2
  

             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, 1997  Commission File Number 33-24180

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


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

For the quarter ended September 30, 1997  Commission File Number 33-24180-01

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


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

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


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


See Table of Additional Registrants Below.


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

As  of  November 14, 1997, each of Amfac/JMB Hawaii, Inc.  and
Amfac/JMB  Finance,  Inc. had 1,000  shares  of  Common  Stock
outstanding.  All such Common Stock is owned by its respective
parent and not traded on a public market.






                   ADDITIONAL REGISTRANTS (1)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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




PART I   FINANCIAL INFORMATION


Item 1.  Financial Statements                                   4

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




PART II  OTHER INFORMATION


Item 1.  Legal Proceedings                                34
                                                      
Item 6.  Exhibits and Reports on Form 8-K                 34


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

                       Consolidated Balance Sheets

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

                              A S S E T S
<CAPTION>
                                         September 30,    December 31,
                                             1997             1996
                                       --------------    --------------
<S>                                      <C>                <C>
A S S E T S
Current assets:
 Cash and cash equivalents                 $18,561             8,736
 Receivables-net                            11,566             4,741
 Inventories                                41,704            56,808
 Prepaid expenses                            2,598             3,439
                                          --------          --------
     Total current assets                   74,429            73,724
                                          --------          --------
Investments                                 46,536            46,187
                                          --------          --------
Property, plant and equipment:
 Land and land improvements                282,071           289,294
 Machinery and equipment                    61,964            60,981
 Construction in progress                    2,200             1,365
                                          --------          --------
                                           346,235           351,640
 Less accumulated depreciation
 and amortization                           38,001            33,856
                                          --------          --------
                                           308,234           317,784

Deferred expenses, net                      12,197            12,975
Other assets                                37,448            32,935
                                          --------          --------
                                        $  478,844           483,605
                                         ==========        ==========
L I A B I L I T I E S
Current liabilities:
 Accounts payable                       $    6,230             5,719
 Accrued expenses                            7,421             9,274
 Current portion of
 long-term debt                              1,228             1,471



                            AMFAC/JMB HAWAII, INC.

                    Consolidated Balance Sheets - Continued

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

                                          September 30,    December 31,
                                              1997             1996
                                          -------------    -------------
 Current portion of
 deferred income taxes                       4,761             5,422
 Amounts due to affiliates                  10,494             8,905
                                          --------          --------
 Total current liabilities                  30,134            30,791
                                          --------          --------
Amounts due to affiliates                  128,836           103,579
Accumulated postretirement
benefit obligation                          54,713            57,662
Long-term debt                             105,037           100,606
Other long-term liabilities                 35,117            35,501
Deferred income taxes                       86,504            88,345
Certificate of Land
Appreciation Notes                         220,692           220,692
                                          --------          --------
 Total liabilities                         661,033           637,176
                                          --------          --------
Commitments and contingencies
(notes 2, 3, 4, 6, 7 and 8)


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

Common stock, no par value;
 authorized, issued and
 outstanding 1,000 shares                         1                1
Additional paid-in capital                   (3,113)           6,278
Retained earnings (deficit)                (179,077)        (159,850)
                                          ---------          ---------

 Total stockholder's equity
 (deficit)                                 (182,189)        (153,571)
                                          ---------         ---------
                                         $  478,844          483,605
                                          ============     ===========

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

<TABLE>
                     AMFAC/JMB HAWAII, INC.
             Consolidated Statements of Operations
    Three and Nine Months Ended September 30, 1997 and 1996
                     (Dollars in Thousands)
                          (Unaudited)

<CAPTION>
                               Three Months Ended        Nine Months Ended
                                 September 30               September 30
                             --------------------      ---------------------
                                 1997     1996              1997    1996
                               -------   -------          ------   ------
<S>                            <C>     <C>              <C>      <C>
Revenue:
   Agriculture                 $17,508    19,081          25,774    41,513
    Property                    13,880     8,319          33,462    29,902
                               -------   -------         -------    -------
                                31,388    27,400          59,236    71,415
                               -------   -------         -------    -------
Cost of sales:
    Agriculture                18,530     20,573          25,948    42,218
    Property                   12,117      4,547          28,330    18,271
                              -------     -------        --------  -------
                               30,647     25,120          54,278    60,489
Selling, general
and administrative              2,754      3,018           9,332     8,960
Depreciation and
amortization                    1,523      1,539           4,572     4,689
                               -------   -------         -------    -------
Total costs and expenses       34,924     29,677          68,182    74,138

Operating  loss                (3,536)    (2,277)         (8,946)   (2,723)
                               -------    -------         -------   -------
Non-operating income
(expenses):
 Amortization of
   financing costs               (301)      (185)         (1,022)     (952)
  Interest  expense            (7,431)    (6,892)        (21,438)  (20,290)
 Interest income                  206         96             286       258
                               -------    -------        -------   -------
                               (7,526)    (6,981)        (22,174)  (20,984)
                               -------    -------        -------   -------
  Loss  before  taxes         (11,062)    (9,258)        (31,120)  (23,707)

  Income  tax  benefit          4,202      3,327          11,893     8,720
                              -------     -------        -------    -------

Net loss                      $(6,860)    (5,931)        (19,227)  (14,987)
                              ========    =======        =======    =======
<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, 1997 and 1996

                     (Dollars in Thousands)
                          (Unaudited)
<CAPTION>
                                                   1997            1996
                                                 --------        --------
<S>                                             <C>            <C>
Cash flows from operating activities:
  Net  loss                                     $(19,227)        (14,987)
 Items not requiring (providing) cash:
   Depreciation and amortization                   4,572           4,689
   Amortization of deferred costs                  1,022             952
   Equity in earnings of investments                  10              23
    Income  tax benefit                          (11,893)         (8,720)
   Deferred interest                                 790           2,883

Changes in:
   Receivables - net                              (6,825)         (4,422)
   Inventories                                    21,998          14,407
   Prepaid expenses                                  841            (928)
   Accounts payable                                  511          (1,901)
   Accrued expenses                               (1,853)          (7,29)
   Amounts due to affiliates                       1,589           5,052
   Other long-term liabilities                    (3,540)         (3,557)
                                                  --------       --------
   Net cash used in
    operating activities                         (12,005)        (13,803)
                                                  --------       --------
Cash flows from investing activities:
 Property additions                               (1,945)         (1,940)
 Property disposals and retirements -
    net                                               29              29
 Investments in joint ventures
 and partnerships                                   (359)           (141)
 Other assets                                     (4,513)         (2,721)
 Other long-term liabilities                        (583)            815
                                                  --------       --------
Net cash used in
 investing activities                             (7,371)         (3,958)
                                                  --------       --------
                    AMFAC/JMB HAWAII, INC.

          Consolidated Statements of Cash Flows - Continued

            Nine Months Ended September 30, 1997 and 1996
                    (Dollars in Thousands)
                         (Unaudited)

                                                    1997           1996
                                                 -------         --------
Cash flows from financing activities:
 Deferred expenses                                  (244)            21
 Net borrowings (repayments) of
 long-term debt                                    4,188         (1,425)
 Amounts due to affiliates                        25,257         18,746
                                                ---------       --------
 Net cash provided by financing
 activities                                       29,201         17,342
                                                ---------       --------
 Net increase (decrease) in cash
 and cash equivalents                              9,825           (419)
 Cash and cash equivalents,
 beginning of year                                 8,736         11,745
                                                ---------       --------
 Cash and cash equivalents,
 end of period                                   $18,561         11,326
                                                =========      ========
Supplemental disclosure of cash flow
information:
 Cash paid for interest
 (net of amount capitalized)                     $14,229         17,290
                                               =========        ========
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                                   $ 6,894          2,654
                                               =========       ========




<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, 1997 and 1996

                        (Dollars in Thousands)

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

(1)  BASIS OF ACCOUNTING

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

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

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

      The  Company's policy is to consider all amounts held  with
original  maturities of three months or less in  U.S.  Government
obligations,  certificates  of deposit  and  money  market  funds
(approximately  $15,743  and $4,900 at  September  30,  1997  and
December  31,  1996,  respectively) as  cash  equivalents,  which
approximates market.  These amounts include $2,502 and $1,552  at
September  30,  1997  and December 31, 1996, respectively,  which
were  restricted primarily to fund debt service on long-term debt
related  to  the  acquisition of power generation equipment  (see
note 4).

