SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010

        September 17, 2008
 By U.S. Mail and facsimile

David C. Cole
President and Chief Executive Officer c/o Robert I. Webber Maui Land & Pineapple Company, Inc. 120 Kane Street Kahului, HI 96732
 Re: Maui Land & Pineapple Company, Inc.   Registration Statement on Form S-3
  File No. 333-153203   Filed August 26, 2008

Dear Mr. Cole:
We have limited our review of your filing to the issue we have addressed in our
comment.  Where indicated, we think you should revise your document in response to the
comment.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  After reviewing this info rmation, we may raise additional comments.

 Please understand that the purpose of our re view 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. Please describe all material terms and conditions of the convertible notes,
including the maturity term, the payable inte rest, and all rights associated with the
notes.

David C. Cole
Maui Land & Pineapple Company, Inc.
September 17, 2008 Page 2
2. Please provide us, with a view toward disc losure in the prospectus, with the total
dollar value of the securi ties underlying the conver tible note that you have
registered for resale using the number of underlying securities that you have
registered for resale and the market pri ce per share for those securities on the date
of the sale of the convertible note.
 3. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of the dollar amount of each  payment (including the value of any
payments to be made in common stock) in connection with the transaction that
you have made or may be required to ma ke to any selling shareholder, any
affiliate of a selling shareholder, or any person with whom any selling shareholder has a contractual relationsh ip regarding the transacti on (including any interest
payments, liquidated damages, payments  made to “finde rs” or “placement
agents,” and any other payments or poten tial payments).  Please provide footnote
disclosure of the terms of each such payment.  Please do not include any repayment of principal on the conve rtible notes in this disclosure.

Further, please provide us, with a view to ward disclosure in the prospectus, with
disclosure of the net proceeds to the issuer from the sale of the convertible notes and the total possible payments to all selling shareholders and any of their
affiliates in the first year following the sale of convertible notes.

4. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:

• the total possible profit the selling share holders could realize as a result of the
conversion discount for the securities underlying the convertible note, presented
in a table with the following information disclosed separately:

• the market price per share of the secu rities underlying the convertible note on
the date of the sale of the convertible note;

• the conversion price per share of the underlying securities on the date of the
sale of the convertible note, calculated as follows:

- if the conversion price per share is se t at a fixed price, use the price per
share established in the convertible note; and

- if the conversion price per share is no t set at a fixed price and, instead, is
set at a floating rate in relationship to the market price of the underlying
security, use the conversion discount rate  and the market rate per share on
the date of the sale of the convertible note and determine the conversion price per share as of that date;

David C. Cole
Maui Land & Pineapple Company, Inc.
September 17, 2008 Page 3
• the total possible shares underlying the convertible note (assuming no interest
payments and complete conversion throughout the term of the note);

• the combined market price of the total number of shares underlying the
convertible note, calculated by using the market price per share on the date of
the sale of the convertible note and th e total possible shares underlying the
convertible note;

• the total possible shares the selling shareholders may receive and the
combined conversion price of the to tal number of shares underlying the
convertible note calculated by using the conversion price on the date of the sale of the convertible note and the tota l possible number of shares the selling
shareholders may receive; and

• the total possible discount to  the market price as of th e date of the sale of the
convertible note, calculated by subtr acting the total conv ersion price on the
date of the sale of the convertible note  from the combined market price of the
total number of shares underlying the convertible note on that date.

If there are provisions in th e convertible note that could result in a change in the
price per share upon the occurrence of cer tain events, please provide additional
tabular disclosure as appropriate.  For ex ample, if the conversion price per share
is fixed unless and until the market price fa lls below a stated price, at which point
the conversion price per share drops to a lower price, please provide additional
disclosure.

5. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:

• the total possible profit to be  realized as a result of any conversion discounts for
securities underlying any other warrants, options, notes, or othe r securities of the
issuer that are held by the selling shareholders or any affiliates of the selling shareholders, presented in a table with the following information disclosed separately:

• market price per share of the underlying securities on the date of the sale of that other security;

• the conversion/exercise price per share as of the date of the sale of that other
security, calculated as follows:

- if the conversion/exercise price per sh are is set at a fixed price, use the
price per share on the date of the sale of that ot her security; and

David C. Cole
Maui Land & Pineapple Company, Inc.
September 17, 2008 Page 4
- if the conversion/exercise price per sh are is not set at a fixed price and,
instead, is set at a floating rate in re lationship to the market price of the
underlying security, use the conversi on/exercise discount rate and the
market rate per share on the date of the sale of that other security and
determine the conversion price per share as of that date;

• the total possible shares  to be received under the particular securities
(assuming complete conversion/exercise);

• the combined market price of th e total number of underlying shares,
calculated by using the market price per sh are on the date of the sale of that
other security and the total possible shares to be received;

• the total possible shares to  be received and the comb ined conversion price of
the total number of shares underlying th at other security calculated by using
the conversion price on the date  of the sale of that ot her security and the total
possible number of underlying shares; and

• the total possible discount to the market price as of the date of the sale of that
other security, calculated by subtracting the total conversion/exercise price on
the date of the sale of that other secu rity from the combined market price of
the total number of underly ing shares on that date.

6. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:

• the gross proceeds paid or payable to  the issuer in the convertible note
transaction;

• all payments that have been made or that may be required to be made by the issuer that are disclosed in  response to Comment 4;

• the resulting net proceeds to the issuer; and

• the combined total possible profit to be realized as a result of any conversion
discounts regarding the securi ties underlying the convert ible notes and any other
warrants, options, notes, or other securiti es of the issuer that are held by the
selling shareholders or any affiliates of the selling shareholders that is disclosed in
response to Commen t 5 and Comment 6.

Further, please provide us, with a view to ward disclosure in the prospectus, with
disclosure – as a percentage – of the total amount of all possible payments as
disclosed in response to Comment 4 and th e total possible discount to the market
price of the shares underlyi ng the convertible note as disclosed in response to

David C. Cole
Maui Land & Pineapple Company, Inc.
September 17, 2008 Page 5
Comment 5 divided by the net proceeds to  the issuer from the sale of the
convertible notes, as well as the amount of  that resulting percentage averaged
over the term of the convertible notes.

7. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of all prior securities transact ions between the issuer (or any of its
predecessors) and the selling shareholders, any affiliates of the selling shareholders, or any person with whom any selling shareholder has a contractual relationship regarding the transaction (or any predecessors of those persons), with
the table including the following information disclosed separately for each transaction:

• the date of the transaction;

• the number of shares of the class of securi ties subject to the transaction that were
outstanding prior to the transaction;

• the number of shares of the class of securi ties subject to the transaction that were
outstanding prior to the transaction and held by persons other than the selling
shareholders, affiliates of the company, or affiliates of the selling shareholders;
• the number of shares of the class of securi ties subject to the transaction that were
issued or issuable in connection with the transaction;
• the percentage of total is sued and outstanding securiti es that were issued or
issuable in the transaction (assuming full i ssuance), with the percentage calculated
by taking the number of shares issued or issu able in connection with the applicable
transaction and, dividing that number by  the number of shares issued and  outstanding
prior to the applicable transaction and held by persons other than the selling
shareholders, affiliates of the company, or affiliates of the selling shareholders;
• the market price per share of the class of  securities subject to the transaction
immediately prior to the tr ansaction (reverse split ad justed, if necessary); and

• the current market price per share of the class of securities subject to the transaction (reverse split adjusted, if necessary).

8. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure comparing:

• the number of shares outstanding prior to the convertible note transaction that
are held by persons other than the se lling shareholders, affiliates of the
company, and affiliates of the selling shareholders;

David C. Cole
Maui Land & Pineapple Company, Inc.
September 17, 2008 Page 6
• the number of shares registered for re sale by the selling shareholders or
affiliates of the selling shareholders in prior registration statements;

• the number of shares registered for re sale by the selling shareholders or
affiliates of the selling shareholders that continue to be held by the selling shareholders or affiliates of the selling shareholders;

• the number of shares that have been sold in registered resa le transactions by
the selling shareholders or affiliates of the selling shareholders; and

• the number of shares registered for resale  on behalf of the selling shareholders
or affiliates of the selling share holders in the current transaction.
 In this analysis, the calculation of the number of outstanding shares should not
include any securities underlying any outstanding convertible securities,
options, or warrants.

9. Please provide us, with a view toward di sclosure in the prospectus, with the
following information:

• whether the issuer has the intention, and a reasonable basis to believe that it
will have the financial ability, to make all payments on the overlying securities; and

• whether – based on information obtained fr om the selling shareholders – any of
the selling shareholders have an existi ng short position in the company’s common
stock and, if any of the sell ing shareholders have an ex isting short pos ition in the
company’s stock, the following additional information:

- the date on which each such selling sh areholder entered into that short
position; and

- the relationship of the date on which each such selling shareholder entered into that short position to the date of  the announcement of the convertible note
transaction and the filing of the registration statement ( e.g., before or after the
announcement of the convertible note transa ction, before the filing or after the
filing of the registrati on statement, etc.).

10. Please provide us, with a view toward disclosure in the prospectus, with:

• a materially complete description of the relationships and arrangements that have
existed in the past three years or are to  be performed in the future between the
issuer (or any of its predecessors) and the selling shareholders, any affiliates of the selling shareholders, or any person with whom any selling shareholder has a

David C. Cole
Maui Land & Pineapple Company, Inc.
September 17, 2008 Page 7
contractual relationship regarding the tr ansaction (or any pr edecessors of those
persons) – the information provided shoul d include, in reasonable detail, a
complete description of the rights and obligations of th e parties in connection with
the sale of the convertible notes; and
• copies of all agreements between the i ssuer (or any of its predecessors) and the
selling shareholders, any affiliates of the selling shareholders, or any person with whom any selling shareholder has a c ontractual relationship regarding the
transaction (or any predecesso rs of those persons) in c onnection with the sale of
the convertible notes.

If it is your view th at such a description of the relationships and arrangements
between and among those parties already is presented in the prospectus and that all agreements between and/or among those pa rties are included as exhibits to the
registration statement, please provide us with confirmation of your view in this
regard.

11. Please provide us, with a view toward disclosure in the prospectus, with a
description of the method by which the co mpany determined the number of shares
it seeks to register in connection with this registration statement.  In this regard, please ensure that the number of shares registered in the fee table is consistent
with the shares listed in the “Selling Sh areholders” section of the prospectus.

12. Please indicate, with a view toward disc losure in the pros pectus, whether the
shares of common stock that are to be registered are a primary or secondary
offering.
 Risk Factors, page 2

13. We note your reference to risk factors de scribed in your Form 10-K for the year
ended December 31, 2007, and the Form 10-Q for the period ended June 30,
2008,  and the disclosure under the section entitled “Cautionary Notice Regarding
Forward-Looking Statements.”  The refere nced disclosure does not appear to
address the risks associated with the o ffering and the convertible notes.  Please
revise your disclosure to  discuss in necessary de tail, under the appropriate
captions, all the material risks relevant to the offering and the convertible notes.
 Closing Comments

 Please amend your r