Capital Markets Group
                                      5560 South Broadway, Eureka, CA 95503
                                    P. O. Box 398, Fields Landing, CA 95537
Pacific Coast Farm Credit Services, ACA


February 16, 2000


Maui Land & Pineapple Company, Inc.
120 Kane Street
Kahului, Hawaii  96732

Gentlemen:

Reference is made to that certain Term Loan Agreement dated as of
June 1, 1999 (the "Term Loan Agreement") by and among Maui Land
and Pineapple Company a corporation organized and existing under
the laws of the State of Hawaii ("Borrower") and Pacific Coast
Farm Credit Services, ACA ("Lender").  Capitalized terms used in
this letter without being defined shall have the meaning ascribed
to them in the Term Loan Agreement.

Borrower requested that Lender make certain modifications to the
Term Loan Agreement and Lender is willing to make such
modifications provided that the Borrower agree to the terms and
conditions set forth herein.  The modifications set forth below
shall be effective when the Lender shall have received a copy of
this letter signed by the Borrower in the space provided.

Modifications to Term Loan Agreement

1.   The following covenant shall be modified as follows:

     Capital Expenditures.  Section 12(e) of the Term Loan
     Agreement shall be deleted in full and the following shall
     be inserted in lieu thereof:

        Capital Expenditures:  Make Capital Expenditures, other
        than Capital Expenditures for or Investments in
        Borrower's "Kaahumanu Center Associates" Subsidiary, in
        excess of the following amounts:

               Year                     In Excess of
               2000                      $18,500,000
               2001                      $13,500,000
               2002                      $12,500,000
               2003                      $12,000,000
               2004 and thereafter *    $13,500,000


     * Subject to further review prior to establishing annual
     allowable capital expenditures for the period 2004 through
     loan maturity.

2.   The following covenant shall be added as Section 12(j) to
     Section 12 of the Term Loan Agreement.

     Indebtedness.  Incur any Indebtedness if after such
     Indebtedness is incurred the aggregate amount of all such
     Indebtedness of the Borrower and its Subsidiaries shall
     exceed Sixty-two Million dollars ($62,000,000.00)

Except as expressly modified hereinabove the terms and conditions
of the Term Loan Agreement shall remain in full force and effect
without waiver or modification.  The modifications contained
hereinabove and the Term Loan Agreement shall be read together as
one document.

Sincerely,

/s/ Sean P. O'Day
Regional Vice President

The undersigned agrees to the modification and the terms and
conditions set forth above.

BORROWER:

MAUI LAND & PINEAPPLE COMPANY, INC., a Hawaii Corporation

Date:          February 22, 2000

By:       /s/ Paul J. Meyer

Title:         Executive Vice President/Finance


Date:          February 22, 2000

By:       /s/ Gary L. Gifford

Title:         President