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

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

                         AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

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

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

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

      Interest  is  capitalized to qualifying assets (principally
real estate under development) during the period that such assets
are  undergoing  activities necessary to prepare them  for  their
intended  use.  Such capitalized interest is charged to  cost  of
sales  as revenue from the real estate development is recognized.
Interest  costs  of $1,235 and $0 have been capitalized  for  the
nine months ended September 30, 1997 and 1996, respectively.

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

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

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

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

                         AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

(2)  AMOUNTS DUE TO AFFILIATES - FINANCING

      The  approximately $15,097 of remaining acquisition-related
financing owed to affiliates had a maturity date of June 1,  1998
and  bore  interest  at  a rate per annum based  upon  the  prime
interest rate (8.5% at September 30, 1997), plus 1%.

       On  June  1,  1995,  the  Company  borrowed  $52,000  from
Northbrook  to  redeem Class A COLAS pursuant to  the  Redemption
Offer  (see note 3).  The Company has also borrowed approximately
$18,746  and $9,814 during 1996 and 1995, respectively,  to  fund
COLA  Mandatory  Base  Interest payments  and  other  operational
needs.  The  loans  from Northbrook were payable  interest  only,
matured  on June 1, 1998 and carried an interest rate  per  annum
equal to the prime interest rate plus 2%.

     In February 1997 the above noted affiliate loans, along with
certain other amounts due Northbrook, were converted into  a  new
ten-year note payable. The new note is payable interest only  and
accrues  interest at the prime rate plus 2%. The Company borrowed
an  additional $16,628 during the nine months ended September 30,
1997  to  fund  COLA Mandatory Base Interest payments  and  other
operational  needs.  The  total  amount  due  Northbrook  as   of
September 30, 1997 was $128,836, which includes accrued  interest
of  $8,629.   In October 1997, the Company repaid $7,000  of  the
amount  due to Northbrook. Pursuant to the Indenture relating  to
the  COLAS,  the amounts borrowed from Northbrook are  considered
"Senior Indebtedness" to the COLAS.

(3)  CERTIFICATE OF LAND APPRECIATION NOTES

      The  COLAS  are unsecured debt obligations of the  Company.
Interest on the COLAS is payable semi-annually on February 28 and
August  31 of each year.  The COLAS mature on December 31,  2008,
and bear interest after the Final Issuance Date (August 31, 1989)
at  a  rate of 10% per annum ("Base Interest") of the outstanding
principal  balance  of the COLAS on a cumulative,  non-compounded
basis,  of  which  6% per annum is contingent  ("Contingent  Base
Interest") and payable only to the extent of Net Cash  Flow  (Net
Cash  Flow for any period is generally an amount equal to 90%  of
the  Company's  net  cash revenues, proceeds and  receipts  after
payment  of cash expenditures, including the Qualified  Allowance
(as  defined) other than federal and state income taxes and after
the  establishment by the Company of reserves) or Maturity Market
Value  (as  defined  below).  The Company  has  not  generated  a
sufficient level of Net Cash Flow to pay Contingent Base Interest
on  the  COLAS  from 1990 through the current date. Approximately
$96,476 of the $104,100 cumulative deficiency of Contingent  Base
Interest  related  to  the period from  August  31,  1989  (Final
Issuance Date) through September 30, 1997 has not been accrued in
the accompanying consolidated financial statements as the Company
believes  that it is not probable at this time that a  sufficient
level  of Net Cash Flow will be generated in the future  or  that
there will be sufficient Maturity Market Value (as defined below)
as  of  December 31, 2008 (the COLA maturity date)  to  pay  such
unaccrued  Contingent Base Interest.  The following  table  is  a
summary  of Mandatory Base Interest and Contingent Base  Interest
for  the nine months ended September 30, 1997 and the year  ended
December 31, 1996:

                                          1997      1996
Mandatory Base Interest paid            $8,828     8,828
Contingent Base Interest paid              --        --
Cumulative deficiency of Contingent
  Base Interest at end of period     $ 104,100    94,169

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

                         AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

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

      On March 14, 1989, Amfac/JMB Finance ("Finance"), a wholly-
owned  subsidiary of Northbrook, and the Company entered into  an
agreement   (the  "Repurchase  Agreement")  concerning  Finance's
obligations  to repurchase, on June 1, 1995 and 1999,  the  COLAS
upon  request of the holders thereof.  The COLAS were  issued  in
two  units  consisting of one Class A and one Class B  COLA.   As
specified  in  the  Repurchase Agreement, the repurchase  of  the
Class  A  COLAS  may have been requested by the holders  of  such
COLAS  on June 1, 1995 at a price equal to the original principal
amount  of  such COLAS ($.5) minus all payments of principal  and
interest  allocated to such COLAS. The cumulative  interest  paid
per  Class  A COLA through June 1, 1995 was $.135. The repurchase
of  the  Class B COLAS may be requested of Finance by the holders
of  such  COLAS on June 1, 1999 at a price equal to 125%  of  the
original  principal amount of such COLAS ($.5) minus all payments
of  principal and interest allocated to such COLAS.  Through  the
date of this report, the cumulative interest paid per Class A and
Class B COLA is approximately $.185 and $.185, respectively.

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

      On  March 15, 1995, pursuant to the indenture that  governs
the terms of the COLAS (the "Indenture"), the Company elected  to
offer  to redeem (the "Redemption Offer") all Class A COLAS  from
the registered holders at the same price as would be required  of
Finance  under  the  Repurchase  Agreement,  thereby  eliminating
Finance's  obligation  to  satisfy the Class  A  COLA  repurchase
options  requested by such holders as of June 1, 1995.   Pursuant
to  the Redemption Offer, and in accordance with the terms of the
Indenture,  the Company was therefore obligated to  purchase  any
and  all Class A COLAS submitted pursuant to the Redemption Offer
at  a  price of $.365 per Class A COLA.  In conjunction with  the
Company's Redemption Offer, the Company made a tender offer  (the
"Tender Offer") to purchase up to approximately $68,000 principal
value  of the Class B COLAS at a price of $.220 per Class B  COLA
from   COLA  holders  electing  to  have  their  Class  A   COLAS
repurchased.  Approximately 229,000 Class A COLAS were  submitted
for    repurchase    pursuant   to  the  Redemption   Offer   and
approximately
99,000  Class B COLAS were submitted for repurchase  pursuant  to
the  Tender Offer, requiring an aggregate payment by the  Company
of  approximately $105,450 on June 1, 1995.  The Company used its
available  cash to purchase Class B COLAS pursuant to the  Tender
Offer  and borrowed $52,000 from Northbrook to purchase  Class  A
COLAS pursuant to the Redemption Offer. As of September 30, 1997,
the   Company  had  approximately  156,000  Class  A  COLAS   and
approximately 286,000 Class
                        AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                        (Dollars in Thousands)

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

      As  a  result of the COLA repurchases in 1995, the  Company
retired  approximately $164,045 in face value of  COLA  debt  and
recognized  a  financial statement gain in 1995 of  approximately
$32,544  (net  of  income  taxes of  $20,807,  the  write-off  of
deferred  financing  costs of $10,015, the write-off  of  accrued
Contingent  Base Interest of $5,667 and expenses of  $894).  Such
gain  was treated as cancellation of indebtedness income for  tax
purposes  and,  accordingly, the  income taxes   related  to  the
Class   A  Redemption  Offer  (approximately  $9,106)  were   not
indemnified by the tax agreement with Northbrook (see note 1).

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

(4)  LONG-TERM DEBT

      In  June  1991,  the Company obtained a  five-year  $66,000
nonrecourse  loan from the Employees' Retirement  System  of  the
State  of Hawaii ("ERS"). The loan is secured by a first mortgage
on   the  Kaanapali  Golf  Courses,  and  is  considered  "Senior
Indebtedness"  (as  defined  in the  Indenture  relating  to  the
COLAS).  The loan bore interest at a rate per annum equal to  the
greater  of (i) the base interest rate announced by the  Bank  of
Hawaii on the first of July for each year or (ii) ten percent per
annum  through  September 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 with the ERS
to  amend  the loan, extending the maturity date for five  years.
In exchange for the loan extension, the ERS received the right to
participate  in  the  "Net  Disposition  Proceeds"  (as  defined)
related to the sale or refinancing of the golf courses or at  the
maturity  of  the  loan.  The ERS share of  the  Net  Disposition
Proceeds  increases from 30% through September 30, 1997,  to  40%
for the period from July 1, 1997 to September 30, 1999 and to 50%
thereafter. The loan amendment effectively adjusted the  interest
rate  as  of  January 1, 1995 to 9.5% until September  30,  1996.
After  September 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  September 30, 1996, 7.5% from July 1, 1996 to September
30,  1997, 7.75% from July 1, 1997 to September 30, 1998 and 8.5%
thereafter ("Minimum Interest"). Accrued Minimum Interest  as  of
September  30,  1997 was $1,289. The scheduled  Minimum  Interest
payments  are  paid  quarterly on the principal  balance  of  the
$66,000  loan.   The  difference  between  the  accrued  interest
expense and the Minimum Interest payment accrues interest and  is
payable  on  an  annual  basis from excess  cash  flow,  if  any,
generated from the Kaanapali Golf Courses.  The accrued  interest
payable  from  excess cash flow was $3,940 as  of  September  30,
1997.  Although the outstanding loan balance remains nonrecourse,
certain  payments  and obligations, such as the Minimum  Interest
payments  and  the  ERS's  share of  appreciation,  if  any,  are
recourse  to the Company.  However, the Company's obligations  to
make  future Minimum Interest payments and to pay the ERS a share
of  appreciation would be terminated if the Company  tendered  an
executed  deed  to  the  golf  course  property  to  the  ERS  in
accordance with the terms of the amendment.

