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

Re:  AMFAC/JMB FINANCE, INC.
     Commission File No. 36-3611183
     Form 10-Q

Gentlemen:

Enclosed, for the above-mentioned registrant, are eight  copies
one  of  which  is  manually executed of  registrant's  current
report on Form 10-Q for the quarter ended September 30, 1996.

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

Thank You.

Very truly yours,

AMFAC/JMB FINANCE, INC.

By:  Northbrook Corporation
     Parent Company

     By:  _____________________
          Gary Smith
          Vice President
          and Principal Accounting Officer














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

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

Gentlemen:

Enclosed, for the above-mentioned registrant, are eight copies
one  of  which  is  manually executed of registrant's  current
report on Form 10-Q for the quarter ended September 30, 1996.

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

Thank You.

Very truly yours,

AMFAC/JMB HAWAII, INC.

By:  Northbrook Corporation
     Parent Company

     By:  _____________________
          Gary Smith
          Vice President
          and Principal Accounting Officer

              SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549


                           FORM 10-Q


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


For  the  quarter  ended September 30,  1996  Commission  File
Number 33-24180



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


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




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


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


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


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


See Table of Additional Registrants Below.


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

As  of  November 7, 1996, each of Amfac/JMB Hawaii,  Inc.  and
Amfac/JMB  Finance,  Inc. had 1,000  shares  of  Common  Stock
outstanding.  All such Common Stock is owned by its respective
parent and not traded on a public market.






                   ADDITIONAL REGISTRANTS (1)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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




PART I   FINANCIAL INFORMATION


Item 1.  Financial Statements                                 4

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                 23




PART II  OTHER INFORMATION


Item 1.  Legal Proceedings                                  33

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


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

                       Consolidated Balance Sheets

                  September 30, 1996 and December 31, 1995
                         (Dollars in Thousands)
                              (Unaudited)

                              A S S E T S
<CAPTION>
                                           September 30,    December 31,
                                             1996                1995
                                         --------------     --------------
<S>                                      <C>                <C>
A S S E T S
Current assets:
 Cash and cash equivalents                 $11,326            11,745
 Receivables-net                            13,142             8,720
 Inventories                                37,888            49,641
 Prepaid expenses                            4,030             3,102
                                          --------           --------
     Total current assets                   66,386            73,208
                                          --------           --------
Investments                                 45,198            45,080
                                          --------           --------
Property, plant and equipment:
 Land and land improvements                333,696           336,069
 Machinery and equipment                    58,136            56,882
 Construction in progress                    2,031             1,428
                                          --------           --------
                                           393,863           394,379
 Less accumulated dep.
 and amortization                           32,451            27,762
                                          --------           --------
                                           361,412           366,617
                                          --------           --------
Deferred expenses, net                      13,252            14,225
Other assets                                31,189            28,468
                                          --------           --------
                                        $  517,437           527,598
                                         ==========         ==========
L I A B I L I T I E S
Current liabilities:
 Accounts payable                       $    6,661             8,562
 Accrued expenses                            5,974            13,268
 Current portion of
 long-term debt                              1,730            67,730


                              AMFAC/JMB HAWAII, INC.

                       Consolidated Balance Sheets - Continued

                        September 30, 1996 and December 31, 1995
                              (Dollars in Thousands)
                                    (Unaudited)
                                        September 30,    December 31,
                                           1996             1995
                                       -------------    -------------
 Current portion of
 deferred inc. taxes                         8,401             10,902
 Amounts due to affiliates                  27,914             22,862
                                          --------           --------
 Total current liabilities                  50,680            123,324
                                          --------           --------
Amounts due to affiliates                   95,657             76,911
Accum. postretirement benefit
obligation                                  58,292             61,037
Long-term debt                              91,340             26,765
Other long-term liabilities                 37,479             34,366
Deferred income taxes                       98,966             98,691
Certificate of Land
Appreciation Notes                         220,692            220,692
                                          --------           --------
Commitments and contingencies
(notes 3, 4, 5, 7, 8, 9 and 10)
 Total liabilities                         653,106            641,786
                                          --------            --------

S T O C K H O L D E R S'  E Q U I T Y  (D E F I C I T )

Common stock, no par value;
 authorized, issued and
 outstanding 1,000 shares                        1                  1
Additional paid-in capital                   5,001             11,495
Retained earnings (deficit)               (140,671)          (125,684)
                                         ---------           ---------

 Total stockholders' equity
 (deficit)                                (135,669)          (114,188)
                                         ---------           ---------
                                        $  517,437            527,598
                                       ============        ===========

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

<TABLE>
                      AMFAC/JMB HAWAII, INC.

             Consolidated Statements of Operations

    Three and Nine Months Ended September 30, 1996 and 1995

                     (Dollars in Thousands)
                          (Unaudited)
<CAPTION>
                               Three Months Ended         Nine Months Ended
                                   September 30             September 30
                               --------------------     ---------------------
                                 1996     1995              1996    1995
                                                                   (Restated)
                                -------  -------          ------    ------
<S>                            <C>     <C>               <C>      <C>
Revenue:
    Agriculture                 $19,081    11,255         41,513   30,981
    Property                      8,319     7,572         29,902   37,029
                                 -------  -------        -------   -------
                                 27,400    18,827         71,415   68,010
                                -------   -------        -------   -------
Cost of sales:
    Agriculture                  20,573    17,418         42,218   37,817
    Property                      4,547     3,771         18,271   20,536
                                -------    -------      --------  -------
                                 25,120    21,189         60,489   58,353
Selling, general
and administrative                3,018     2,226          8,960    9,410
Depreciation and
amortization                      1,539     1,676          4,689    4,996
                                 -------   -------       -------  -------
Total  costs  and  expenses      29,677    25,091         74,138   72,759

Operating  loss                  (2,277)   (6,264)        (2,723)  (4,749)
                                 -------  -------         -------  -------
Non-operating income
(expenses):
 Amortization of
   financing  costs                (185)     (316)          (952)  (1,271)
  Interest  expense              (6,892)   (6,813)       (20,290) (18,384)
 Interest income                     96        32            258    1,315
                                 -------   -------       -------  -------
                                 (6,981)   (7,097)       (20,984) (18,340)
                                 -------   -------       -------  -------
Loss  before  taxes              (9,258)  (13,361)       (23,707) (23,089)
                                 -------  -------        -------   -------
   Income  tax  benefit           3,327     2,673          8,720    6,289
                                -------   -------        -------  -------
 Loss before extra-
  ordinary  item                (5,931)   (10,688)       (14,987) (16,800)

                     AMFAC/JMB HAWAII, INC.

       Consolidated Statements of Operations - Continued

    Three and Nine Months Ended September 30, 1996 and 1995

                     (Dollars in Thousands)
                          (Unaudited)


                               Three Months Ended       Nine Months Ended
                                 September 30              September 30
                             --------------------      ---------------------
                                  1996       1995          1996    1995
                                                                 (Restated)
                                -------   -------        ------   ------
Extraordinary gain
from extinguishment
of debt (less app-
licable income taxes
of   $20,807)                        --        --            --     32,544
                                 -------   --------      -------   -------
Net  income  (loss)             $(5,931)  (10,688)       (14,987)   15,744
                                 =======   =======       =======    =======
<FN>
 The accompanying notes are an integral part of the consolidated financial
statements.
</TABLE>

<TABLE>
                     AMFAC/JMB HAWAII, INC.

             Consolidated Statements of Cash Flows

         Nine Months Ended September 30, 1996 and 1995

                     (Dollars in Thousands)
                          (Unaudited)
<CAPTION>
                                                   1996            1995
                                                                (Restated)
                                                 --------        --------
<S>                                             <C>            <C>
Cash flows from operating activities:
 Net income (loss)                              $(14,987)          15,744
 Items not requiring (providing) cash:
   Depreciation and amortization                   4,689            4,996
   Amortization of deferred expenses                 952            1,271
   Equity in earnings of investments                  23               11
   Income tax expense (benefit)                   (8,720)          14,518
   Extraordinary gain from extinguish-
   ment of debt                                       --          (53,351)

Changes in:
   Receivables - net                              (4,422)           4,376
   Inventories                                    14,407            5,942
   Prepaid expenses                                 (928)            (417)
   Accounts payable                               (1,901)            (208)
   Accrued expenses                               (7,294)          (6,204)
   Amounts due to affiliates                       5,052           10,336
   Other long-term liabilities                    (3,557)             (94)
                                                  --------       --------
      Net cash used in
       operating  activities                     (16,686)          (3,080)
                                                  --------       --------
Cash flows from investing activities:
 Property additions                               (1,940)          (3,983)
 Property disposals and retirements
 - net                                                29            2,665
 Investments in joint ventures
 and partnerships                                   (141)            (190)
 Short-term investments                               --           31,848
 Other assets                                     (2,721)          (2,078)
 Other long-term liabilities                       3,698           (3,937)
                                                  --------       --------

                    AMFAC/JMB HAWAII, INC.

          Consolidated Statement of Cash Flows - Continued

           Nine Months Ended September 30, 1996 and 1995
                     (Dollars in Thousands)
                         (Unaudited)                            
                                                    1996            1995
                                                                 (Restated)
                                                  --------        --------
 Net cash provided by (used in)
   investing activities                           (1,075)         24,325
                                                  --------       --------
Cash flows from financing activities:
 Deferred expenses                                    21              --
 Other cost related to extinguishment
 of debt                                              --            (704)
  Net  repayments of long-term debt               (1,425)         (1,610)
 Payment to redeem and purchase
 Certificate of Land Appreciation
 Notes (COLAS)                                        --        (105,452)
 Amounts due to affiliates                        18,746          60,814
                                                ---------        --------
 Net cash provided by (used in) financing
 activities                                       17,342         (46,952)
                                                ---------        --------
 Net decrease in cash and cash
 equivalents                                        (419)        (25,707)
 Cash and cash equivalents,
 beginning of year                                11,745          31,702
                                                ---------        --------
 Cash and cash equivalents,
 end of period                                   $11,326           5,995
                                                =========        ========
Supplemental disclosure of cash flow
information:
 Cash paid for interest
 (net of amounts capitalized)                    $17,290          21,266
                                                =========        ========






                     AMFAC/JMB HAWAII, INC.

          Consolidated Statement of Cash Flows - Continued

           Nine Months Ended September 30, 1996 and 1995
                      (Dollars in Thousands)
                          (Unaudited)

                                                    1996          1995
                                                               (Restated)
                                                  --------      ---------
Schedule of non-cash investing and
 financing activities:
 Transfer of property actively held
 for sale to real estate inventories
 and accrued costs relating to real
 estate sales                                    $ 2,654         5,446
                                                  =========     ========

Disposition of Debt:
  Gain on  extinguishment  of debt               $    --        53,351
    Face value of debt extinguishment                 --      (164,045)
    Other costs related to debt
    extinguishment                                    --           894
    Write-off of deferred COLA costs                  --        10,015
    Write-off of Contingent Base Interest                       (5,667)
                                                  ---------    ---------

      Cash paid to redeem and
      purchase COLAS                            $     --      (105,452)
                                                  =========   =========

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

                      AMFAC/JMB HAWAII, INC.

           Notes to Consolidated Financial Statements

                  September 30, 1996 and 1995

                        (Dollars in Thousands)

Readers  of  this quarterly report should refer to the  Company's
audited  financial statements for the fiscal year ended  December
31, 1995, which are included in the Company's 1995 Annual Report,
as   certain   footnote  disclosures  which  would  substantially
duplicate  those  contained in such audited financial  statements
have been omitted from this report.

(1)  ADJUSTMENTS

      The  extraordinary  gain  from extinguishment  of  debt  as
originally  reported in the consolidated statements of operations
for the nine months ended September 30, 1995 has been restated to
include  the  effect of the write-off of accrued contingent  base
interest  of  $5,667, less additional expenses of  $190  (net  of
taxes  of  $2,135).   In the opinion of the  Company,  all  other
adjustments  (consisting solely of normal recurring  adjustments)
necessary  for  a  fair  presentation  have  been  made  to   the
accompanying figures as of September 30, 1996 and for  the  three
and nine months ended September 30, 1996 and 1995.

(2)  BASIS OF ACCOUNTING

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

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

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

      The  Company's policy is to consider all amounts held  with
original  maturities of three months or less in  U.S.  Government
obligations,  certificates  of deposit  and  money  market  funds
(approximately  $5,800  and  $3,700 at  September  30,  1996  and
December  31,  1995,  respectively) as  cash  equivalents,  which
approximates market.  These amounts include $2,016 and $1,623  at
September  30,  1996  and December 31, 1995, respectively,  which
were  restricted primarily to fund debt service on certain  long-
term debt (see note 5).

                       AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

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

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

      Project  costs associated with the acquisition, development
and  construction  of  real estate projects are  capitalized  and
classified  as construction in progress.  Such capitalized  costs
are  not  in  excess  of the project's estimated  net  realizable
value.

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

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

      Interest  is  capitalized to qualifying assets (principally
real estate under development) during the period that such assets
are  undergoing  activities necessary to prepare them  for  their
intended uses.  Such capitalized interest is charged to  cost  of
sales  as revenue from the real estate development is recognized.
No  material  amounts have been capitalized for the  nine  months
ended September 30, 1996 and 1995.

      The Company and its subsidiaries report their taxes as part
of   the   consolidated  tax  return  of  the  Company's  parent,
Northbrook.  The Company and its subsidiaries have entered into a
tax  indemnification agreement with Northbrook which  indemnifies
the Company and its subsidiaries for responsibility for all past,
present  and  future  federal and state  income  tax  liabilities
(other  than  income  taxes  which are directly  attributable  to
cancellation  of indebtedness income caused by the repurchase  or
redemption  of  securities as provided for in or contemplated  by
the Repurchase Agreement) (see note 4).

                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

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

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

(3)  AMOUNTS DUE TO AFFILIATES - FINANCING

      The  approximately $15,097 of remaining acquisition-related
financing owed to affiliates has a maturity date of June 1,  1998
and  bears  interest  at a rate per annum based  upon  the  prime
interest rate (8.25% at September 30, 1996), plus one percent.

       On  June  1,  1995,  the  Company  borrowed  $52,000  from
Northbrook  to  redeem Class A COLAS pursuant to  the  Redemption
Offer  (see note 4).  The Company has also borrowed approximately
$28,560  and $9,814 at September 30, 1996 and December 31,  1995,
respectively, to fund COLA Mandatory Base Interest  payments  and
other  operational needs.  The loans from Northbrook are  payable
interest only, mature on June 1, 1998 and carry an interest  rate
per  annum  equal  to the prime interest rate plus  two  percent.
Pursuant  to  the  Indenture relating to the COLAS,  the  amounts
borrowed from Northbrook are considered "Senior Indebtedness"  to
the COLAS.

