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


                            FORM S-8

     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

              MAUI LAND & PINEAPPLE COMPANY, INC.
        (Exact Name of Registrant as Specified in its Charter)

             HAWAII                        99-0107542
(State or Other Jurisdiction of         (I.R.S. Employer
 Incorporation or Organization)        Identification Number)

120 Kane Street, P. O. Box 187, Kahului, Hawaii    96733-6687
  (Address of Principal Executive Offices)         (Zip Code)

              MAUI LAND & PINEAPPLE COMPANY, INC.
             STOCK OPTION AGREEMENT FOR DAVID COLE
                       (Full Name of Plan)

                         Adele H. Sumida
                       Corporate Secretary
               Maui Land & Pineapple Company, Inc.
                          P. O. Box 187
                     Kahului, Hawaii 96733
               (Name and Address of Agent For Service)

                         (808) 877-3351
 (Telephone Number, Including Area Code, of Agent For Service)

                            Copy to:

                      Jonn R. Beeson, Esq.
                        Latham & Watkins
                650 Town Center Drive, 20th Floor
                      Costa Mesa, Ca 92626
                         (714) 540-1235



                          Total Pages  9
                     Exhibit Index on Page  5









                CALCULATION OF REGISTRATION FEE
Title of Each                 Proposed    Proposed
  Class of                     Maximum     Maximum
 Securities       Amount      Offering    Aggregate    Amount of
   To Be          To Be       Price Per   Offering    Registration
 Registered    Registered(1)   Share(2)     Price         Fee

Common Stock   200,000 shares   $19.70    $3,940,000     $499.20


 (1) The Maui Land & Pineapple Company, Inc. Stock Option
     Agreement for David Cole (the "Agreement") grants options to
     purchase 200,000 shares of common stock, no par value, of the
     Registrant ("Common Stock"), all of which are being registered
     hereunder.  This Registration Statement on Form S-8 shall also
     cover any additional Common Stock that may become issuable
     pursuant to this Agreement, by reason of stock splits, stock
     dividends or other capital adjustments, to preserve, but not
     increase, the economic value and consequences of the Agreement.
 (2) Represents the actual option exercise price as stated in the
     Agreement.


          Proposed issuances to take place as soon after the
     effective date of the Registration Statement as options
     granted under the Agreement are exercised.
























PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of the Form S-8 is not being
filed with or included in this Form S-8 (by incorporation by
reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission.


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents previously filed by Maui Land &
Pineapple Company, Inc. (the "Company") with the Securities and
Exchange Commission are incorporated by reference in this
Registration Statement:

       -  Annual Report on Form 10-K for the fiscal year ended
          December 31, 2003, filed with the SEC on March 25, 2004.

       -  Quarterly Report on Form 10-Q for the fiscal quarter
          ended March 31, 2004, filed with the SEC on May 11, 2004.

       -  Quarterly Report on Form 10-Q for the fiscal quarter
          ended June 30, 2004, filed with the SEC on August 13, 2004.

       -  Current Report on Form 8-K, filed with the SEC on
          August 31, 2004.

       -  Current Report on Form 8-K, filed with the SEC on
          September 7, 2004.

       -  Current Report on Form 8-K, filed with the SEC on
          September 29, 2004.

       -  Description of the Common Stock contained in Amendment
          No. 1 to Registration Statement on Form 8-A/A, filed
          with the SEC on January 5, 2004, and all amendments and
          reports subsequently filed for the purpose of updating
          that description.

     All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities and Exchange
Act of 1934 after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to
be a part hereof from the date of the filing of such documents.
A report furnished on Form 8-K under the Exchange Act of 1934
shall not be incorporated by reference into this Registration
Statement.

     Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or supersceded, to
constitute a part of this Registration Statement.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel

     None.

Item 6.   Indemnification of Directors and Officers

     The Company's Restated Articles of Association, as amended
(the "Articles"), include a provision that provides that the
Company will indemnify each person who is made or is threatened
to be made a party to any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of
the fact that he is or was a director, officer, employee or agent
of the Company or is or was serving at the request of the Company
as a director, officer, employee or agent of the Company or any
division of the Company, or is or was serving at the request of
the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise (an "Indemnified Party"), against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.  The Articles also provide that the
Company shall indemnify each person who is or is threatened to be
made a party to any action or suit by or in the right of the
Company to procure a judgment in its favor by reason of the fact
that he is or was an Indemnified Party against expenses
(including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with the defense or settlement of such matter if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company, and except that no
indemnification shall be made in respect of any claim, issue or
matter as to which he has been adjudged liable for gross
negligence or willful misconduct in the performance of his duty
to the Company unless and only to the extent that the court in
which the action or suit was brought determines that, despite the
adjudication of liability but in view of all the circumstances ,
he is fairly and reasonably entitled to indemnity for expenses
which the court deems to be proper.  To the extent that an
Indemnified Party has been successful on the merits or otherwise
in defense of a claim, issue or matter, the required
indemnification is mandatory.  Any other required indemnification
is mandatory unless a majority vote of a quorum of disinterested
directors, or (if such a quorum is not obtainable or if such a
quorum directs) independent legal counsel, or (if such a quorum
so directs) a majority vote of the stockholders, determines that
the Indemnified Party failed to meet the applicable standard of
conduct.  These provisions are not exclusive of any other rights
to which an Indemnified Party may be entitled.

     The Articles also include a provision eliminating the
personal liability to the Company of any director, officer,
employee or agent of the Company and any person serving at the
request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or
other enterprise, and any heir, executor or administrator for
such a person, for any loss or damage if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company, unless with respect to an
action or suit by or in right of the Company to procure a
judgment in its favor he has been adjudged to be liable for gross
negligence or willful misconduct in the performance of his duty
to the Company.

     The Company maintains a standard directors and officers
liability insurance policy that will reimburse the Company for
payments it may make in indemnification of directors and officers
and pay other expenses, counsel fees, settlements, judgments or
costs arising from proceedings involving any director or officer
of the Company in his capacity as such, subject to certain
limitations and exclusions.

Item 7.   Exemption from Registration Claimed

     Not applicable

Item 8.   Exhibits

 5.1      Opinion of Cades Schutte LLP regarding legality of
          securities being registered.

10.1      Maui Land & Pineapple Company, Inc. Stock Option
          Agreement for David Cole, dated October 6, 2003,
          incorporated by reference to Exhibit 10.3(ix) to for
          10-K for the fiscal year ended December 31, 2003.

23.1      Consent of Deloitte & Touche LLP.

23.2      Consent of Cades Schutte LLP (included in Exhibit 5.1).

24.1      Power of Attorney (included on page 8).

Item 9.   Undertakings

(a)  The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are
     being made, a post-effective amendment to this Registration
     Statement:

      (i)   To include any prospectus required by Section 10(a)(3) of
            the Securities Act of 1933;

      (ii)  To reflect in the prospectus any facts or events arising
            after the effective date of the Registration Statement (or the
            most recent post-effective amendment thereof) which, individually
            or in the aggregate, represent a fundamental change in the
            information set forth in the Registration Statement.
            Notwithstanding the foregoing, any increase or decrease in volume
            of securities offered (if the total dollar value of securities
            offered would not exceed that which was registered) and any
            deviation from the low or high end of the estimated maximum
            offering range may be reflected in the form of prospectus filed
            with the Commission pursuant to Rule 424(b) if, in the aggregate,
            the changes in volume and price represent no more than a 20
            percent change in the maximum aggregate offering price set forth
            in the "Calculation of Registration Fee" table in the effective
            registration statement;

      (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in the Registration
            Statement or any material change to such information in the
            Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (ii) do not
     apply if the information required to be included in a post-
     effective amendment by those paragraphs is contained in
     periodic reports filed by the Company pursuant to Section 13
     or 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in the Registration Statement.

     (2)  That, for the purpose of determining any liability
     under the Securities Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain
     unsold at the termination of the offering.

(b)  That, for purposes of determining any liability under the
     Securities Act of 1933, each filing of the registrant's annual
     report pursuant to section 13(a) or section 15(d) of the Exchange
     Act that is incorporated by reference in this Registration
     Statement shall be deemed to be a new registration statement
     related to the securities offered therein, and the offering of
     such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers
     and controlling persons of the registrant pursuant to the
     foregoing provisions, or otherwise, the registrant has been
     advised that in the opinion of the Securities and Exchange
     Commission such indemnification is against public policy as
     expressed in the Act and is, therefore, unenforceable.  In the
     event that a claim for indemnification against such liabilities
     (other than the payment by the registrant of expenses incurred or
     paid by a director, officer or controlling person of the
     registrant in the successful defense of any action, suit or
     proceeding) is asserted by such director, officer or controlling
     person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter
     has been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such
     indemnification by it is against public policy as expressed in
     said Act and will be governed by the final adjudication of such
     issue.