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

      In  January  1993,  The Lihue Plantation  Company,  Limited
("Lihue")  obtained  a ten-year $13,250 loan  used  to  fund  the
acquisition  of Lihue's power generation equipment.  The  $13,250
loan,   constituting  "Senior  Indebtedness"  under  the   COLAS'
Indenture,  consists  of two ten-year amortizing  term  loans  of
$10,000  and  $3,250, respectively, payable in forty  consecutive
installments commencing July 1, 1993 in the principal  amount  of
$250  and  $81,  respectively  (plus  interest).   The  remaining
balance of the $3,250 loan was fully repaid in January 1997.  The
$10,000 loan has an outstanding balance of $5,418 as of September
30,  1997 and bears interest at a rate equal to prime rate  (8.5%
at September 30, 1997) plus three and one half percent. Lihue has
purchased  an  interest  rate agreement  which  protects  against
fluctuations  in interest rates and effectively  caps  the  prime
rate  at  eight  percent for the first seven years  of  the  loan
agreement.  The  loan  is secured by the Lihue  power  generation
equipment,  sugar  inventories  and  receivables,  certain  other
assets  and real property of the Company and has limited recourse
to the Company and certain other subsidiaries.

     In October 1993, Waikele Golf Club, Inc. ("WGCI"), a wholly-
owned  subsidiary  of  the Company that  owns  and  operates  the
Waikele  Golf Course, obtained a five year $20,000 loan  facility
from  two  lenders. The loan consisted of two $10,000  amortizing
loans.  Each loan bore interest only for the first two years  and
interest  and  principal payments based upon an assumed  20  year
amortization period for the remaining three years. The loans bore
interest  at prime plus 1/2% and LIBOR (5.6563% at September  30,
1997) plus 3%, respectively. In February 1997, WGCI entered  into
an  amended and restated loan agreement with the Bank of  Hawaii,
whereby  the  outstanding  principal  amount  of  the  loan   was
increased to $25,000, the maturity date was extended to  February
2007,  the  interest rate was changed to LIBOR plus 2% until  the
fifth  anniversary and LIBOR plus 2.25% thereafter and  principal
is  to be repaid based on a 30-year amortization schedule. As  of
September  30,  1997,  the  outstanding  principal  balance   was
$24,847, with scheduled remaining annual principal maturities  of
$38  in  1997,  $228  in  1998,  1999,  2000,  2001  and  $23,897
thereafter. The loan is secured by WGCI's assets (the golf course
and  related  improvements and equipment), is guaranteed  by  the
Company,  and is considered "Senior Indebtedness" (as defined  in
the Indenture relating to the COLAS).

     In December 1996, Amfac Property Development Corp., a wholly-
owned subsidiary of the Company, obtained a $10,000 loan facility
from a Hawaii bank. The loan is secured by a mortgage on property
under  development  at  the mill-site of Oahu  Sugar  (the  sugar
plantation  was  closed  in  1995),  and  is  considered  "Senior
Indebtedness"  (as  defined  in the  Indenture  relating  to  the
COLAS).  The loan bears interest at the bank's base rate (8.5% at
September 30, 1997) plus .5% and matures on December 1, 1998.


                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                     (Dollars in Thousands)

(5)  SEGMENT INFORMATION

     Agriculture and Property comprise separate industry segments
of  the Company.  "Operating Income-Other" consists primarily  of
unallocated  overhead expenses and "Total Assets-Other"  consists
primarily  of  cash and deferred expenses.  Total assets  at  the
balance  sheet  dates and capital expenditures, operating  income
(loss)  and depreciation and amortization during the nine  months
ended  September 30, 1997 and 1996 are set forth  below  by  each
industry segment:
<TABLE>
<CAPTION>
                                       September 30,    December 31,
                                           1997             1996
                                       ---------         ---------
<S>                                     <C>         <C>
Total Assets:
   Agriculture                         $228,375           239,222
   Property                             223,527           225,372
   Other                                 26,942            19,011
                                       ---------         ---------
                                       $478,844           483,605
                                       =========         =========
                                       Nine Months      Nine Months
                                          Ended             Ended
                                      September 30,     September 30,                                           1997       1996
                                       -----------       -----------
Capital Expenditures:
 Agriculture                            $1,474              1,351
 Property                                  458                589
 Other                                      13                 --
                                        ---------         ---------
                                        $1,945              1,940
                                        =========         =========

Operating income (loss):
 Agriculture                           $(3,562)            (4,235)
 Property                               (2,237)             3,257
 Other                                  (3,147)            (1,745)
                                       ---------          ---------
                                       $(8,946)            (2,723)
                                      ==========          =========
Depreciation and amortization:
 Agriculture                            $2,953              3,095
 Property                                1,574              1,537
 Other                                      45                 57
                                      ---------          ---------
                                        $4,572              4,689
                                      =========          =========
</TABLE>
                         AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

(6)  TRANSACTIONS WITH AFFILIATES

      The  Company  incurred  interest expense  of  approximately
$8,629  for  the  nine  months  ended  September  30,  1997   and
approximately $6,520 for the nine months ended September 30, 1996
in  connection  with  the  acquisition and  additional  financing
obtained  from  an  affiliate.   Approximately  $8,629  of   such
interest was unpaid as of September 30, 1997.

     With respect to any calendar year, JMB or its affiliates may
receive  a  Qualified  Allowance in  an  amount  equal  to:   (i)
approximately  $6,200  during each of  the  calendar  years  1989
through  1993, and (ii) thereafter, 1-1/2% per annum of the  Fair
Market Value (as defined) of the gross assets of the Company  and
its  subsidiaries  (other  than cash  and  cash  equivalents  and
Excluded  Assets  (as  defined)) for providing  certain  advisory
services  for the Company. The aforementioned advisory  services,
which  are  provided  pursuant to a  30-year  Services  Agreement
entered into between the Company, certain of its subsidiaries and
JMB  in  November  1988,  include making recommendations  in  the
following  areas:  (i) the construction and development  of  real
property; (ii) land use and zoning changes; (iii) the timing  and
pricing  of  properties to be sold; (iv)  the  timing,  type  and
amount   of  financing  to  be  incurred;  (v)  the  agricultural
business;   and,   (vi)  the  uses  (agricultural,   residential,
recreational or commercial) for the land. However, the  Qualified
Allowance  shall  be  earned and paid  for  each  year  prior  to
maturity  of  the COLAS only if the Company generates  sufficient
Net  Cash  Flow to pay Base Interest to the holders of the  COLAS
for such year of an amount equal to 8% of the average outstanding
principal balance of the COLAS for such year; any portion of  the
Qualified Allowance not paid for any year shall cumulate  without
interest and JMB or its affiliates shall be paid such amount with
respect  to  any  succeeding  year,  after  the  payment  of  all
Contingent Base Interest for such year, to the extent of 100%  of
remaining Net Cash Flow until an amount equal to 20% of the  Base
Interest with respect to such year has been paid, and thereafter,
to  the  extent  of the product of (a) remaining Net  Cash  Flow,
multiplied  by  (b) a fraction, the numerator  of  which  is  the
cumulative deficiency as of the end of such year in the Qualified
Allowance  and  the  denominator of  which  is  the  sum  of  the
cumulative  deficiencies  as of the  end  of  such  year  in  the
Qualified Allowance and Base Interest. A Qualified Allowance  for
1989  of  approximately  $6,200 was paid on  February  28,  1990.
Approximately  $54,400  of  Qualified Allowance  related  to  the
period  from  January 1, 1991 through December 31, 1996  has  not
been  earned and paid, and is payable only from future  Net  Cash
Flow.  Accordingly, because the Company does not  believe  it  is
probable  at this time that a sufficient level of Net  Cash  Flow
will  be generated in the future to pay Qualified Allowance,  the
Company  has  not  accrued  for any Qualified  Allowance  in  the
accompanying consolidated financial statements. JMB has  informed
the  Company  that  no incremental costs or  expenses  have  been
incurred  relating  to the provision of these advisory  services.
The  Company  believes that using an incremental cost methodology
is  reasonable. The following table is a summary of the Qualified
Allowance for the year ended December 31, 1996:

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






                       AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)


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

      After the maturity date of the COLAS, JMB will continue  to
provide advisory services pursuant to the Services Agreement, the
Qualified Allowance for such years will continue to be 1-1/2% per
annum of the Fair Market Value of the gross assets of the Company
and its subsidiaries and the Qualified Allowance will continue to
be   payable  from  the  Company's  Net  Cash  Flow.   Upon   the
termination  of  the Services Agreement, if there  has  not  been
sufficient Net Cash Flow to pay the cumulative deficiency in  the
Qualified  Allowance, if any, such amount would  not  be  due  or
payable to JMB.

      The  Company,  its subsidiaries, and their  joint  ventures
reimburse  Northbrook,  JMB  and  their  affiliates  for   direct
expenses incurred on their behalf, including salaries and salary-
related  expenses incurred in connection with the  management  of
the  Company's  or  its  subsidiaries' and  the  joint  ventures'
operations.  The total of such costs was approximately  $600  for
the  nine months ended September 30, 1997 and approximately  $463
for  the nine months ended September 30, 1996; approximately $600
of  such costs were unpaid as of September 30, 1997. In addition,
as  of  September 30, 1997, the other amounts due  to  affiliates
includes $9,106 of income tax payable related to the Class A COLA
Redemption  Offer  (see note 3). Also, the Company  pays  a  non-
accountable reimbursement of approximately $30 per month  to  JMB
or  its affiliates in respect of general overhead expense, all of
which was paid as of September 30, 1997.

       JMB  Insurance  Agency,  Inc.  earns  insurance  brokerage
commissions  in  connection  with  providing  the  placement   of
insurance  coverage for certain of the properties and  operations
of  the  Company.   Such  commissions  are  comparable  to  those
available  to  the Company in similar dealings with  unaffiliated
third parties.  The total of such commissions for the nine months
ended September 30, 1996 was approximately $478 and approximately
$657  for the nine months ended September 30, 1997, all of  which
was paid as of September 30, 1997.

      Northbrook and its affiliates allocate certain charges  for
services  to  the  Company  based upon  the  estimated  level  of
services.  Such  charges totaled $733 and  $1,252  for  the  nine
months   ended  September  30,  1997  and  September  30,   1996,
respectively.  The affiliated charges for the  third  quarter  of
1997 were offset by $212 of charges for services provided by  the
Company  for  Northbrook or reimbursement of costs  paid  by  the
Company on behalf of Northbrook. As of September 30, 1997,  on  a
net  basis, the amount due Northbrook totaled approximately  $547
related  to these services. These services and costs are intended
to reflect the Company's separate costs of doing business and are
principally  related to the inclusion of the Company's  employees
in   the  Northbrook  pension  plan,  payment  of  severance  and
termination benefits and reimbursement for insurance claims  paid
on  behalf of the Company. All amounts described above,  deferred
or currently payable, do not bear interest and are expected to be
paid in future periods.

                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Continued

                         (Dollars in Thousands)

(7)  EMPLOYEE BENEFIT PLANS

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

(8)  COMMITMENTS AND CONTINGENCIES

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

      The  Company's Property segment had contractual commitments
(related  to  project  costs)  of  approximately  $4,508  as   of
September  30,  1997.   Additional development  expenditures  are
dependent upon the Company's ability to obtain financing for such
costs  and  on the timing and extent of property development  and
sales.

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

                     AMFAC/JMB HAWAII, INC.

     Notes to Consolidated Financial Statements - Concluded

                     (Dollars in Thousands)

(9)  INCOME TAXES

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


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


(10) ADJUSTMENTS

     In  the  opinion of the Company, all adjustments (consisting
solely  of  normal recurring adjustments) necessary  for  a  fair
presentation  have been made to the accompanying  figures  as  of
September  30,  1997  and for the three  and  nine  months  ended
September 30, 1997 and 1996.
     
<TABLE>
                    AMFAC/JMB FINANCE, INC.

                         Balance Sheets

            September 30, 1997 and December 31, 1996

      (Dollars in thousands, except per share information)

                          (Unaudited)

<CAPTION>
                          A s s e t s

                                        September 30,   December 31,
                                            1997            1996
                                        -----------     -----------
<S>                                    <C>         <C>
Cash                                    $       1               1
                                         =========      ==========

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

Repurchase obligation (note 2)

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


  
<FN>
     The accompanying notes are an integral part of these balance
sheets.
</TABLE>

                     AMFAC/JMB FINANCE, INC.

                  Notes to the Balance Sheets

                          (Unaudited)

                       (Dollars in Thousands)


(1)  ORGANIZATION AND ACCOUNTING POLICY

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

(2)  REPURCHASE OBLIGATIONS

      On  March  14, 1989, Finance and a subsidiary of Northbrook
(Amfac/JMB   Hawaii,  Inc.)  entered  into  an   agreement   (the
"Repurchase Agreement") concerning Finance's obligation (on  June
1,  1995  and  1999) to repurchase, upon request of  the  holders
thereof,  the  Certificate of Land Appreciation  Notes  due  2008
("COLAS"),  to be issued by Amfac/JMB Hawaii, Inc. in conjunction
with   the  acquisition  of  Amfac/JMB  Hawaii,  Inc..   A  total
aggregate  principal  amount of $384,737  of  COLAS  were  issued
during  the offering, which terminated on August 31,  1989.   The
COLAS were issued in two units consisting of one Class A and  one
Class  B  COLA.   As specified in the Repurchase  Agreement,  the
repurchase  of  the  Class A COLAS may  have  been  requested  of
Finance  by the holders of such COLAS on June 1, 1995 at a  price
equal  to  the  original principal amount of such  COLAS  ($.500)
minus  all payments of principal and interest allocated  to  such
COLAS. The cumulative interest paid per Class A COLA through June
1,  1995  was $.135. The repurchase of the Class B COLAS  may  be
requested of Finance by the holders of such COLAS on June 1, 1999
at a price equal to 125% of the original principal amount of such
COLAS  ($.500)  minus  all  payments of  principal  and  interest
allocated  to such COLAS.  To date, the cumulative interest  paid
per  Class  A and Class B COLA is approximately $.185 and  $.185,
respectively.

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

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


 
PART I.  FINANCIAL INFORMATION

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

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

LIQUIDITY AND CAPITAL RESOURCES

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

      In order to generate additional cash flows for the Company,
management  has  identified certain land  parcels  that  are  not
included in the Company's long-term development plans. During the
nine  months  ended  September 30, 1997,  the  Company  generated
approximately $12.3 million from these non-strategic land  sales.
During 1996, the Company generated approximately $18.9 million in
land sales, most of which related to non-strategic parcels.

      At  September  30,  1997, the Company  had  cash  and  cash
equivalents of approximately $18.6 million.

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

      The  Company has placed a relatively large portion  of  its
land  holdings  on  the market to generate cash  to  finance  the
Company's  operations, to meet debt service requirements  and  to
raise  cash  for  the June 1999 Class B COLAS redemption  option.
Pursuant to this option, investors can elect to sell back to  the
Company  their  Class  B  COLAS at a specified  price  (currently
estimated to be $410 per $500 Class B COLAS).

      The  Company has approximately 12,000 acres of land  listed
for sale with various brokers.  These lands include approximately
8,600  acres on Kauai, 400 acres on Maui and 2,600 acres  on  the
Island  of  Hawaii.   These  lands  consist  primarily  of  large
agricultural   and   conservation   parcels.    They    represent
approximately 25% of the Company's overall Hawaii land  holdings.
Although  these  lands  represent a significant  portion  of  the
Company's  overall  land  portfolio, these  properties  were  not
planned  for  development  for at  least  15  to  20  years  and,
therefore, is not expected to result in a material impact on  the
Company's near or medium term real estate development operations.

     There has been significant interest in many of these parcels
and several are under contract for sale. However, these contracts
have  due diligence investigation periods which have not  expired
and which allow the purchasers to terminate the agreements. It is
difficult  to  predict  how successful the  Company  will  be  in
selling  these lands at acceptable prices.  However, in the  past
the  Company has achieved a reasonable level of success with  its
bulk  land  sale activities selling almost 7,000 acres  in  large
parcels during the past four years.

     During the first nine months of 1997, cash increased by $9.8
million.  Net cash used in operating activities of $12.0  million
and  in  investing  activities  of  $7.4  million  was  primarily
provided  by  $25.3  million  of  long-term  financing  from  the
Company's   parent  and  $5.0  million  of  additional  long-term
financing  primarily related to the refinancing of the WGCI  loan
(see  Note  4)partially offset by $.6 million of  principal  loan
repayment on long-term debt.

      During the first nine months of 1997, net cash flow used in
operating activities was $12.0 million, as compared to  net  cash
used  in  operating activities of $13.8 million during the  first
nine  months  of 1996.  The $1.8 million increase  in  cash  flow
related  to  operating activities was due to: (i) an increase  in
1997 of the net loss (after adjusting for items not requiring  or
providing cash) by $9.7 million partially offset by (ii)  changes
in  cash  flow  netting  to an increase of $11.3  million,  which
related primarily to working capital components.

      During the first nine months of 1997, net cash flow used in
investing  activities totaled $7.4 million,  principally  due  to
property  additions  of $1.9 million and  an  increase  in  other
assets of $4.5 million comprised of approximately $2.7 million of
capitalizable costs related to future land developments and  $2.2
million  from a long-term receivable arising from a land sale  in
1997.  During the first nine months of 1996, investing activities
used  net  cash  of  $4.0 million, principally  due  to  property
additions  of  $1.9 million and the incurrence  of  capitalizable
costs related to future land developments of $2.7 million.

     During the first nine months of 1997, net cash flow provided
by  financing activities totaled approximately $29.2 million, due
primarily  to  $25.3  million  of long-term  financing  from  the
Company's   parent  and  $5.0  million  of  additional  long-term
financing  primarily related to the refinancing of the WGCI  loan
(see  Note  4) partially offest by $.6 million of principal  loan
repayment  on  long-term debt.  During the first nine  months  of
1996,  net  cash  flow provided by financing  activities  totaled
$17.3  million,  due  primarily to  $18.7  million  of  long-term
financing  from  the Company's parent, partially offset  by  $1.4
million of net repayments of long-term debt.

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

      On March 14, 1989, Amfac/JMB Finance ("Finance"), a wholly-
owned  subsidiary  of Northbrook Corporation ("Northbrook"),  and
the   Company   entered  into  an  agreement   (the   "Repurchase
Agreement") concerning Finance's obligations (on June 1, 1995 and
1999)  to  repurchase  the  COLAS upon  request  of  the  holders
thereof.   The COLAS were issued in two units consisting  of  one
Class  A  and  one Class B COLA.  As specified in the  Repurchase
Agreement,  the  repurchase of the Class A COLAS  may  have  been
requested by the holders of such COLAS on June 1, 1995 at a price
equal to the original principal amount of such COLAS ($500) minus
all  payments of principal and interest allocated to such  COLAS.
The  cumulative  interest paid per Class A COLA through  June  1,
1995  was  $135.   The repurchase of the Class  B  COLAS  may  be
requested of Finance by the holders of such COLAS on June 1, 1999
at a price equal to 125% of the original principal amount of such
COLAS  ($500)  minus  all  payments  of  principal  and  interest
allocated  to such COLAS.  Through the date of this  report,  the
cumulative  interest  paid  per Class  A  and  Class  B  COLA  is
approximately $185 and $185, respectively.

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

      On  March 15, 1995, pursuant to the indenture that  governs
the terms of the COLAS (the "Indenture"), the Company elected  to
offer  to redeem (the "Redemption Offer") all Class A COLAS  from
its registered holders.  Pursuant to the Redemption Offer, and in
accordance  with  the  terms of the Indenture,  the  Company  was
therefore  obligated  to  purchase any  and  all  Class  A  COLAS
submitted pursuant to the Redemption Offer at a price of $365 per
Class  A  COLA.   In  conjunction with the  Company's  Redemption
Offer,  the  Company made a tender offer (the "Tender Offer")  to
purchase up to approximately $68 million principal value  of  the
Class  B  COLAS  at a price of $220 per Class B  COLA  from  COLA
holders  electing  to  have  their  Class  A  COLAS  repurchased.
Approximately 229,000 Class A COLAS were submitted for repurchase
pursuant to the Redemption Offer and approximately 99,000 Class B
COLAS were submitted for repurchase pursuant to the Tender Offer,
requiring  an  aggregate payment of the Company of  approximately
$105 million on June 1, 1995. The Company used its available cash
to  purchase  Class  B  COLAS pursuant to the  Tender  Offer  and
borrowed  $52 million from Northbrook to purchase Class  A  COLAS
pursuant to the Redemption Offer.  As of September 30, 1997,  the
Company has approximately 156,000 Class A COLAS and approximately
286,000  Class  B COLAS outstanding with a principal  balance  of
approximately $78 million and $143 million, respectively.

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

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

     In February 1997 the above noted affiliate loans, along with
certain other amounts due Northbrook, were converted into  a  new
ten-year note payable. The new note is payable interest only  and
accrues  interest at the prime rate plus 2%. The Company borrowed
an   additional  $16.6  million  during  the  nine  months  ended
September 30, 1997 to fund COLA Base Interest payments and  other
operational  needs.  The  total  amount  due  Northbrook  as   of
September  30,  1997 was $128.8 million, which  includes  accrued
interest  of $8.6 million. Pursuant to the Indenture relating  to
the  COLAS,  the amounts borrowed from Northbrook are  considered
"Senior Indebtedness" to the COLAS.

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

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

     In April 1996, the Company reached an agreement to amend the
loan  with  the ERS, extending the maturity date for five  years.
In exchange for the loan extension, the ERS received the right to
participate  in  the  "Net  Disposition  Proceeds"  (as  defined)
related to the sale or the refinancing of the golf courses or  at
the  maturity of the loan.  The ERS share of the Net  Disposition
Proceeds increases from 30% from April 1996 through September 30,
1997,  to  40% for the period from July 1, 1997 to September  30,
1999  and  to  50%  thereafter. The  loan  amendment  effectively
adjusted  the interest rate as of January 1, 1995 to  9.5%  until
September  30,  1996.  After September 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 September 30, 1996, 7.5% from July
1,  1996  to  September  30, 1997, 7.75% from  July  1,  1997  to
September  30,  1998  and 8.5% thereafter  ("Minimum  Interest").
Accrued  Minimum  Interest  as of September  30,  1997  was  $1.3
million.  The  scheduled  Minimum  Interest  payments  are   paid
quarterly on the principal balance of the $66 million loan.   The
difference  between the accrued interest expense and the  Minimum
Interest  payment accrues interest and is payable  on  an  annual
basis from excess cash flow, if any, generated from the Kaanapali
Golf  Courses. The accrued interest payable from excess cash flow
was approximately $3.9 million as of September 30, 1997. Although
the   outstanding  loan  balance  remains  nonrecourse,   certain
payments  and  obligations such as the Minimum Interest  payments
and  the ERS's share of appreciation, if any, are recourse to the
Company.  However,  the  Company's  obligations  to  make  future
Minimum  Interest  payments  and  to  pay  the  ERS  a  share  of
appreciation  would  be  terminated if the  Company  tendered  an
executed  deed  to  the  golf  course  property  to  the  ERS  in
accordance with the terms of the amendment.

     In October 1993, Waikele Golf Club, Inc. ("WGCI"), a wholly-
owned  subsidiary  of  the Company that  owns  and  operates  the
Waikele  Golf  Course,  obtained a five  year  $20  million  loan
facility from two lenders.  The loan consisted of two $10 million
amortizing loans.  Each loan bore interest only for the first two
years  with interest and principal payments based upon a 20  year
amortization period for the remaining three years. The loans bore
interest  at  prime (8.5% at September 30, 1997)  plus  1/2%  and
LIBOR  (5.6563% at September 30, 1997) plus 3%, respectively.  In
February  1997,  WGCI entered into an amended and  restated  loan
agreement  with the Bank of Hawaii, (they bought  out  the  other
lender's  interest), whereby the outstanding principal amount  of
the  loan  was  increased to $25 million, the maturity  date  was
extended to February 2007, the interest rate was changed to LIBOR
plus  2%  until  the  fifth  anniversary  and  LIBOR  plus  2.25%
thereafter  and  principal  will be repaid  based  on  a  30-year
amortization schedule. The loan is secured by WGCI's assets  (see
Note  4), is guaranteed by the Company and is considered  "Senior
Indebtedness" (as defined in the COLA Indenture).

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

     In December 1996, Amfac Property Development Corp., a wholly-
owned  subsidiary  of the Company, obtained a  $10  million  loan
facility from a Hawaii bank. The loan is secured by a mortgage on
property  under development at the mill-site of Oahu  Sugar  (the
sugar  plantation was closed in 1995), and is considered  "Senior
Indebtedness"  (as  defined  in the  Indenture  relating  to  the
COLAS).  The loan bears interest at the bank's base rate (8.5% at
September 30, 1997) plus .5% and matures on December 1, 1998.

      The  Company uses the effective interest method and accrued
interest on the COLAS at 4% per annum ("Mandatory Base Interest")
for  the  nine  months ended September 30,  1996  and  1997.  The
Company has not generated a sufficient level of Net Cash Flow  to
pay  Base  Interest on the COLAS (see Note 3)  in  excess  of  4%
("Contingent Base Interest") from 1990 through the current  date.
Contingent  Base Interest is payable only to the  extent  of  Net
Cash  Flow  (Net Cash Flow for any period is generally an  amount
equal  to  90%  of the Company's net cash revenues, proceeds  and
receipts  after  payment  of  cash  expenditures,  including  the
Qualified  Allowance, other than federal and state  income  taxes
and  after  the  establishment by the  Company  of  reserves)  or
Maturity Market Value (Maturity Market Value generally means  90%
of  the excess of the Fair Market Value (as defined below) of the
Company's  assets  at  maturity over its  liabilities  (including
Qualified  Allowance, but only to the extent earned  and  payable
from Net Cash Flow generated through maturity) at maturity, which
liabilities   have   been  incurred  in   connection   with   its
operations).  Approximately $96.5 million of the  $104.1  million
cumulative deficiency of Contingent Base Interest related to  the
period  from  August  31,  1989  (Final  Issuance  Date)  through
September  30,  1997  has not been accrued  in  the  accompanying
consolidated  financial statements as  the Company believes  that
it  is  not probable at this time that a sufficient level of  Net
Cash  Flow will be generated in the future or that there will  be
sufficient  Maturity Market Value as of December  31,  2008  (the
COLA  maturity  date) to pay any such unaccrued  Contingent  Base
Interest.   The  following table is a summary of  Mandatory  Base
Interest  and Contingent Base Interest for the nine months  ended
September 30, 1997 and the year ended December 31, 1996  (dollars
are in millions):

                                        1997      1996
Mandatory Base Interest paid          $  8.8       8.8
Contingent Base Interest paid             --        --
Cumulative deficiency of Contingent
  Base Interest at end of period      $104.1      94.2

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

     With respect to any calendar year, JMB or its affiliates may
receive  a  Qualified  Allowance in  an  amount  equal  to:   (i)
approximately $6.2 million during each of the calendar years 1989
through  1993, and (ii) thereafter, 1-1/2% per annum of the  Fair
Market  Value (Fair Market Value generally means the value  which
an  independent  arm's-length purchaser, seeking to  utilize  the
asset  for  its  highest and best use, would pay for  such  asset
taking into consideration the associated risks, benefits, current
restrictions  and  likelihood  of changes  to  such  restriction;
provided,  however, that with respect to any  Fair  Market  Value
determination of all of the Company's assets, such  assets  shall
not  be  valued as if sold in bulk to a single purchaser) of  the
gross assets of the Company and its subsidiaries, other than cash
and   cash  equivalents  and  Excluded  Assets  (Excluded  Assets
generally  means  assets  acquired by  the  Company  without  the
expenditure  of any amount included in revenues or  receipts  for
purposes  of  determining Net Cash Flow or assets  designated  as
Excluded Assets, as restricted by the Indenture; the Company  has
not  had  any  Excluded Assets), for providing  certain  advisory
services  for the Company.  The aforementioned advisory services,
which  are  provided  pursuant to a  30-year  Services  Agreement
entered into between the Company, certain of its subsidiaries and
JMB  in  November  1988,  include making recommendations  in  the
following  areas:  (i) the construction and development  of  real
property; (ii) land use and zoning changes; (iii) the timing  and
pricing  of  properties to be sold; (iv)  the  timing,  type  and
amount   of  financing  to  be  incurred;  (v)  the  agricultural
business;   and,   (vi)  the  uses  (agricultural,   residential,
recreational or commercial) for the land. However, the  Qualified
Allowance  shall  be  earned and paid  for  each  year  prior  to
maturity  of  the COLAS only if the Company generates  sufficient
Net  Cash  Flow to pay Base Interest to the holders of the  COLAS
for such year of an amount equal to 8% of the average outstanding
principal balance of the COLAS for such year; any portion of  the
Qualified Allowance not paid for any year shall cumulate  without
interest and JMB or its affiliates shall be paid such amount with
respect  to  any  succeeding  year,  after  the  payment  of  all
Contingent Base Interest for such year, to the extent of 100%  of
remaining Net Cash Flow until an amount equal to 20% of the  Base
Interest with respect to such year has been paid, and thereafter,
to  the  extent  of the product of (a) remaining Net  Cash  Flow,
multiplied  by  (b) a fraction, the numerator  of  which  is  the
cumulative deficiency as of the end of such year in the Qualified
Allowance  and  the  denominator of  which  is  the  sum  of  the
cumulative  deficiencies  as of the  end  of  such  year  in  the
Qualified Allowance and Base Interest. A Qualified Allowance  for
1989 of approximately $6.2 million was paid on February 28, 1990.
Approximately $54.4 million of Qualified Allowance related to the
period  from  January 1, 1991 through December 31, 1996  has  not
been  earned and paid, and is payable only from future  Net  Cash
Flow.  Accordingly, because the Company does not  believe  it  is
probable  at this time that a sufficient level of Net  Cash  Flow
will  be generated in the future to pay Qualified Allowance,  the
Company  has  not  accrued  for any Qualified  Allowance  in  the
accompanying consolidated financial statements. JMB has  informed
the  Company  that  no incremental costs or  expenses  have  been
incurred  relating  to the provision of these advisory  services.
The  Company  believes that using an incremental cost methodology
is  reasonable. The following table is a summary of the Qualified
Allowance  for the year ended December 31, 1996 (dollars  are  in
millions):

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

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

      After the maturity date of the COLAS, JMB will continue  to
provide advisory services pursuant to the Services Agreement, the
Qualified Allowance for such years will continue to be 1-1/2% per
annum of the Fair Market Value of the gross assets of the Company
and its subsidiaries and the Qualified Allowance will continue to
be   payable  from  the  Company's  Net  Cash  Flow.   Upon   the
termination  of  the Services Agreement, if there  has  not  been
sufficient Net Cash Flow to pay the cumulative deficiency in  the
Qualified  Allowance, if any, such amount would  not  be  due  or
payable to JMB.

      Upon maturity, holders of COLAS will be entitled to receive
the  remaining  outstanding principal balance of the  COLAS  plus
unpaid Mandatory Base Interest plus additional interest equal  to
the  unpaid  Contingent  Base Interest,  to  the  extent  of  the
Maturity Market Value, plus 55% of the remaining Maturity  Market
Value.

       The  Company  continues to implement certain cost  savings
measures  and  to  defer development project  costs  and  capital
expenditures  for  longer-term projects. The  Company's  Property
segment is anticipated to expend an additional approximately $4.8
million  in  project costs during the remainder of 1997.   As  of
September  30, 1997, contractual commitments related  to  project
costs totaled approximately $4.5 million.

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

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

      In  early March 1997, the Company announced a restructuring
that  has  resulted  in  the creation of six  separate  operating
entities  in  the  following businesses:   Sugar,  Golf,  Coffee,
Water,  Land Management and Real Estate Development. The  Company
also  formed  a corporate services division to handle accounting,
MIS, human resources, tax and other administrative functions  for
the  six  operating groups. The Company believes it will  operate
more   effectively   as  several  smaller  entrepreneurial-minded
entities,   rather  than  as  one  large,  diverse  conglomerate.
Approximately four percent of the Company's total employees  were
released  as  part  of the restructuring, which  is  expected  to
result  in annual payroll savings of approximately $1.1  million.
The  Company  incurred  termination costs  of  approximately  $.6
million related to the restructuring during the first quarter  of
1997.