(4)  CERTIFICATE OF LAND APPRECIATION NOTES

      The  COLAS  are unsecured debt obligations of the  Company.
Interest on the COLAS is payable semi-annually on February 28 and
August  31 of each year.  The COLAS mature on December 31,  2008,
and bear interest after the Final Issuance Date (August 31, 1989)
at  a  rate of 10% per annum ("Base Interest") of the outstanding
principal  balance  of the COLAS on a cumulative,  non-compounded
basis,  of  which  6% per annum is contingent  ("Contingent  Base
Interest") and payable only to the extent of Net Cash  Flow  (Net
Cash  Flow for any period is generally an amount equal to 90%  of
the  Company's  net cash revenues and receipts after  payment  of
cash expenditures, including the Qualified Allowance (as defined)
other  than  federal  and  state  income  taxes  and  after   the
establishment by the Company of reserves).

                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

     In each calendar year, principal reductions may be made from
remaining  Net  Cash Flow, if any, in excess of all  current  and
unpaid  deferred  Contingent Base Interest. The COLAS  will  bear
additional  contingent interest in any year, after any  principal
reduction,  equal  to  55%  of remaining  Net  Cash  Flow.   Upon
maturity,  holders  of  COLAS will be  entitled  to  receive  the
remaining outstanding principal balance of the COLAS plus  unpaid
Mandatory Base Interest (4%) plus  additional interest  equal  to
the  unpaid  Contingent  Base Interest,  to  the  extent  of  the
Maturity Market Value (Maturity Market Value generally means  90%
of  the  excess  of  the Fair Market Value (as  defined)  of  the
Company's  assets  at Maturity over its liabilities  incurred  in
connection  with  its  operations), plus  55%  of  the  remaining
Maturity Market Value.

      On March 14, 1989, Amfac/JMB Finance ("Finance"), a wholly-
owned  subsidiary of Northbrook, and the Company entered into  an
agreement   (the  "Repurchase  Agreement")  concerning  Finance's
obligations  to repurchase, on June 1, 1995 and 1999,  the  COLAS
upon  request of the holders thereof.  The COLAS were  issued  in
two  units  consisting of one Class A and one Class B  COLA.   As
specified  in  the  Repurchase Agreement, the repurchase  of  the
Class  A  COLAS  may have been requested by the holders  of  such
COLAS  on June 1, 1995 at a price equal to the original principal
amount  of  such COLAS ($.5) minus all payments of principal  and
interest  allocated to such COLAS. The cumulative  interest  paid
per  Class  A COLA through June 1, 1995 was $.135. The repurchase
of  the  Class B COLAS may be requested of Finance by the holders
of  such  COLAS on June 1, 1999 at a price equal to 125%  of  the
original  principal amount of such COLAS ($.5) minus all payments
of  principal and interest allocated to such COLAS.  Through  the
date of this report, the cumulative interest paid per Class A and
Class B COLA is approximately $.165 and $.165, respectively.

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

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



                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                        (Dollars in Thousands)

99,000  Class B COLAS were submitted for repurchase  pursuant  to
the  Tender Offer, requiring an aggregate payment by the  Company
of  approximately $105,450 on June 1, 1995.  The Company used its
available  cash to purchase Class B COLAS pursuant to the  Tender
Offer  and borrowed $52,000 from Northbrook to purchase  Class  A
COLAS pursuant to the Redemption Offer.

      As  a  result of the COLA repurchases in 1995, the  Company
retired  approximately $164,045 in face value of  COLA  debt  and
recognized  a financial statement gain in the second  quarter  of
1995  of  approximately $32,544 (net of income taxes of  $20,807,
the  write-off of deferred financing costs of $10,015, the write-
off of accrued contingent base interest of $5,667 and expenses of
$894).   Such  gain  is treated as cancellation  of  indebtedness
income  for  tax  purposes and, accordingly,  the   income  taxes
related to the Class A Redemption
Offer  (approximately $9,106) will not be indemnified by the  tax
agreement with Northbrook (see note 2).

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

(5)  LONG-TERM DEBT

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

     In April 1996, the Company reached an agreement to amend the
loan  with  the ERS, extending the maturity date for five  years.
In exchange for the loan extension, the ERS received the right to
participate  in  the  "Net  Disposition  Proceeds"  (as  defined)
related to the sale or the refinancing of the golf courses or  at
the  maturity of the loan.  The ERS share of the Net  Disposition
Proceeds increases from 30% through June 30, 1997, to 40% for the
period  from July 1, 1997 to June 30, 1999 and to 50% thereafter.
The  loan amendment effectively adjusted the interest rate as  of
January  1,  1995 to 9.5% until June 30, 1996.   After  June  30,
1996, the loan bears interest at a rate per annum equal to 8.73%.
The  loan amendment requires the Company to pay interest  at  the
rate  of 7% for the period from January 1, 1995 to June 30, 1996,
7.5%  from July 1, 1996 to June 30, 1997, 7.75% from July 1, 1997
to  June 30, 1998 and 8.5% thereafter ("Minimum Pay Rates").  The
Company  has  made payments in 1996 totaling $6,409, representing
the minimum interest due through October 1, 1996.
                                
                                
                     AMFAC/JMB HAWAII, INC.
                                
     Notes to Consolidated Financial Statements - Continued
                                
                     (Dollars in Thousands)

The   scheduled  minimum  payments  are  paid  quarterly  on  the
principal  balance  of the $66,000 loan.  The difference  between
the  accrued  interest expense and the minimum  interest  payment
accrues  interest and is payable on an annual basis  from  excess
cash  flow,  if  any, generated from the Kaanapali Golf  Courses.
Although   the  outstanding  loan  balance  remains  nonrecourse,
certain  payments  and obilgations, such as the minimum  interest
payments  and  the  ERS's  share of  appreciation,  if  any,  are
recourse  to the Company.  However, the Company's obligations  to
make  future minimum interest payments and to pay the ERS a share
of  appreciation would be terminated if the Company  tendered  an
executed  deed  to  the  golf  course  property  to  the  ERS  in
accordance with the terms of the amendment.

      In  January  1993,  The Lihue Plantation  Company,  Limited
("Lihue")  obtained  a ten-year $13,250 loan  used  to  fund  the
acquisition  of Lihue's power generation equipment.  The  $13,250
loan,   constituting  "Senior  Indebtedness"  under  the   COLAS'
Indenture,  consists  of two ten-year amortizing  term  loans  of
$10,000   and   $3,250,   respectively,  payable   in   quarterly
installments commencing July 1, 1993 in the principal  amount  of
$250,  and  $81 (plus interest), respectively.  The  $10,000  and
$3,250  loans  have  outstanding balances  of  $6,831  and  $627,
respectively,  as of September 30, 1996 and bear  interest  at  a
rate  equal to the prime rate (8.25% at September 30, 1996)  plus
three and one half percent and the prime rate plus four and  one-
half percent, respectively.  Lihue has purchased an interest rate
agreement  which effectively caps the prime rate  for  the  first
five  years of the loan agreement at eight percent.  The loan  is
secured   by   the   Lihue  power  generation  equipment,   sugar
inventories  and  receivables, certain other  assets   and   real
property of the  Company and  has limited recourse to the Company
and certain other subsidiaries.

