April 22, 2005


via facsimile and U.S. mail

Mr. Wayne W. Roumagoux
Chief Financial Officer
ML Macadamia Orchards, L.P.
26-238 Hawaii Belt Drive
Hilo, HI	96720




	Re:	ML Macadamia Orchards, L.P.
		Form 10-K, Filed March 24, 2005
		File No. 001-09145


Dear Mr. Roumagoux:

      We have reviewed the above filing and have the following
accounting comments.  Our review has been limited to your
financial
statements and the related disclosures in Management`s Discussion
and
Analysis.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


10-K for the fiscal year ended December 31, 2004

Business of the Partnership, page 2

Stabilization Payments, page 5

1. You state you received approximately $1.6 million of
"stabilization payments," from 1987 through 1993, in connection
with
an orchard you acquired in 1986, and that you recorded the
receipts
as a reduction in the cost basis of the orchard.  As a result, you
have effectively been recognizing such payments in subsequent
periods` income by a reduced periodic depreciation expense.

However, under the terms of your agreement that you disclose, you
state that when certain levels of excess annual cash flow from
this
orchard are generated, you are obligated to effectively repay to
the
seller the stabilization payments you previously received.
Accordingly, it appears that the stabilization payments should be
considered deposits, which are contingently repayable to the
seller
in the event that annual cash flow from the orchard exceeds
certain
target cash flows.  Any payments made in excess of the return of
stabilization payments should be expensed as additional incentive
rent, when incurred.

Please supplementally explain to us how you concluded to account
for
the stabilization payments as a reduction of the orchard`s cost
basis, particularly considering the subsequent contingency
associated
with the eventual return of such payments to the seller.  Cite all
authoritative accounting literature that you believe supports your
accounting treatment.

Financial Statements, page 22

Income Statements, page 25

2. The presentation of your cost of goods and services sold on
your
income statements may require revision, as the classification of
such
costs is not consistent with the presentation and classification
of
their corresponding revenue sources.  For example, your revenues
are
displayed as being from your two primary sources of "macadamia nut
sales" and "contract farming revenue," but you do not disclose the
corresponding costs for each category of revenue.  Due to the
inconsistencies in presentation, it appears your consolidated
statements of income require revision.  Please refer to Article 5-
03(b)(1) and (2) of Regulation S-X if you require further
guidance.

3. You disclose net cash flow per Class A Unit on the face of your
income statements.  This appears to not comply with SFAS 95 and
FRR
202.04.  Please amend your filing to eliminate this disclosure.
Notes to Financial Statements, page 28

(5) Cash Flow Performance, page 33

4. You disclose what appears to be a non-GAAP measure, "net cash
flow," which you state is based on definitions used in the
partnership agreement.  However, you do not appear to have
complied
with the disclosure and reporting requirements of Item 10(e) of
Regulation S-K.  Please amend your filing to fully comply with
Item
10(e) of Regulation S-K.

Controls and Procedures, page 39

5. You state your evaluation of your disclosure controls and
procedures was conducted within 90 days of the filing date of your
report.  However, your evaluation must be completed as of the end
of
the period covered by your annual report.  Please amend your
filing
so that your controls and procedures disclosure and
representations
fully comply with the requirements and specific language of Item
307
of Regulation S-K and SEC Release No. 33-8238, issued on June 5,
2003.  Please also eliminate the duplicate disclosure of this
section, which you have included under Item 7B, on page 21.

Similarly, your officers` certifications, included as exhibits to
your report, must appropriately correspond to your controls and
procedures disclosure.  Accordingly, please also modify your
certifications when amending your filing, so that the
certifications
you make are consistent with your controls and procedures
disclosure,
and in compliance with Item 601 of Regulation S-K.  Please note
also
that in Item 4(c) of Exhibit 31.1, your reference to quarterly
report
should read annual report, as in Exhibit 31.2.

	Additionally, your Certifications Pursuant to 18 U.S.C.
Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of
2002, furnished in Exhibit 32, refer to the year ended December
31,
2002, rather than 2004.


Closing Comments

      As appropriate, please amend your filing(s) and respond to
these comments within 10 business days or tell us when you will
provide us with a response.  You may wish to provide us with
marked
copies of amendment(s) to expedite our review.  Please furnish a
cover letter with your amendment(s) that keys your responses to
our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment(s) and responses to our comments.


      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing(s) reviewed by the staff
to
be certain that they have provided all information investors
require
for an informed decision.  Since the company and its management
are
in possession of all facts relating to the company`s disclosure,
they
are responsible for the accuracy and adequacy of the disclosures
they
have made.  In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:

the company is responsible for the adequacy and accuracy of the
disclosure in the filing(s);

staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filing; and

	the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing(s) or
in
response to our comments on your filing(s).

      You may contact Donald F. Delaney, at (202) 824-5353, or, in
his absence, Jill S. Davis, at (202) 942-1996, if you have
questions
regarding comments on the financial statements and related
matters.
Please contact me at (202) 942-1870 with any other questions.
Direct
all correspondence to the following ZIP code:  20549-0405.

							Sincerely,



							H. Roger Schwall
							Assistant Director


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ML Macadamia Orchards, L.P.
April 22, 2005
Page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE