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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
   DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
              October 9, 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.
Amendment No. 1 to Registrati on Statement on Form S-3
  File No. 333-153203
  Filed August 26, 2008

Dear Mr. Cole:

We have reviewed your amended filing and your response letter dated March 6,
2008, and we have the following comment.  Wh ere indicated, we think you should revise
your document in response to this comment.  If you disagree, we will consider your explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, 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.

David C. Cole
Maui Land & Pineapple Company, Inc.
October 9, 2008 Page 2

General

Description of Private Placement and Ma terial Terms of the Notes, page 4

Total Potential Payments to Selling Stockhol ders under the Convertible Notes, page 10

1. We note your response to prior comment 3 and reissue the comment in part.
Please revise the responsive tabular disclosure to incl ude the payments made to
finders or placement agents and any other payments or potential payments.  In this regard, we note that you paid the placement agent $1.2 million for its services and that you paid $300,000 in lega l and accounting expe nses relating to
the Financing.
 Selling Stockholders, page 14

2. Please provide a written confirmation that none of the identified selling
stockholders, except for Interlachen Convert ible Investment Limited, is a broker-
dealer or is affiliated with a broker-dealer.  If any of the entities is a broker-dealer or is affiliated with a broker-dealer, please revise your disclosure to identify such entity as such and state that  it is an underwriter.  If you believe that
the entity should not be identified as an underwriter, please provide us with an
analysis supporting your position.
 Closing Comments

 Please amend your registration statement in response to this comment.  You may
wish to provide us with marked copies of th e amendment to expedite our review.  Please
furnish a cover letter with your amendment th at keys your responses to our comment and
provides any requested supplemental information.  Detailed cover letter s greatly facilitate
our review.  Please understand that we may have additional commen ts after reviewing
your amendment and responses to our comment.     We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
    Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that

David C. Cole
Maui Land & Pineapple Company, Inc. October 9, 2008 Page 3

‚ should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

‚ the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

‚ the company may not assert this action as  a defense in any proceeding initiated by
the Commission or any person under the fe deral securities laws of the United
States.
 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as a confirmation of th e fact that those reque sting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement.  Please allow adequa te time after the filing of an amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.
 Please contact Douglas Brown at (202) 551-3265 or in his absence, Carmen
Moncada-Terry at (202) 551-3687 with any questions.

Sincerely,

 H. Roger Schwall Assistant Director
 cc: Douglas Brown
 Christopher D. Ivey (949) 725-4100