     In October 1993, Waikele Golf Club, Inc. ("WGCI"), a wholly-
owned  subsidiary  of  the Company which owns  and  operates  the
Waikele  Golf Course, obtained a five-year $20,000 loan  facility
from  two  lenders.  The loan consists of two $10,000  amortizing
loans.  Each loan bears interest only for the first two years and
interest  and  principal payments based upon an  assumed  20-year
amortization period for the remaining three years. The loans bear
interest  at  prime plus 1/2% and LIBOR (5.4%  at  September  30,
1996) plus 3%, respectively. The loan is secured by WGCI's assets
(the  golf  course  and related improvements and  equipment),  is
guaranteed   by   the   Company,  and   is   considered   "Senior
Indebtedness"  (as  defined  in the  Indenture  relating  to  the
COLAS).  As of September 30, 1996 the remaining scheduled  annual
principal  maturities are $101 in 1996, $405  in  1997,  and  the
balance of $19,106 in 1998.

                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                     (Dollars in Thousands)

(6)  SEGMENT INFORMATION

     Agriculture and Property comprise separate industry segments
of  the Company.  "Operating Income-Other" consists primarily  of
unallocated  overhead expenses and "Total Assets-Other"  consists
primarily  of  cash and deferred expenses.  Total assets  at  the
balance  sheet  dates,  capital  expenditures,  operating  income
(loss)  and depreciation and amortization during the nine  months
ended  September 30, 1996 and 1995 are set forth  below  by  each
industry segment:
<TABLE>
<CAPTION>
                                      September 30,  December 31,
                                          1996          1995
                                       ---------      ---------
<S>                                     <C>           <C>
Total Assets:
   Property                             $196,507       199,999
   Agriculture                           298,645       304,170
 Other                                    22,285        23,429
                                        ---------    ---------
                                        $517,437       527,598
                                       =========     =========
                                       Nine Months  Nine Months
                                          Ended       Ended
                                        Sept 30,      Sept 30,
                                          1996         1995
                                       -----------  -----------
Capital Expenditures:
 Agriculture                            $1,351        2,283
 Property                                  589        1,700
                                        ---------   ---------
                                        $1,940        3,983
                                        =========   =========

Operating income (loss):
   Agriculture                         $(4,235)     (10,697)
 Property                                3,257        8,258
 Other                                  (1,745)      (2,310)
                                        ---------   ---------
                                       $(2,723)      (4,749)
                                        ==========  =========
Depreciation and amortization:
 Agriculture                            $3,095        3,426
 Property                                1,537        1,425
 Other                                      57          145
                                        ---------   ---------
                                        $4,689        4,996
                                       =========   =========
</TABLE>

                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

(7)  TRANSACTIONS WITH AFFILIATES

      The  Company  incurred  interest expense  of  approximately
$6,520  for  the  nine  months  ended  September  30,  1996   and
approximately $3,304 for the nine months ended September 30, 1995
in  connection  with  the  acquisition and  additional  financing
obtained  from  an  affiliate.   Approximately  $10,659  of  such
interest was unpaid as of September 30, 1996.

     With respect to any calendar year, JMB or its affiliates are
entitled  to  a Qualified Allowance in an amount equal  to:   (i)
approximately  $6,200  during each of  the  calendar  years  1989
through  1993, and (ii) thereafter, 1-1/2% per annum of the  Fair
Market Value (as defined) of the gross assets of the Company  and
its  subsidiaries  (other  than cash  and  cash  equivalents  and
Excluded  Assets  (as defined)).  However, such amount  shall  be
paid  for  each  year only following the payment of  a  specified
level  of Base Interest to the holders of the COLAS. Any  portion
of the Qualified Allowance not paid for any year shall accumulate
without interest.  Any Qualified Allowance subsequent to 1989 has
been  deferred and is payable only to the extent future Net  Cash
Flows  are sufficient to pay the holders of the COLAS a specified
level  of  return  and, accordingly, no such  amounts  have  been
reflected in the accompanying consolidated financial statements.

      The  Company,  its subsidiaries, and their  joint  ventures
reimburse  Northbrook,  JMB  and  their  affiliates  for   direct
expenses  incurred  on  their behalves,  including  salaries  and
salary-related   expenses  incurred  in   connection   with   the
management of the Company's (or subsidiaries' or joint ventures')
operations.   The  total  of such costs  was  approximately  $452
during the nine months ended September 30, 1995 and approximately
$463  for the nine months ended September 30, 1996; approximately
$1,050  of  such costs were unpaid as of September 30,  1996.  In
addition,  as  of September 30, 1996, the other  amounts  due  to
affiliates includes $9,106 of income taxes payable related to the
Class  A  COLA Redemption Offer (see note 4). Also,  the  Company
pays  a  non-accountable reimbursement of approximately  $30  per
month  to  JMB and its affiliates for general overhead  expenses,
all of which was paid as of September 30, 1996.

       JMB  Insurance  Agency,  Inc.  earns  insurance  brokerage
commissions  in  connection  with  providing  the  placement   of
insurance  coverage for certain of the properties and  operations
of  the  Company.   Such  commissions  are  comparable  to  those
available  to  the Company in similar dealings with  unaffiliated
third parties.  The total of such commissions for the nine months
ended September 30, 1995 was approximately $715 and approximately
$478  for  the nine months ended September 30, 1996 all of  which
was paid as of September 30, 1996.

                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

      Northbrook and its affiliates allocate certain charges  for
services  to  the  Company  based upon  the  estimated  level  of
services,  of which $7,047 was unpaid as of September  30,  1996.
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.

(8)  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.

      One  of the Company's defined benefit plans, the Retirement
Plan  for  the Employees of Amfac, Inc. (the "Plan"),  terminated
effective December 31, 1994. The settlement of the Plan  occurred
in  May  1995.   The Company replaced this plan  with  the  "Core
Retirement  Award  Program",  a defined  contribution  plan  that
commenced  on  January  1, 1995.  In the  new  plan  an  Eligible
Employee  (as  defined) is credited with an  annual  contribution
equal  to 3% of the employee's qualified compensation.   The  new
plan's  cost  to  the Company and the benefits  provided  to  the
participants are comparable to the former Plan.

(9)  COMMITMENTS AND CONTINGENCIES

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

      The  Company's Property segment has contractual commitments
(related  to  project  costs)  of  approximately  $2,308  as   of
September  30,  1996.   Additional development  expenditures  are
dependent upon the Company's ability to obtain financing for such
costs  and  on the timing and extent of property development  and
sales.

      As  of September 30, 1996 certain portions of the Company's
land  not currently under development or used in sugar operations
are mortgaged as security for approximately $3,039 of performance
bonds related to property development.

                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Concluded

                     (Dollars in Thousands)

(10)  INCOME TAXES

      Deferred  income  taxes  reflect the  net  tax  effects  of
temporary differences between the carrying amounts of assets  and
liabilities for financial reporting purposes and the amounts used
for  income tax purposes. Significant components of the Company's
deferred tax liabilities and assets
as of December 31, 1995 are as follows:

Deferred tax assets:
      Postretirement benefits                              $(23,804)
      Interest accruals                                      (3,149)
      Other accruals                                         (3,074)
                                                           ---------
                Total gross deferred tax assets             (30,027)
                                                           ---------
     Deferred tax liabilities:
      Accounts receivable, related to profit 
       on sales ofsugar                                       3,332
      Inventories, principally due to sugar production
       costs, capitalized interest and purchase
        accounting adjustments                                4,716
      Plant and equipment, principally due to differences
        in depreciation and purchase 
        accounting adjustments                                7,696
      Land and land improvements, principally due
       to purchase accounting adjustments                   101,204
      Deferred gains, due to installment gains for income
        tax purposes                                          8,492
      Investments in unconsolidated entities, principally
        due to purchase accounting adjustments               14,180
                                                            --------
                Total deferred tax liabilities              139,620
                                                           --------
                Net deferred tax liability                 $109,593
                                                          =========


<TABLE>
                    AMFAC/JMB FINANCE, INC.