 RESULTS OF OPERATIONS

     GENERAL:

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

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

      Long-term  debt  increased as  of  September  30,  1997  as
compared to December 31, 1996, due primarily to the approximately
$5.5  million of proceeds received related to the refinancing  of
the  WGCI  loan (see Note 4) offset in part by principal payments
made on long-term debt.

     The long-term portion of amounts due to affiliates increased
as  of  September 30, 1997 as compared to December 31, 1996,  due
primarily to $16.6 million of financing provided by affiliates to
fund  interest  payments  and other  operational  needs  and  the
deferral  of  approximately  $5.4  million  of  interest  on  the
affiliate financing, which was added to the outstanding principal
(see Note 6).

     AGRICULTURE:

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

      The  overall decrease in production for the year was offset
in  part  by  an  10% increase in acres harvested for  the  three
months  ended September 30, 1997 as compared to the three  months
ended September 30, 1996.

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

     Agricultural  revenues and cost of sales decreased  for  the
three and nine months ended September 30, 1997 as compared to the
three  and nine months ended September 30, 1996 due to a decrease
in  tons  produced  and  to the timing of  sugar  production  and
related sales.  For the nine months ended September 30, 1997, the
Company  sold approximately 66,400 tons of sugar, a 38%  decrease
over  the  same period in 1996.  The average price of sugar  sold
for  the  nine  months ended September 30, 1997 of  approximately
$357 represents a 5% decrease over the average price for the nine
months   ended   September  30,  1996.   The  Company   harvested
approximately  9,200 and 10,300 acres for the nine  months  ended
September 30, 1997 and 1996, respectively.
     
     For  the  three months ended September 30, 1997, the Company
sold  approximately 46,400 tons of sugar, a 3% decrease over  the
same  period  in 1996. The average price of sugar  sold  for  the
three  months  ended  September 30, 1997  of  approximately  $356
represents  a  5% decrease over the average price for  the  three
months   ended   September  30,  1996.   The  Company   harvested
approximately  5,400 and 4,900 acres for the three  months  ended
September 30, 1997 and 1996, respectively.

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

      Reference  is made to the "Liquidity and Capital Resources"
section  of  "Management's Discussion and Analysis  of  Financial
Condition  and  Results  of  Operations"  for  a  discussion   of
potential uncertainties regarding the price of raw sugar and  the
continuation of the Company's sugar cane operations.

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

     PROPERTY:

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

      For the nine months ended September 30, 1997 and 1996,  the
Company  generated approximately $16.3 million and $12.3  million
of  land sales, respectively. Approximately $5.2 million of  land
sales for the nine months ended September 30, 1997 related to the
remaining  four  ocean  front lots in Kaanapali  (see  discussion
below),  approximately  $4.0 million of  land  sales  related  to
Kaanapali  Golf  Estates  and  the  remaining  $7.1  million  was
primarily  from the sale of non-strategic land parcels  on  Kauai
and  Hawaii.   For  the  nine months ended  September  30,  1996,
approximately  $5.5  million of land sales related  to  Kaanapali
Golf  Estates  and the remaining $6.5 million was primarily  from
the sale of non-strategic land parcels on Kauai, Oahu and Hawaii.
Property  revenues also include the operations of the three  golf
courses  owned by the Company, which accounted for total revenues
of  $11.8  million  and $11.7 million for the nine  months  ended
September 30, 1997 and 1996, respectively.

      For  the three months ended September 30, 1997, the Company
generated approximately $4.0 million of land sales related to its
development  in  Kaanapali Golf Estates and  the  remaining  $2.7
million was primarily from the sale of non-strategic land parcels
on  Kauai  and  Hawaii. For the three months ended September  30,
1996,  the Company generated approximately $2.6 million  of  land
sales related to the sale of non-strategic land parcels on Kauai,
Oahu  and Hawaii.  The Company has entered into contracts to sell
bulk  parcels  of  land on Maui and Kauai for  approximately  $30
million in aggregate.  The closings are anticipated to take place
during  the 1st quarter of 1998.  There can be no assurance  that
such sales will be consummated.

      Land  and  inventory  decreased as of  September  30,  1997
compared to December 31, 1996 due primarily to land sales  having
a  cost  basis  of $14.3 million, offset in part by  expenditures
related to the light industrial subdivision project on the former
mill site at Oahu Sugar Company.

      Other assets increased as of September 30, 1997 as compared
to  December 31, 1996 primarily due to a long-term receivable  of
$2.2  million arising from a land sale in 1997 and deferred costs
of  $2.3 million related to preliminary planning costs associated
with potential future development projects.

     Property sales and cost of sales increased for the three and
nine months ended September 30, 1997 as compared to the three and
nine  months ended September 30, 1996, however, operating  income
deteriorated  due  to  lower margins realized  on  property  sold
during 1997.

MAUI ACTIVITY

      The  planned development of the Company's land on  Maui  is
expected  to be longer 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,
demand  for  these land uses has not been strong.  The  Company's
currently available homesite inventory on Maui, which is targeted
to  the second home buyer, has  experienced slower sales activity
to  date  than originally expected. The Company's competitors  on
Maui have also experienced slow sales activity in the second home
market.   The  Company  is  continuing to  evaluate  its  planned
products  and the timing of development of its land  holdings  in
light of the current weak market demand and the capital resources
needed for future development.

       The  Company  is  marketing  Kaanapali  Golf  Estates,   a
residential community that is part of South Beach Mauka  adjacent
to  the Kaanapali Beach Resort in West Maui. The Company obtained
final  subdivision approval for a 32 lot subdivision of a  parcel
referred  to  as  "17B" at Kaanapali Golf Estates  in  May  1997.
Fifteen  of  these lots closed in August and September  1997  for
sales  prices  of $.15 million to $.17 million per  lot  totaling
$2.5  million. The Company commenced onsite construction  of  the
subdivision  improvements for parcel 17B in August  1997  and  is
expected   to  be  completed  in  March  1998,  at  a   cost   of
approximately  $1.6  million.   In  addition,  four  lots  in  an
adjacent  parcel  (referred to as "Parcel 14") closed  in  August
1997  for  sales prices ranging from $.25 million to $.6  million
totaling  approximately $1.5 million. An  additional  2  lots  in
Parcel 14 are in escrow and expected to close by the end of 1997,
for  sales prices ranging from approximately $.25 million  to  .6
million.
      In  1995,  the Company subdivided an ocean front parcel  in
Kaanapali  into six single family homesites of approximately  one
acre  each.  Sales  of two of the lots in the project  closed  in
December  1995, generating total sales proceeds of  approximately
$4.1  million.   The Company sold the four remaining  lots  to  a
local builder in June 1997 for a price of $5.2 million.

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

      The  Company is seeking final approvals to develop a  time-
share  resort  on  14  acres  of the North  Beach  property  (the
"Site").  A land option/purchase agreement was entered into  with
Tobishima  in October 1996.  This agreement gives the Company  an
option  to purchase Tobishima's 50% interest in the Site  for  $7
million.  The Company does not expect to consummate the  purchase
until  all  discretionary  land  use  permits  are  received  for
development  of  the time-share resort.  In accordance  with  the
land    option/purchase   agreement,   the   Company   has   made
nonrefundable  deposits of $.2 million (which may be  applied  to
the purchase price) to keep the option available through December
31, 1997. Additional nonrefundable deposits may be made to extend
the  option  through  August 31, 2000. On  March  12,  1997,  the
Company  filed an application for a special management  area  use
permit  with the County of Maui ("SMA Permit") for the time-share
resort.  A public hearing was held on the SMA Permit on July  10,
1997.  Although there was a significant amount of testimony  both
for and against the project, a final decision was not made on the
SMA Permit by the Maui Planning Commission at the public hearing.
Instead, "intervention status" was granted to several parties who
presented  their  specific objections to the  SMA  Permits  in  a
judicial  process commentary known as a "contested case" hearing,
which  was  held  in  September and  October  1997.   Final  Maui
Planning   Commission   action  on  the  Company's   SMA   Permit
application is not anticipated until the first quarter  of  1998.
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.

