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Maui Land & Pineapple Company, Inc.

120 Kane Street

Kahului, Maui, Hawaii, 96732

October 14, 2008

VIA FACSIMILE (202-772-9368) AND EDGAR

Securities
and Exchange Commission

Division of Corporation Finance

100
F Street, N.E.

Washington,
D.C.  20549

Attention:  H. Roger Schwall

  Re:

  Maui
  Land & Pineapple Company, Inc.

  Amendment
  No. 1 to Registration Statement on Form S-3

  File
  No. 333-153203

  Responses
  to U.S. Securities and Exchange Commission Staff (“Staff”) comments
  made by letter dated October 9, 2008

Dear
Mr. Schwall:

Set
forth below are the responses of Maui Land & Pineapple Company, Inc.
(the “Company”) to Staff comments made by letter dated October 9,
2008 (the “Comment Letter”), in connection with the Company’s
Registration Statement on Form S-3 (File No. 333-153203) filed on August 26,
2008, as amended by Amendment No. 1 to the Registration Statement filed on
October 1, 2008 (as amended, the “Registration Statement”).  The Company’s responses are preceded by a
reproduction of the corresponding Staff comments as set forth in the Comment
Letter.

General

1.                                      We
note your response to prior comment 3 and reissue the comment in part.  Please revise the responsive tabular
disclosure to include 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 $30,000 in legal and accounting expenses relating to
the Financing.

Company Response:  The
tabular presentation on page 10 of the potential payments to selling
stockholders sets forth all payments to selling stockholders, except for
reimbursement of legal fees to which the purchasers of the convertible notes
are entitled under the Securities Purchase Agreement.  The maximum amount
of legal fees for which the purchasers are entitled to reimbursement is
$150,000 (the “Reimbursement Amount”).  No placement agent or other fees
have been paid or are payable to the selling stockholders.  We
respectfully submit that the Reimbursement Amount is immaterial and does not
necessitate further amendment to the Registration Statement for the following
reasons:  the Reimbursement Amount represents a small fraction of the
total potential payments to selling stockholders; the amount of total offering
expenses, of which the Reimbursement Amount is included, is

already
clearly disclosed in the tabular presentation of net proceeds and elsewhere in
the Registration Statement; reimbursement of legal fees to purchasers of an
issuer’s securities is common practice in transactions of a similar nature; the
Reimbursement Amount is consistent with the amount of reimbursable legal fees
in similar transactions; and the Reimbursement Amount is identified in the
Securities Purchase Agreement, which has been filed as an exhibit to the
Company’s SEC filings.

2.                                       Please provide a
written confirmation that none of the identified selling stockholders, except
for Interlachen Convertible Investment Limited, is a broker-dealer or is
affiliated with a broker-dealer.  If any
of the entities is 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.

Company Response:  An
affiliate of Ramius LLC is a FINRA member. However, this affiliate will not
sell any shares to be offered by the selling stockholders through the
Prospectus and will receive no compensation whatsoever in connection with sales
of shares by the selling stockholders through the Prospectus, and thus should
not be deemed to be an underwriter for purposes of this offering.  None of the other identified selling stockholders,
except for Interlachen Convertible Investment Limited, is a broker-dealer or
affiliated with a broker-dealer.

Should you have any questions regarding the responses set forth herein,
or require any additional information, please do not hesitate to contact me at
(808) 877-3351, or Christopher D. Ivey, the Company’s legal counsel, at (949)
725-4121.

  Very
  truly yours,

  MAUI
  LAND & PINEAPPLE COMPANY, INC.

  /s/
  Robert I. Webber

  Robert
  I. Webber

  Chief
  Operating Officer, Chief Financial Officer and

  Executive Vice President

cc:                                 Douglas Brown, Division of Corporation
Finance, Securities and Exchange Commission

David C. Cole, President & CEO, Maui Land & Pineapple
Company, Inc.

Adele Sumida, Controller & Secretary, Maui Land &
Pineapple Company, Inc.

Christopher D. Ivey, Esq., Stradling Yocca Carlson &
Rauth

Joshua A. Lane, Esq., Stradling Yocca Carlson & Rauth

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