                         Balance Sheets

            September 30, 1996 and December 31, 1995

      (Dollars in thousands, except per share information)

                          (Unaudited)

<CAPTION>
                           A s s e t

                                        September 30,  December 31,
                                           1996           1995
                                        -----------    -----------
<S>                                    <C>         <C>
Cash                                   $         1             1
                                        ==========      =========

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

Repurchase obligation (note 2)

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

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

                  Notes to the Balance Sheets

                          (Unaudited)

                      (Dollars in Thousands)


(1)  ORGANIZATION AND ACCOUNTING POLICY

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

(2)  REPURCHASE OBLIGATIONS

     On March 14, 1989, Finance and a subsidiary of Northbrook
(Amfac/JMB  Hawaii,  Inc.)  entered  into  an  agreement  (the
"Repurchase  Agreement") concerning Finance's  obligation  (on
June  1,  1995  and 1999) to repurchase, upon request  of  the
holders  thereof,  the Certificate of Land Appreciation  Notes
due 2008 ("COLAS"), to be issued by Amfac/JMB Hawaii, Inc.  in
conjunction with the acquisition of Amfac/JMB Hawaii, Inc..  A
total  aggregate principal amount of $384,737  of  COLAS  were
issued  during  the offering, which terminated on  August  31,
1989.   The COLAS were issued in two units consisting  of  one
Class  A and one Class B COLA.  As specified in the Repurchase
Agreement, the repurchase of the Class A COLAS may  have  been
requested of Finance by the holders of such COLAS on  June  1,
1995 at a price equal to the original principal amount of such
COLAS  ($.500)  minus all payments of principal  and  interest
allocated  to  such COLAS.  The cumulative interest  paid  per
Class  A  COLA through June 1, 1995 was $.135.  The repurchase
of  the  Class  B  COLAS may be requested of  Finance  by  the
holders of such COLAS on June 1, 1999 at a price equal to 125%
of  the original principal amount of such COLAS ($.500)  minus
all  payments  of  principal and interest  allocated  to  such
COLAS.  To date, the cumulative interest paid per Class A  and
Class B COLA is approximately $.165 and $.165, respectively.

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

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








PART I.  FINANCIAL INFORMATION

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

LIQUIDITY AND CAPITAL RESOURCES

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

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

      On  March  14,  1989, Amfac/JMB Finance  ("Finance"),  a
wholly-owned    subsidiary    of    Northbrook     Corporation
("Northbrook"), and the Company entered into an agreement (the
"Repurchase  Agreement") concerning Finance's obligations  (on
June 1, 1995 and 1999) to repurchase the COLAS upon request of
the  holders  thereof.  The COLAS were  issued  in  two  units
consisting of one Class A and one Class B COLA.  As  specified
in  the  Repurchase Agreement, the repurchase of the  Class  A
COLAS may have been requested by the holders of such COLAS  on
June 1, 1995 at a price equal to the original principal amount
of  such  COLAS  ($500) minus all payments  of  principal  and
interest  allocated  to such COLAS.  The  cumulative  interest
paid  per  Class A COLA through June 1, 1995  was  $135.   The
repurchase of the Class B COLAS may be requested of Finance by
the holders of such COLAS on June 1, 1999 at a price equal  to
125%  of  the  original principal amount of such COLAS  ($500)
minus all payments of principal and interest allocated to such
COLAS.   Through  the  date  of this  report,  the  cumulative
interest  paid  per Class A and Class B COLA is  approximately
$165 and $165, respectively.

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

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

      In  addition to the $52 million borrowed from Northbrook
to  redeem Class A COLAS pursuant to the Redemption Offer (see
Note  4),  the  Company has also borrowed approximately  $28.6
million  and  $9.8 million at September 30, 1996 and  December
31,  1995,  respectively, to fund COLA Base Interest  payments
and  other operational needs.  These loans from Northbrook are
payable  interest only, mature on June 1, 1998  and  carry  an
interest rate per annum equal to the prime interest rate  plus
two  percent. Pursuant to the Indenture relating to the COLAS,
the  amounts  borrowed from Northbrook are considered  "Senior
Indebtedness" to the COLAS.

      As a result of the COLA repurchases, the Company retired
approximately $164 million face value of debt and recognized a
financial  statement gain in the second  quarter  of  1995  of
approximately  $32.5  million (net of income  taxes  of  $20.8
million,  the write-off of deferred financing costs  of  $10.0
million, the write-off of accrued contingent base interest  of
$5.7  million  and  expenses of $.9 million).   Such  gain  is
treated  as  cancellation  of  indebtedness  income  for   tax
purposes  and,  accordingly, the income taxes related  to  the
Class A Redemption Offer (approximately $9.1 million) will not
be  indemnified by the tax agreement with Northbrook (see Note
2).

     Pursuant  to the terms of the Indenture relating  to  the
COLAS, the Company is required to maintain a Value Maintenance
Ratio of 1.05 to 1.00. Such ratio is equal to the relationship
of the Company's Net Asset Value (defined as the excess of (i)
Fair Market Value of the gross assets of the Company over (ii)
the amount of the liabilities (excluding liabilities resulting
from   generally   accepted  accounting   principles   enacted
subsequent to the date of the Indenture) of the Company  other
than  the  outstanding principal balance  of  the  COLAS,  any
unpaid  Mandatory  and Contingent Base Interest,  and  certain
other liabilities, to the sum of (x) the outstanding principal
amount  of the COLAS, plus (y) any unpaid Base Interest,  plus
(z)  the  outstanding  principal balance of  any  Indebtedness
incurred  to  redeem  COLAS. The COLA Indenture  requires  the
Company  to  obtain independent appraisals of the fair  market
value  of  the  gross  assets  used  to  calculate  the  Value
Maintenance  Ratio  as  of December 31 in  each  even-numbered
calendar  year.  Accordingly, the Company obtained independent
appraisals  of  substantially all of  its  gross  real  estate
assets  as of December 31, 1994; the appraised values of  such
assets  ranged in total from approximately $600-$650  million.
In  odd-numbered years (during which time appraisals  are  not
required),  the Fair Market Value of the gross assets  of  the
Company  used  to  compute  the  Value  Maintenance  Ratio  is
determined  by the Company's management.  To the  extent  that
management  believes that the aggregate Fair Market  Value  of
the  Company's assets exceeds by more than 5% the Fair  Market
Value  of  such assets included in the most recent  appraisal,
the  Company must obtain an updated appraisal supporting  such
increase.  Management does not believe that the aggregate Fair
Market  Value of the Company's assets as of December 31,  1995
has  increased  by  more  than 5% from  the  appraisal  values
obtained  as  of December 31, 1994. Based on such values,  and
after   consideration   of  the  other   components   of   the
computation,  the  Company was in compliance  with  the  Value
Maintenance  Ratio as of December 31, 1994  and  December  31,
1995.   It  should be noted that the concept  of  Fair  Market
Value  is  intended to represent the value that an independent
arm's-length purchaser, seeking to utilize such asset for  its
highest   and   best   use,  would  pay  after   taking   into
consideration the risks and benefits associated with such  use
or development, current restrictions on development (including
zoning   limitations,   permitted   densities,   environmental
restrictions, restrictive covenants, etc.) and the  likelihood
of  changes to such restrictions; provided, however, that with
respect to any Fair Market Value determination of all  of  the
assets of the Company, such assets shall not be valued  as  if
sold in bulk to a single purchaser.  There can be no assurance
that the Company's properties can be ultimately sold at prices
equivalent to their appraised values.

