior Debt Financing" in the accompanying
Consolidated Balance Sheets.  Reference is made to Note 2 of Notes to
Consolidated Financial Statements.



<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

Exhibit
No.        Exhibit
-------    --------

  4.1      Indenture, including the form of COLAs, among Amfac/JMB
Hawaii, Inc., its subsidiaries as Guarantors and Continental Bank National
Association, as Trustee (dated as of March 14, 1989). (2)

  4.2      Amendment dated as of January 17, 1990 to the Indenture
relating to the COLAs. (2)

  4.3      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. (3)

  4.4      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)

  4.5      $10,000,000 loan agreement between Amfac Property Development
Corp. and City Bank at December 18, 1996. (5)

  4.6      Amended and Restated $25,000,000 loan agreement between
Waikele Golf Club, Inc. Bank of Hawaii dated February 4, 1997. (6)

  4.7      Second Supplement to the Indenture dated as of March 1, 1998.
(7)

  4.8      Third Supplement to the Indenture dated as of October 16,
2000. (10)

  4.9      Promissory Note A, in replacement of Note #1, in the amount of
$28,370,074.56 between Amfac Hawaii LLC and Fred Harvey Transportation
Company dated December 29, 2000. (10)

  4.10     Promissory Note B, in replacement of Note #1, in the amount of
$68,059,328.34 between Amfac Hawaii LLC and Fred Harvey Transportation
Company dated December 29, 2000. (10)

  4.11     Amended and Restated Promissory Note in the amount of
$26,375,300 between Amfac Hawaii LLC and AF Investors LLC dated December
29, 2000. (10)

  4.12     Amended and Restated Promissory Note in the amount of
$21,318,000 between Amfac Hawaii LLC and AF Investors LLC dated December
29, 2000. (10)

  4.13     Amended and Restated Promissory Note in the amount of
$10,000,000 between Amfac Hawaii LLC and Northbrook Corporation dated
December 29, 2000. (10)

  4.14     Amended and Restated Promissory Note between The Lihue
Plantation Company, Limited and Northbrook Corporation dated December 29,
2000. (10)

  4.15     Amended and Restated Promissory Note between The Lihue
Plantation Company, Limited and Northbrook Corporation dated December 29,
2000. (10)



<PAGE>


Exhibit No.Exhibit
------------------

  4.16     Assignment of Loan Documents between Tobishima Pacific, Inc.
and 900 Investment Management, L.P. dated September 29, 2000. (10)

  4.17     Assignment of Loan Documents between 900 Investment Management
L.P. and NB Realty Holdings-VI, Inc. dated September 29, 2000. (10)

  4.18     Note Modification Agreement between Amfac Property Investment
Corp. and NB Realty Holdings-VI, Inc. dated October 2, 2000. (10)

  4.19     Second Note Modification agreement between Amfac Hawaii and NB
Holdings-VI, Inc. dated December 31, 2000. (10)

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

 10.2      Grove Farm Haiku Lease, dated January 25, 1974 by and between
Grove Farm Company, Incorporated and The Lihue Plantation Company, Limited.
(1)

 10.3      General Lease S-4412, dated October 31, 1974, by and between
the State of Hawaii and the Lihue Plantation Company, Limited. (1)

 10.4      General Lease S-4576, dated March 15, 1978, by and between the
State of Hawaii and The Lihue Plantation Company, Limited. (1)

 10.5      General Lease S-3821, dated July 8, 1964, by and between the
State of Hawaii and East Kauai Water Company, Ltd. (1)

 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. (1)

 10.7      U.S. Navy Waipio Peninsula Agricultural Lease, dated May 26,
1964, between The United States of America (as represented by the U.S.
Navy) and Oahu Sugar Company, Ltd. (1)

 10.8      Amendment to the Robinson Estate Hoaeae Lease, dated May 15,
1967, by and between various Robinsons, heirs of Robinsons, Trustees and
Executors, etc. and Oahu Sugar Company, Limited amending and restating the
previous lease. (1)

 10.9      Amendment to the Campbell Estate Lease, dated April 16, 1970,
between Trustees under the Will and of the Estate of James Campbell,
Deceased, and Oahu Sugar Company, Limited amending and restating the
previous lease. (1)

 10.10     Bishop Estate Lease No. 24,878, dated June 17, 1977, by and
between the Trustees of the Estate of Bernice Pauahi Bishop and Pioneer
Mill Company, Limited. (1)

 10.11     General Lease S-4229, dated February 25, 1969, by and between
the State of Hawaii, by its Board of Land and Natural Resources and Pioneer
Mill Company, Limited. (1)

 10.12     Honokohau Water License, dated December 22, 1980, between Maui
Pineapple Company Ltd. and Pioneer Mill Company, Limited. (1)

 10.13     Water Licensing Agreement, dated September 22, 1980, by and
between Maui Land & Pineapple Company, Inc. and Amfac, Inc. (1)