     In September 1997, the Company and Tobishima entered into an
agreement  with Maui County providing the County with the  option
to  purchase 33 acres at North Beach (separate from the Site) for
$15  million. The County cannot exercise its option  to  purchase
unless  and  until  the  Company receives  the  SMA  Permit.  The
acquisition  of  the  33  acres by the County  would  reduce  the
overall  density of the North Beach development by  approximately
one-third.  The Mayor of Maui County and the County Council  have
agreed  that,  assuming  the reduction  in  density  were  to  be
effected,  the  infrastructure upgrades proposed by  the  Company
would be sufficient for the development of the time-share resort.

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

      In  connection  with  certain of  the  Company's  land  use
approvals  on Maui, the Company has agreed to provide  additional
housing on Maui in the affordable price range, and to participate
in  the  funding  of the design and construction of  the  planned
bypass  highway extending from Lahaina to Kaanapali. The  Company
has   entered  into  a  development  agreement  with  the   State
Department of Transportation covering the Company's participation
in the design and construction of the bypass highway development.
It is anticipated that, upon the receipt of government approvals,
the Company will expend up to $3.5 million (in the aggregate), of
which  approximately $1.5 million has been spent as of  September
30,  1997,  toward  the design of the bypass highway  and/or  the
widening  of  the  existing highway.  The Company  has  committed
another  $6.7 million for the construction of the bypass highway,
subject  obtaining future entitlements on Maui.  The  development
and  construction of the bypass highway is expected to be a long-
term  project that will not be completed until the year  2004  or
later.

OAHU ACTIVITY

      The  Company  is currently developing the approximately  60
acres  of fee simple land it owns at the mill-site of Oahu  Sugar
Company  (which was shut down in 1995). The Company has  received
zoning for a light industrial subdivision on an approximately 37-
acre  portion of the property, which excludes property containing
the  sugar  mill and adjacent buildings. In connection  with  the
development of this property, the Company has received state land
use urbanization for the entire 60-acre site. Marketing the first
twenty lots within the light industrial subdivision commenced  in
August  1997.  To  date,  the Company  has  received  significant
interest  from  potential buyers, however, the  Company  has  not
received  any firm offers on these lots.  The infrastructure  for
these  first  twenty lots is expected to cost approximately  $5.9
million,  of which $2.1 million has been spent through  September
30,  1997.   In  addition, the Company has begun the  process  of
seeking  the necessary government approvals for the redevelopment
of  the  remainder  of the mill-site parcels,  including  planned
commercial, public and quasi-public uses.

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

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

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

KAUAI ACTIVITY

     In May 1996, Kauai County approved the Company's application
to  zone  552  acres  of land on Kauai for 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.
However,  before  construction can  commence,  the  Company  must
satisfy  several  conditions imposed during the approval  process
and  obtain  additional  administrative development  permits  for
requirements  such as grading and subdivision. The  Company  does
not  plan  to  pursue those final permits until the  real  estate
market on Kauai improves. Once construction commences, subject to
market conditions, the project is expected to span over 20 years.

PART II.  OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS

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

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

          (a)The  following documents are included as an exhibits
          to this report.
           <C>           <C>
                                    4.1* Indenture, including the
                         form  of  COLAS, among Amfac/JMB Hawaii,
                         Inc.,  its  subsidiaries  as  Guarantors
                         and     Continental    Bank     National
                         Association,  as Trustee  (dated  as  of
                         March 14, 1989).

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

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

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

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

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

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

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

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

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

                                     4.12**********  Amended  and
                         Restated  $28,087,832  Promissory   Note
                         from  Amfac,  Inc. to Amfac/JMB  Hawaii,
                         Inc.  extended  and  reissued  effective
                         June 1, 1996.
                                                  4.13***********
                         $10,000,000   loan   agreement   between
                         Amfac  Property  Development  Corp.  and
                         City Bank at December 18, 1996

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

*****     Previously filed as exhibit to the Company's Form  10-Q
report under the Securities Act of 1934 (File No. 33-24180) filed
on May 14, 1993 and hereby incorporated by reference.

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

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

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

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

**********     Previously filed as exhibit to the Company's  Form
10-Q  report under the Securities Act of 1934 (File No. 33-24180)
filed  on  November 14August 13, 1996 and hereby incorporated  by
reference.

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

************   Previously filed as exhibit to the Company's  Form
10-Q  report under the Securities Act of 1934 (File No. 33-24180)
filed May 15, 1997 and hereby incorporated by reference.


                           SIGNATURES



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


                   AMFAC/JMB HAWAII, INC.




                   By:  Edward J. Kroll
                        Vice President
                   Date: November 14, 1997


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




                        Edward J. Kroll
                        Principal Accounting Officer
                   Date: November 14, 1997

                           SIGNATURES



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


                   AMFAC/JMB FINANCE, INC.




                   By:  Edward J. Kroll
                        Vice President
                   Date: November 14, 1997


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




                        Edward J. Kroll
                        Principal Accounting Officer
                   Date: November 14, 1997
                           SIGNATURES



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


                   Kaanapali Coffee Estates, Inc.




                   By:  Edward J. Kroll
                        Vice President
                   Date: November 14, 1997


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




                        Edward J. Kroll
                        Principal Accounting Officer
                   Date: November 14, 1997

                           SIGNATURES



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


                   AMFAC PROPERTY DEVELOPMENT CORP.




                   By:  Edward J. Kroll
                        Vice President
                   Date: November 14, 1997


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




                        Edward J. Kroll
                        Principal Accounting Officer
                   Date: November 14, 1997

                           SIGNATURES



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


                   AMFAC PROPERTY INVESTMENT CORP.




                   By:  Edward J. Kroll
                        Vice President
                   Date: November 14, 1997


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

  

                        Edward J. Kroll
                        Principal Accounting Officer
                   Date: November 14, 1997

                           SIGNATURES



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


                   AMFAC LAND COMPANY, LTD.




                   By:  Edward J. Kroll
                        Vice President
                   Date: November 14, 1997


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




                        Edward J. Kroll
                        Principal Accounting Officer
                   Date:  November 14, 1997

                           SIGNATURES



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


                   AMFAC VACATIONS MANAGERS, INC.




                   By:  Edward J. Kroll
                        Vice President
                   Date: November 14, 1997


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




                        Edward J. Kroll
                        Principal Accounting Officer
                   Date: November 14, 1997

                           SIGNATURES



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


                   KAANAPALI WATER CORPORATION




                   By:  Edward J. Kroll
                        Vice President
                   Date: November 14, 1997


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




                        Edward J. Kroll
                        Principal Accounting Officer
                   Date:  November 14, 1997

                           SIGNATURES



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


                   KEKAHA SUGAR COMPANY, LIMITED




                   By:  Edward J. Kroll
                        Vice President
                   Date: November 14, 1997


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




                        Edward J. Kroll
                        Principal Accounting Officer
                   Date: November 14, 1997

                           SIGNATURES



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


                   H. HACKFELD & CO., LTD.




                   By:  Edward J. Kroll
                        Vice President
                   Date: November 14, 1997


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




                        Edward J. Kroll
                        Principal Accounting Officer
                   Date:  November 14, 1997

                           SIGNATURES



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


                   THE LIHUE PLANTATION COMPANY, LIMITED




                   By:  Edward J. Kroll
                        Vice President
                   Date: November 14, 1997


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




                        Edward J. Kroll
                        Principal Accounting Officer
                   Date: November 14, 1997

                           SIGNATURES



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


                   OAHU SUGAR COMPANY, LIMITED




                   By:  Edward J. Kroll
                        Vice President
                   Date: November 14, 1997


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




                        Edward J. Kroll
                        Principal Accounting Officer
                   Date:  November 14, 1997

                           SIGNATURES



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


                   PIONEER MILL COMPANY, LIMITED




                   By:  Edward J. Kroll
                        Vice President
                   Date:    November 14, 1997


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




                        Edward J. Kroll
                        Principal Accounting Officer
                   Date:  November 14, 1997

                           SIGNATURES



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


                   PUNA SUGAR COMPANY, LIMITED




                   By:  Edward J. Kroll
                        Vice President
                   Date: November 14, 1997


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




                        Edward J. Kroll
                        Principal Accounting Officer
                   Date:  November 14, 1997

                           SIGNATURES



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


                   WAIAHOLE IRRIGATION COMPANY, LIMITED




                   By:  Edward J. Kroll
                        Vice President
                   Date: November 14, 1997


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




                        Edward J. Kroll
                        Principal Accounting Officer
                   Date: November 14, 1997

                           SIGNATURES



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


                   WAIKELE GOLF CLUB, INC.




                   By:  Edward J. Kroll
                        Vice President
                   Date: November 14, 1997


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




                   Edward J. Kroll
                   Principal Accounting Officer
                   Date:  November 14, 1997