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

      In April 1996, the Company reached an agreement to amend
the  loan  with the ERS, extending the maturity date for  five
years.   In exchange for the loan extension, the ERS  received
the right to participate in the "Net Disposition Proceeds" (as
defined)  related to the sale or the refinancing of  the  golf
courses or at the maturity of the loan.  The ERS share of  the
Net  Disposition Proceeds increases from 30% through June  30,
1997, to 40% for the period from July 1, 1997 to June 30, 1999
and   to  50%  thereafter.   The  loan  amendment  effectively
adjusted the interest rate as of January 1, 1995 to 9.5% until
June  30,  1996.  After June 30, 1996, the loan bears interest
at  a  rate  per  annum equal to 8.73%.   The  loan  amendment
requires the Company to pay interest at the rate of 7% for the
period  from January 1, 1995 to June 30, 1996, 7.5% from  July
1,  1996 to June 30, 1997, 7.75% from July 1, 1997 to June 30,
1998  and  8.5% thereafter ("Minimum Pay Rates"). The  Company
has  made payments in 1996 totaling $6.4 million, representing
the  minimum  interest  due  through  October  1,  1996.   The
scheduled minimum interest payments are paid quarterly on  the
principal  balance  of the $66 million loan.   The  difference
between  the accrued interest expense and the minimum interest
payment  accrues  interest and is payable on an  annual  basis
from  excess  cash flow, if any, generated from the  Kaanapali
Golf  Courses.  Although the outstanding loan balance  remains
nonrecourse,  certain  payments and  obigations  such  as  the
minimum interest payments and the ERS's share of appreciation,
if  any,  are recourse to the Company.  However, the Company's
obligations  to make future minimum interest payments  and  to
pay the ERS a share of appreciation would be terminated if the
Company  tendered an executed deed to the golf course property
to the ERS in accordance with the terms of the amendment.

      In  October  1993, Waikele Golf Club, Inc.  ("WGCI"),  a
wholly-owned subsidiary of the Company that owns and  operates
the Waikele Golf Course, obtained a five-year $20 million loan
facility  from  two  lenders.  The loan consists  of  two  $10
million  amortizing loans.  Each loan bears interest only  for
the  first two years and interest and principal payments based
upon  an assumed 20-year amortization period for the remaining
three  years.  The loans bear interest at prime plus 1/2%  and
LIBOR (5.4% at September 30, 1996) plus 3%, respectively.  The
loan  is secured by WGCI's assets (the golf course and related
improvements and equipment), is guaranteed by the Company, and
is   considered  "Senior  Indebtedness"  (as  defined  in  the
Indenture relating to the COLAS).

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

      A significant portion of the Company's cash needs result
from the nature of the real estate development business, which
requires   significant  investment  in  preparing  development
plans,   seeking  land  urbanization  and  other  governmental
approvals, and completing infrastructure improvements prior to
the realization of sales proceeds.  The Company has funded its
cash  requirements to date primarily through the use of short-
term  bank borrowings, long-term financing secured by its golf
courses  on  Maui  and  Oahu, borrowings from  affiliates  and
revenues  generated  from  the development  and  sale  of  its
properties  and investments.  Funding of the Company's  future
cash  requirements  is  dependent upon  obtaining  appropriate
financing and revenues generated from the development and sale
of  its  properties. Although under current market  conditions
development financing is difficult to obtain, the  Company  is
not  currently seeking this type of financing based  upon  the
stage of development of its various land holdings in Hawaii.

      In  order  to  generate additional cash  flows  for  the
Company,  management has identified certain land parcels  that
are not included in the Company's long-term development plans.
During  the nine months ended September 30, 1996, the  Company
generated  approximately $6.5 million from non-strategic  land
sales and an additional $5.5 million from the sale of 18  lots
at  its  Kaanapali Golf Estates development on the  island  of
Maui.  During 1995, the Company generated approximately  $30.8
million  in land sales, most of which related to non-strategic
parcels.   In  addition, during 1995 the Company  received  an
approximate   $1.0  million  deposit,  which  represents   the
purchase price for 10 acres on Oahu.

      At  September  30, 1996, the Company had cash  and  cash
equivalents of approximately $11.3 million.

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

      The  Company  does not expect to generate  a  sufficient
level of Net Cash Flow to pay Base Interest in excess of  four
percent for 1996.

      The  Company continues to implement certain cost savings
measures  and to defer development project costs  and  capital
expenditures for longer-term projects.  The Company's Property
segment  is  anticipated to expend an additional approximately
$3.9 million in project costs during the remainder of 1996.

    During 1995, the Company restructured its sugar operations
to   improve   efficiencies   and  reduce   costs,   including
consolidation  of the operations at its two Kauai  plantations
and  changing to a seasonal mode of operations at each of  its
plantations (consistent with other global sugar operations).

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

      In August 1993, the Company announced its plans to phase
out  the  sugar operations at its Oahu Sugar Company  by  mid-
1995,  such  phase out coinciding with the expiration  of  its
major  land lease on Oahu.  Oahu Sugar, which operated  almost
entirely  on  leased land, had incurred losses  in  its  sugar
operations  in  prior  years  and  expected  those  losses  to
continue in the future. Oahu Sugar completed the final harvest
of  its  crop  in April 1995. The Company has shut  down  Oahu
Sugar and any estimated future costs related to the shut  down
are  not  expected to have a material adverse  effect  on  the
financial  condition of the Company.  The Company is currently
pursuing  development of the fee simple land it owns  adjacent
to  the  Oahu Sugar mill site, including seeking the necessary
government approvals for a light industrial subdivision for  a
portion of the property, as discussed below.

 RESULTS OF OPERATIONS

     GENERAL:

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

      Effective January 1, 1993, the Company adopted SFAS  No.
109  -  Accounting for Income Taxes ("SFAS  No.  109").   This
statement   establishes  financial  accounting  and  reporting
standards for the effects of income taxes that result from  an
enterprise's  activities  during  the  current  and  preceding
years.   SFAS No. 109 changed the Company's previous  practice
in  that  it  requires the accrual of deferred taxes  and  the
recording  of a provision for taxes in the separate  financial
statements  of members of a consolidated tax group,  including
the recognition of deferred tax assets and liabilities for the
tax  effects  of differences between assigned values  and  tax
bases of assets acquired and liabilities assumed in the Merger
(see  Note  1). Accordingly, current and deferred  taxes  have
been  allocated  to  the  Company as if  the  Company  were  a
separate   taxpayer.    However,   in   general,    the    tax
indemnification  agreement does not  require  the  Company  to
actually pay income taxes; current taxes payable or receivable
(excluding  income  taxes which are directly  attributable  to
cancellation  of indebtedness income caused by the  repurchase
or redemption of securities as provided for in or contemplated
by  the  Repurchase Agreement) have been reflected  as  deemed
contributions  and distributions, respectively, to  additional
paid-in  capital  in  the accompanying consolidated  financial
statements.

      Accrued expenses decreased as of September 30,  1996  as
compared to December 31, 1995, primarily due to the timing  of
COLA  interest payments and the reclassification  of  deferred
interest on the ERS loan to non-current.