<PAGE>


Exhibit No.Exhibit
------------------

 10.14     Amfac Hawaii Tax Agreement, dated November 21, 1988 between
Amfac/JMB Hawaii, Inc., and Amfac Property Development Corp.; Amfac
Property Investment Corp.; Amfac Sugar and Agribusiness, Inc.; Kaanapali
Water Corporation; Amfac Agribusiness, Inc.; Kekaha Sugar Company, Limited;
The Lihue Plantation Company, Limited; Oahu Sugar Company, Limited; Pioneer
Mill Company, Limited; Puna Sugar Company, Limited; H. Hackfeld & Co.,
Ltd.; and Waiahole Irrigation Company, Limited. (2) Amfac-Amfac Hawaii Tax
Agreement, dated February 21, 1989 between Amfac, Inc. and Amfac/JMB
Hawaii, Inc. (2) Services Agreement, dated November 18, 1988, between
Amfac/JMB Hawaii, Inc., and Amfac Property Development Corp.; Amfac
Property Investment Corp.; Amfac Sugar and Agribusiness, Inc.; Kaanapali
Water Corporation; Amfac Agribusiness, Inc.; Kekaha Sugar Company, Limited;
The Lihue Plantation Company, Limited; Oahu Sugar Company, Limited; Pioneer
Mill Company, Limited; Puna Sugar Company, Limited; H. Hackfeld & Co.,
Ltd.; and Waiahole Irrigation Company, Limited and JMB Realty Corporation.
(2)

 10.15     Amfac-Amfac Hawaii Tax Agreement, dated February 21, 1989
between Amfac, Inc. and Amfac/JMB Hawaii, Inc. (2)

 10.16     Agreement Concerning Amfac - Amfac Hawaii Tax Agreement by and
among Amfac Hawaii LLC and Northbrook Corporation dated November 30, 2000.
(10)

 10.17     Tax Agreement by and among Northbrook Corporation and Amfac
Hawaii LLC dated December 29, 2000. (10)

 10.18     Contribution Agreement by and among Amfac Property Investment
Corp., Pioneer Mill Company, Limited, Northbrook Corporation, AF Investors,
LLC and Fred Harvey Transportation Company dated November 27, 2000. (10)

 10.19     Restructuring Agreement by and among Amfac Hawaii LLC, and
subsidiaries, Amfac Property Investment Corp., Northbrook Corporation, AF
Investors, LLC, Fred Harvey Transportation Company, Amfac Finance Limited
Partnership and NV Realty Holdings-VI, Inc. dated December 29, 2000. (10)

 10.20     Services Agreement, dated November 18, 1988, between Amfac/JMB
Hawaii, Inc., and Amfac Property Development Corp.; Amfac Property
Investment Corp.; Amfac Sugar and Agribusiness, Inc.; Kaanapali Water
Corporation; Amfac Agribusiness, Inc.; Kekaha Sugar Company, Limited; The
Lihue Plantation Company, Limited; Oahu Sugar Company, Limited; Pioneer
Mill Company, Limited; Puna Sugar Company, Limited; H. Hackfeld & Co.,
Ltd.; and Waiahole Irrigation Company, Limited and JMB Realty Corporation.
(2)

 10.21.    Assignment and assumption agreement dated September 30, 1998,
executed by TPI and APIC. (8)

 10.22.    Assignment and Contribution Agreement effective December 31,
1998 between Northbrook Corporation and Amfac/JMB Hawaii, L.L.C. (9)

 10.23.    Note Modification Agreement dated December 31, 1998 between
Amfac/JMB Hawaii, L.L.C. and Fred Harvey Transportation Company. (9)



<PAGE>


Exhibit No.Exhibit
------------------

 19.0      $35,700,000 agreement for sale of C&H and certain other C&H
assets, to A&B Hawaii, Inc. in June 1993. (7) Subsidiaries of Amfac/JMB
Hawaii, Inc. (1) A copy of pages 19, 41-45 and 51 of the Prospectus of the
Company dated December 5, 1988 (relating to SEC Registration Statement on
Form S-1 (as amended) File No. 33-24180) and hereby incorporated by
reference. (2) Pursuant to Item 6.01 (b)(4) of Regulation SK, the
registrant hereby undertakes to provide the Commission upon its request a
copy of any agreement with respect to long-term indebtedness of the
registrant and its consolidated subsidiaries that does not exceed 10
percent of the total assets of the registrant and its subsidiaries on a
consolidated basis.


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

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

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

     (4)   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.

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

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

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

     (8)   Previously filed as exhibit to the Company's Form 10-Q report
under the Securities Act of 1934 (File No. 33-24180) filed November 12,
1998 and hereby incorporated by reference.

     (9)   Previously filed as exhibit to the Company's Form 10-K report
under the Securities Act of 1934 (File No. 33-24180) filed March 8, 1999
and hereby incorporated by reference.

     (10)  Previously filed as exhibit to the Company's Form 10-K report
under the Securities Act of 1934 (File No. 33-24180) filed March 30, 2001
and hereby incorporated by reference.







<PAGE>


                              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 HAWAII, LLC


                            /s/ GAILEN J. HULL
                            -------------------
                      By:   Gailen J. Hull
                            Vice President
                      Date: May 9, 2001


     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.


                            /s/ GAILEN J. HULL
                            -------------------
                            Gailen J. Hull
                            Principal Accounting Officer
                      Date: May 9, 2001




<PAGE>


                              SIGNATURES


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


                      AMFAC LAND COMPANY, LIMITED


                            /s/ GAILEN J. HULL
                            -------------------
                      By:   Gailen J. Hull
                            Vice President
                      Date: May 9, 2001


     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.


                            /s/ GAILEN J. HULL
                            -------------------
                            Gailen J. Hull
                            Principal Accounting Officer
                      Date: May 9, 2001


<PAGE>


                              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.


                            /s/ GAILEN J. HULL
                            -------------------
                      By:   Gailen J. Hull
                            Vice President
                      Date: May 9, 2001


     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.


                            /s/ GAILEN J. HULL
                            -------------------
                            Gailen J. Hull
                            Principal Accounting Officer
                      Date: May 9, 2001


<PAGE>


                              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.


                            /s/ GAILEN J. HULL
                            -------------------
                      By:   Gailen J. Hull
                            Vice President
                      Date: May 9, 2001


     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.


                            /s/ GAILEN J. HULL
                            -------------------
                            Gailen J. Hull
                            Principal Accounting Officer
                      Date: May 9, 2001





<PAGE>


                              SIGNATURES


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


                      H. HACKFIELD & CO., LTD.


                            /s/ GAILEN J. HULL
                            -------------------
                      By:   Gailen J. Hull
                            Vice President
                      Date: May 9, 2001


     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.


                            /s/ GAILEN J. HULL
                            -------------------
                            Gailen J. Hull
                            Principal Accounting Officer
                      Date: May 9, 2001



<PAGE>


                              SIGNATURES


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


                      KAANAPALI ESTATES COFFEE, INC.


                            /s/ GAILEN J. HULL
                            -------------------
                      By:   Gailen J. Hull
                            Vice President
                      Date: May 9, 2001


     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.



                            /s/ GAILEN J. HULL
                            -------------------
                            Gailen J. Hull
                            Principal Accounting Officer
                      Date: May 9, 2001




<PAGE>


                              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


                            /s/ GAILEN J. HULL
                            -------------------
                      By:   Gailen J. Hull
                            Vice President
                      Date: May 9, 2001


     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.



                            /s/ GAILEN J. HULL
                            -------------------
                            Gailen J. Hull
                            Principal Accounting Officer
                      Date: May 9, 2001




<PAGE>


                              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


                            /s/ GAILEN J. HULL
                            -------------------
                      By:   Gailen J. Hull
                            Vice President
                      Date: May 9, 2001


     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.


                            /s/ GAILEN J. HULL
                            -------------------
                            Gailen J. Hull
                            Principal Accounting Officer
                      Date: May 9, 2001



<PAGE>


                              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


                            /s/ GAILEN J. HULL
                            -------------------
                      By:   Gailen J. Hull
                            Vice President
                      Date: May 9, 2001


     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.


                            /s/ GAILEN J. HULL
                            -------------------
                            Gailen J. Hull
                            Principal Accounting Officer
                      Date: May 9, 2001



<PAGE>


                              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


                            /s/ GAILEN J. HULL
                            -------------------
                      By:   Gailen J. Hull
                            Vice President
                      Date: May 9, 2001


     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.


                            /s/ GAILEN J. HULL
                            -------------------
                            Gailen J. Hull
                            Principal Accounting Officer
                      Date: May 9, 2001


<PAGE>


                              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


                            /s/ GAILEN J. HULL
                            -------------------
                      By:   Gailen J. Hull
                            Vice President
                      Date: May 9, 2001


     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.


                            /s/ GAILEN J. HULL
                            -------------------
                            Gailen J. Hull
                            Principal Accounting Officer
                      Date: May 9, 2001




<PAGE>


                              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


                            /s/ GAILEN J. HULL
                            -------------------
                      By:   Gailen J. Hull
                            Vice President
                      Date: May 9, 2001


     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.


                            /s/ GAILEN J. HULL
                            -------------------
                            Gailen J. Hull
                            Principal Accounting Officer
                      Date: May 9, 2001




<PAGE>


                              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


                            /s/ GAILEN J. HULL
                            -------------------
                      By:   Gailen J. Hull
                            Vice President
                      Date: May 9, 2001


     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.


                            /s/ GAILEN J. HULL
                            -------------------
                            Gailen J. Hull
                            Principal Accounting Officer
                      Date: May 9, 2001




<PAGE>


                              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.


                            /s/ GAILEN J. HULL
                            -------------------
                      By:   Gailen J. Hull
                            Vice President
                      Date: May 9, 2001


     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.


                            /s/ GAILEN J. HULL
                            -------------------
                            Gailen J. Hull
                            Principal Accounting Officer
                      Date: May 9, 2001
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