SecProbe.io

August 27 , 2013

Via E -mail
Mr. Tim T. Esaki
Chief Financial Officer
Maui Land & Pineapple Company, Inc.
200 Village Road
Lahaina, Maui, HI 96761

Re: Maui Land & Pineapple Company, Inc.
 Form 10-K for the Year Ended December 31, 2012
Filed March 1, 2013
File No. 1 -06510

Dear Mr. Esaki :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Form 10 -K for the Year E nded December 31, 2012

General

1. It appears a significant portion of your business is derived from acquiring real estate and
holding it for investment.  Accordingly, please include  Schedule  III, or tell us why you
believe such schedule  is unnecessary.  Refer to Rules  5-04 and 12-28 of Regulation S -X.

Real Estate, page 2

2. Your disclosure in this section suggests that there are extensive development activities
ongoing.  However, your disclosure o n page 19 indicates that you do not expect any
significant capital expenditures in 2013.  Please revise this section to provide greater
detail on the current status of development activities and your expectations for changes in
status.  In future Exchange Act reports, for your material developments, please revise to

Mr. Tim T. Esaki
Maui Land & Pineapple Company, Inc.
August 27 , 2013
Page 2

 disclose the anticipated completion dates, the costs in curred to date and the budgeted
costs.

3. We note that you have recorded deferred development costs of $7.6 million at December
31, 2012.  Given that there is substantial doubt about the company’s ability to continue as
a going concern and that you have disclosed that you do not anticipate any significant
capital expenditures in 2013, please provide us with a detailed analysis to support your
conclusion that the deferred costs are recoverable,  citing the applicable accounting
guidance that supports your view.

Leasing, page 3

4. We note references throughout the filing, including on page 36, that your leased
properties primarily consist of buildings.  Please revise this section and/or Item 2 to
identify the leased buildings, including those indirectl y owned through affiliates, and
provide a brief description of the terms of the leases.  Please provide updated information
as of the date of fi ling to reflect any property sales or foreclosures.  In future Exchange
Act reports, to the extent material, please disclose property operating information such as
occupancy data and a lease expiration schedule.

Risks Related to Indebtedness and Liquidity , page 10

5. Please revise the liquidity risk factors to include the representation on page 34 regarding
your inability to meet your December 31, 2013 repayment obligations absent the sale of
real estate or a refinancing.

If we do not meet the continued lis ting requirements of the NYSE…, page 12

6. Please revise to provide more detailed disclosure on any milestones set forth in business
plan submitted to the NYSE, whether you have achieved and believe you will continue to
achieve any such milestones, and any o ngoing obligations to report listing qualification
developments to the NYSE.

Item 7.  Management’s Discussion and Analysis of Financial Con dition… , page 15

7. We note your disclosure regarding the foreclosure proceeding and subsequent auction of
Kapalua Bay .  Please revise this section to explain how this development will impact
your future results.

8. In future Exchange Act reports, please revise to discuss in more detail the drivers of any
significant period to period changes in reported results for each seg ment.  In this regard,
we note your disclosure that, on a consolidated basis, you had a net loss of $4.6 million in
2012 compared to net income of $5.1 million for 2011, but there is no clear discussion of
the drivers responsible for the significant differ ence between the two periods.

Mr. Tim T. Esaki
Maui Land & Pineapple Company, Inc.
August 27 , 2013
Page 3

General and Administrative, page 17

9. We note that you made a contribution of land valued at $1.5 million to Maui Preparatory
Academy in 2011.  Please explain the business reason for this contribution and disclose if
there are  any related party relationships between your Company, officers or directors and
Maui Preparatory Academy

Liquidity and Capital Resources, page 18

10. In future Exchange Act reports, please revise to indicate whether or not you are in
compliance with the financial covenants on your indebtedness.  To the extent continued
compliance with your covenants will significantly restrict your ability to achieve your
stated investment objectives, please also disclose your current compliance ratios.

Consolidated Stat ements of Operations and Comprehensive Loss, page 24

11. We note that you have recognized approximately $1 million in commission revenue for
each of the past two years.  We also note from your disclosure on page 3 that these
commissions are recognized mainly from sales of existing real estate located within the
Kapalua Resort, which you own.  Please explain your basis for recognizing commission
revenue generated by your wholly owned subsidiary for sales of property owned by the
Company.

12. Please clarify what i s included in gain on asset dispositions and explain your basis for
recording the gain as an offset to operating loss.

Notes to Consolidated Financial Statements, page 27

13. Please add a note detailing the significant components of the Property accounts sho wn on
your balance sheet.

14. Please confirm to us that you will include a subsequent event footnote in future filings to
the extent that material events have occurred subsequent to your balance sheet date but
prior to the issuance of your financial statement s.

8.  Employee Benefit Plans, page 36

15. Please disclose the carrying value and fair value of the 7,000 acres in West Maui that has
been pledged to the PBGC.

Mr. Tim T. Esaki
Maui Land & Pineapple Company, Inc.
August 27 , 2013
Page 4

 14.  Commitments and Contingencies, page 45

16. In future Exchange Act reports, please revise to disclose the amount of reasonably
possible losses or range of losses in excess of amounts accrued for legal proceedings,
environmental remediation obligations, and other contingencies or, where applicable, t o
state that such an estimate of the possible loss or range of loss cannot be made.  Refer to
ASC 410 -30-50 and ASC 450 -20-50.  If you conclude that an estimate  of the possible
loss or range of loss cannot be made, please supplementally (1) explain to us t he
procedures you undertake on a quarterly basis to attempt to develop a range of reasonably
possible loss for disclosure and (2) what specific factors are causing the inability to
estimate  and when you expect those factors to be alleviated.  Please includ e your
proposed disclosures in your response.

Investments in Affiliates, page 46

17. Please explain to us your basis in GAAP for not recording a liability related to your
obligation to purchase the Amenities.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all f acts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is respon sible for the adequacy and accuracy of the disclosure in the filing;

 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 s taff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Mr. Tim T. Esaki
Maui Land & Pineapple Company, Inc.
August 27 , 2013
Page 5

 You may contact Isaac Esquivel, Staff Accountant, at (202) 551 -3395  or me at
(202) 551 -3429  if you have questions regarding comments on the financial statements and
related matters.  Please contact Folake Ayoola, Staff Attorney,  at (202) 551 -3673 or Michael
McTiernan, Assistant Director,  at (202) 551 -3852  with any other questions.

Sincerely,

 /s/ Kristi Marrone

Kristi Marrone
Staff Accountant