     Current portion of long-term debt decreased and long-term
debt  increased  as  of  September 30,  1996  as  compared  to
December  31,  1995, due primarily to the reclassification  of
the ERS loan from current to long-term (see Note 5).

      The  current portion of amounts due affiliates increased
as  of  September  30, 1996 as compared to December  31,  1995
primarily  due  to accrued interest on financing  provided  by
affiliates.

     Other long-term liabilities increased as of September 30,
1996  as  compared to December 31, 1995 primarily due  to  the
difference  between the interest expense accrued  and  minimum
interest payments required under the amended terms of the  ERS
loan.  (see Note 5).

      Interest  expense  increased for the nine  months  ended
September  30,  1996  as  compared to the  nine  months  ended
September  30, 1995 primarily due to interest expense  related
to  additional affiliated financing, partially offset  by  the
early retirement of Class A and Class B COLAS.




     AGRICULTURE:

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

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

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

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

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

      Receivables  increased  as  of  September  30,  1996  as
compared  to December 31, 1995 primarily due to the timing  of
payments for deliveries of raw sugar partially offset  by  the
collection  of  certain  insurance claims  outstanding  as  of
December 31, 1995.

      Inventories  decreased  as  of  September  30,  1996  as
compared  to December 31, 1995 primarily due to the timing  of
the harvesting of sugar cane.

     Agricultural revenues and cost of sales increased for the
three and nine months ended September 30, 1996 as compared  to
the  three  and nine months ended September 30,  1995  due  to
increased production, the timing of shipments of raw sugar  to
C&H and the closure of Oahu Sugar in April 1995.

     Agricultural operating loss decreased for the nine months
ended  September 30, 1996 as compared to the nine months ended
September  30,  1995 due to the amortization  of  unrecognized
gains related to postretirement benefit obligations and higher
cost in 1995 associated with the final phase of operations  at
Oahu Sugar.

     PROPERTY:

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

      For  the nine months ended September 30, 1996 and  1995,
the  Company generated approximately $12.0 million  and  $21.1
million of land sales, respectively.

      Property sales and cost of sales decreased for the  nine
months ended September 30, 1996 as compared to the nine months
ended  September  30, 1995 primarily due  to  the  receipt  of
proceeds related to certain contingent participation rights at
Waikele  in  1995  and  the decreased  sales  volume  of  non-
strategic land parcels, offset in part by increased  sales  at
the Kaanapali Golf Estates in 1996.

      In  1986,  the  Company entered  into  a  joint  venture
agreement  with  Tobishima  Pacific  Inc.,  a  wholly-   owned
subsidiary of a Japanese company ("Tobishima"), the purpose of
which is to plan, manage and develop approximately 96 acres of
beachfront  property at Kaanapali (known  as  "North  Beach").
The  joint  venture (in which the Company has a 50%  interest)
has  State  land  use  and  County zoning  approvals  for  the
subdivision and development of the infrastructure improvements
necessary  to accommodate up to 3,200 hotel and/or condominium
units  on  this  site.  This North Beach property  constitutes
nearly all of the remaining developable beachfront acreage  at
Kaanapali.    In   October   1992,   the   Company   completed
construction of a 3-acre park on the North Beach  site,  which
is  part  of  the  master plan for this  property  and  was  a
requirement  imposed  by  the  County  in  obtaining   certain
permits.  The development of North Beach continues to be  tied
to  the  completion  of the Lahaina bypass  highway  or  other
traffic  mitigation measures satisfactory to the  Maui  County
Planning  Commission.   The  Company  has  recently  submitted
proposed alternative traffic mitigation measures to the County
for approval.

     The Company is planning to develop a time-share resort on
14  acres  of  the North Beach property (the "Site").  A  land
option/purchase agreement was entered into with  Tobishima  in
October  1996.  This agreement gives the Company an option  to
purchase  Tobishima's 50% interest in the Site for $7 million.
The  Company does not expect to consummate the purchase  until
all   discretionary  land  use  permits   are   received   for
development of the time-share resort.  In accordance with  the
land  option/purchase  agreement,  the  Company  has  made   a
nonrefundable deposit of $.1 million (which may be applied  to
the  purchase  price)  to  keep the option  available  through
September 30, 1997.  Additional nonrefundable deposits may  be
made to extend the option through August 31, 2000.

      The  Company is currently filing development  plans  and
related  information  with the County  of  Maui  to  obtain  a
Special  Management  Area ("SMA") permit  for  the  time-share
resort.  Although there is no assurance that  the  SMA  permit
will  be  received (and that if such permit is received,  that
its  terms  will be acceptable to the Company), management  is
optimistic  that  the  Company  will  receive  the   necessary
approvals to proceed with the project.

      The Company believes that the potential for a successful
time-share development at North Beach will be greatly enhanced
by  the involvement of a company with past experience in time-
share development, and in the marketing and sale of time-share
intervals (one week ownership rights). Management has met with
various time-share developers to select a suitable partner for
the  project.  As of the date of this report, the  Company  is
negotiating the terms of a partnership agreement with one such
developer.  The  Company plans to have  a  majority  ownership
interest in the partnership.  After receipt of the SMA permit,
the partnership will need to arrange project financing for the
development   of   the   resort.   In   addition,   the   land
option/purchase    agreement   includes   short-term    seller
financing, which the partnership may decide to utilize.

      In  March  1991,  the Company received  final  land  use
approval  from the State for development of approximately  240
residential lots on approximately 125 acres of land  known  as
"South   Beach  Mauka",  located  adjacent  to  the   existing
Kaanapali  Beach  Resort.  In connection with  this  land  use
approval,  the  Company  has agreed to  the  State  policy  of
providing  additional housing on Maui in the affordable  price
range,  and to participating in the funding of the design  and
construction  of  the  planned bypass highway  extending  from
Lahaina  to  Kaanapali.  The  Company  has  entered   into   a
development   agreement   with   the   State   Department   of
Transportation  covering the Company's  participation  in  the
design and construction of the bypass highway development.  It
is anticipated that, upon the receipt of government approvals,
the  Company will expend up to $3.5 million (in the aggregate)
in the design of the bypass highway and/or the widening of the
existing  highway.  Financial participation by the Company  of
up  to $6.7 million for the construction of the bypass highway
is  subject  to  certain conditions related to certain  future
land  use  designations  and  zoning  of  Company  lands.  The
development and construction of the bypass highway is expected
to be a long-term project.

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

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

      The  Company is marketing Kaanapali Golf Estates, a  new
residential  community, which is part  of  South  Beach  Mauka
adjacent  to  the Kaanapali Beach Resort in West Maui.  During
the nine months ended September 30, 1996, the Company sold  18
homesites  for  approximately $5.5 million, which  includes  8
homesites  to  a  developer who plans to  construct  and  sell
houses  on these lots. The Company currently has six homesites
on the market, which are priced from approximately $.4 million
to $1 million.

      In 1995, the Company subdivided an ocean front parcel in
Kaanapali  into  six single family homesites of  approximately
one  acre  each.  The individual lot prices  range  from  $1.9
million  to  $2.4 million.  Sales of two of the  lots  in  the
project  closed  in  December  1995,  generating  total  sales
proceeds  of  approximately  $4.1  million.   The  Company  is
marketing the remaining four lots.

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

      The Company is currently developing the approximately 60
acres  of  fee  simple land it owns at the mill site  of  Oahu
Sugar Company (the plantation was shut down in 1995), and  has
begun   the   process  of  seeking  the  necessary  government
approvals   for   a   light  industrial  subdivision   on   an
approximately 37-acre portion of the property, which  excludes
property containing the sugar mill and adjacent buildings.  In
connection with the development of this property, the  Company
has  received state land use urbanization for the  entire  60-
acre   site.   In  addition,  the  Company  has  received   an
"industrial"  city  development  plan  designation   for   the
proposed 37-acre light industrial subdivision.

      In  June 1994, the Company submitted a Land Use Boundary
Amendment  Petition  with  the  State  of  Hawaii   Land   Use
Commission  ("LUC")  and a General Plan Amendment  Application
with the County of Kauai for the urbanization of approximately
552   acres   of  land  on  Kauai  currently  in  sugar   cane
cultivation.  The proposed project is planned to  be  a  mixed
use  master planned community which will include a variety  of
both  affordable and market rate residential units, commercial
and  industrial projects and a number of community and  public
based  facilities.  The filing of these land use  applications
is  the  first  step required in converting agriculture  zoned
land  into urban zoned land.  There are a number of additional
reports,  studies,  applications  and  permits  that  will  be
required before final land use approvals are obtained.  In May
1995, the County of Kauai approved the Company's General  Plan
Amendment  Application, subject to a number of conditions  (to
be  addressed during the subsequent zoning amendment process).
In  December  1995, the LUC granted the Company the  land  use
amendments  sought  by  the Company subject  to  a  number  of
conditions.   In  May  1996,  the Kauai  County  approved  the
Company's   application  to  rezone   the   project.    Before
construction  can commence, the Company must  satisfy  several
conditions  imposed  during the approval  process  and  obtain
additional administrative development permits for requirements
such  as  grading and subdivision. The permitting  process  in
Hawaii  has  historically been a very  difficult  and  arduous
process  and  there is no guarantee that all permits  will  be
obtained.  Once  construction  commences,  subject  to  market
conditions, the project is expected to span over 20 years.


PART II.  OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS

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

<TABLE>

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

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

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

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

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

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

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

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



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

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

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

                                   4.10   Amendment   to   the
                      $66,000,000  loan  with  the  Employees'
                      Retirement System of the State of Hawaii
                      to  Amfac/JMB Hawaii, Inc. as  of  April
                      18, 1996.

                                  4.11  Amended  and  Restated
                      $52,000,000    Promissory    Note     to
                      Northbrook  Corporation  from  Amfac/JMB
                      Hawaii,   Inc.  extended  and   reissued
                      effective June 1, 1996.

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

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

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

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

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

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

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

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

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

                                     10.9*     General Lease S-
                      4229,  dated February 25, 1969,  by  and
                      between  the  State of  Hawaii,  by  its
                      Board of Land and Natural Resources  and
                      Pioneer Mill Company, Limited.
                      
                                     10.10*    Honokohau Water
                      License,   dated  December   22,   1980,
                      between Maui Pineapple Company Ltd.  and
                      Pioneer Mill Company, Limited.
                      
                                     10.11*    Water Licensing
                      Agreement, dated September 22, 1980,  by
                      and   between  Maui  Land  &   Pineapple
                      Company, Inc. and Amfac, Inc.

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

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

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

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

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

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

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

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

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

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

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

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

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

*****     Previously filed as exhibit to the Company's Form 10-
K  report under the Securities Act of 1934 (File No. 33-24180)
filed on May 29, 1993 and hereby incorporated by reference.

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

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

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

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

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



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


                   AMFAC/JMB HAWAII, INC.




                   By:    Gary Smith
                          Vice President
                   Date:  November 7, 1996


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




                         Gary Smith
                         Principal Accounting Officer
                   Date: November 7, 1996
                           
                           
                           SIGNATURES



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


                   AMFAC/JMB FINANCE, INC.




                   By:      Gary Smith
                            Vice President
                   Date:    November 7, 1996


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




                            Gary Smith
                            Principal Accounting Officer
                   Date:    November 7, 1996
                           
                           
                           SIGNATURES



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


                   AMFAC PROPERTY DEVELOPMENT CORP.




                   By:      Gary Smith
                            Vice President
                   Date:    November 7, 1996


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




                            Gary Smith
                            Principal Accounting Officer
                   Date:    November 7, 1996
                           
                           
                           
                           SIGNATURES



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


                   AMFAC PROPERTY INVESTMENT CORP.




                   By:      Gary Smith
                            Vice President
                   Date:    November 7, 1996


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




                            Gary Smith
                            Principal Accounting Officer
                   Date:    November 7, 1996

                           
                           SIGNATURES



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


                   AMFAC SUGAR AND AGRIBUSINESS, INC.




                   By:      Gary Smith
                            Vice President
                   Date:    November 7, 1996


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




                            Gary Smith
                            Principal Accounting Officer
                   Date:    November 7, 1996
                           
                           
                           SIGNATURES



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


                   KAANAPALI WATER CORPORATION




                   By:      Gary Smith
                            Vice President
                   Date:    November 7, 1996


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




                            Gary Smith
                            Principal Accounting Officer
                   Date:    November 7, 1996
                           
                           
                           SIGNATURES



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


                   AMFAC AGRIBUSINESS, INC.




                   By:      Gary Smith
                            Vice President
                   Date:    November 7, 1996


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




                            Gary Smith
                            Principal Accounting Officer
                   Date:    November 7, 1996
                           
                           
                           SIGNATURES



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


                   KEKAHA SUGAR COMPANY, LIMITED




                   By:      Gary Smith
                            Vice President
                   Date:    November 7, 1996


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




                            Gary Smith
                            Principal Accounting Officer
                   Date:    November 7, 1996
                           
                           
                           SIGNATURES



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


                   THE LIHUE PLANTATION COMPANY, LIMITED




                   By:      Gary Smith
                            Vice President
                   Date:    November 7, 1996


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




                            Gary Smith
                            Principal Accounting Officer
                   Date:    November 7, 1996

                           
                           SIGNATURES



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


                   OAHU SUGAR COMPANY, LIMITED




                   By:      Gary Smith
                            Vice President
                   Date:    November 7, 1996


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




                            Gary Smith
                            Principal Accounting Officer
                   Date:    November 7, 1996
                           
                           
                           
                           SIGNATURES



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


                   PIONEER MILL COMPANY, LIMITED




                   By:      Gary Smith
                            Vice President
                   Date:    November 7, 1996


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




                            Gary Smith
                            Principal Accounting Officer
                   Date:    November 7, 1996
                           
                           
                           SIGNATURES



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


                   PUNA SUGAR COMPANY, LIMITED




                   By:      Gary Smith
                            Vice President
                   Date:    November 7, 1996


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




                            Gary Smith
                            Principal Accounting Officer
                   Date:    November 7, 1996
                           
                           
                           
                           SIGNATURES



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


                   H. HACKFELD & CO., LTD.




                   By:      Gary Smith
                            Vice President
                   Date:    November 7, 1996


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




                            Gary Smith
                            Principal Accounting Officer
                   Date:    November 7, 1996
                           
                           
                           SIGNATURES



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


                   WAIAHOLE IRRIGATION COMPANY, LIMITED




                   By:      Gary Smith
                            Vice President
                   Date:    November 7, 1996


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




                            Gary Smith
                            Principal Accounting Officer
                   Date:    November 7, 1996
                           
                           
                           SIGNATURES



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


                   WAIKELE GOLF CLUB, INC.




                   By:      Gary Smith
                            Vice President
                   Date:    November 7, 1996


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




                            Gary Smith
                            Principal Accounting Officer
                   Date:    November 7, 1996