                               SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
     the registrant certifies that it has reasonable grounds to
     believe that it meets all the requirements for filing on
     Form S-8 and has duly caused this registration statement to
     be signed on its behalf by the undersigned, thereunto duly
     authorized, in the city of Kahului, State of Hawaii on this
     18th day of October, 2004.

                              MAUI LAND & PINEAPPLE COMPANY, INC.

                           By: /S/ DAVID C. COLE
                              David C. Cole
                              Chairman, President & Chief
                              Executive Officer


                        Power of Attorney

Each person whose signature appears below hereby constitutes and
appoints each of David C. Cole and Fred W. Rickert, jointly and
severally, with full power to act without the other, as such
person's true and lawful attorney-in-fact and agent, each with
full power of substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities,
to sign any and all amendments and post-effective amendments to
this registration statement, and to file the same with exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission under the Securities Act of
1933, granting unto said attorney-in-fact full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as such person might or could
do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or any substitute therefore, may
lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of
1933, this Registration Statement on Form S-8 has been signed
below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.



By    /S/ DAVID C. COLE                    Date    10/18/04
     David C. Cole
     Chairman of the Board, President &
     Chief Executive Officer
     (Principal Executive Officer)


By    /S/ JOHN H. AGEE                     Date    10/18/04
     John H. Agee
     Director

By   /S/ RICHARD H. CAMERON                Date    10/18/04
     Richard H. Cameron
     Director

By   /S/ WALTER A. DODS, JR.               Date    10/18/04
     Walter A. Dods, Jr.
     Director

By   /S/ THOMAS M. GOTTLIEB                Date    10/18/04
     Thomas M. Gottlieb
     Director

By   /S/ DAVID A. HEENAN                   Date    10/18/04
     David A. Heenan
     Director

By   /S/ KENT T. LUCIEN                    Date    10/18/04
     Kent T. Lucien
     Director

By   /S/ DUNCAN MACNAUGHTON                Date    10/18/04
     Duncan MacNaughton
     Director

By   /S/ FRED E. TROTTER III               Date    10/18/04
     Fred E. Trotter III
     Director

By   /S/ FRED W. RICKERT                   Date    10/18/04
     Fred W. Rickert
     Vice President/Chief Financial Officer
     (Principal Financial Officer)

By   /S/ ADELE H. SUMIDA                   Date    10/18/04
     Adele H. Sumida
     Controller & Secretary
     (Principal Accounting Officer)
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UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM S-8

     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

              MAUI LAND & PINEAPPLE COMPANY, INC.
        (Exact Name of Registrant as Specified in its Charter)

             HAWAII                        99-0107542
(State or Other Jurisdiction of         (I.R.S. Employer
 Incorporation or Organization)        Identification Number)

120 Kane Street, P. O. Box 187, Kahului, Hawaii    96733-6687
  (Address of Principal Executive Offices)         (Zip Code)

              MAUI LAND & PINEAPPLE COMPANY, INC.
             STOCK OPTION AGREEMENT FOR DAVID COLE
                       (Full Name of Plan)

                         Adele H. Sumida
                       Corporate Secretary
               Maui Land & Pineapple Company, Inc.
                          P. O. Box 187
                     Kahului, Hawaii 96733
               (Name and Address of Agent For Service)

                         (808) 877-3351
 (Telephone Number, Including Area Code, of Agent For Service)

                            Copy to:

                      Jonn R. Beeson, Esq.
                        Latham & Watkins
                650 Town Center Drive, 20th Floor
                      Costa Mesa, Ca 92626
                         (714) 540-1235

                          Total Pages  9
                     Exhibit Index on Page  5

                CALCULATION OF REGISTRATION FEE
Title of Each                 Proposed    Proposed
  Class of                     Maximum     Maximum
 Securities       Amount      Offering    Aggregate    Amount of
   To Be          To Be       Price Per   Offering    Registration
 Registered    Registered(1)   Share(2)     Price         Fee

Common Stock   200,000 shares   $19.70    $3,940,000     $499.20

 (1) The Maui Land & Pineapple Company, Inc. Stock Option
     Agreement for David Cole (the "Agreement") grants options to
     purchase 200,000 shares of common stock, no par value, of the
     Registrant ("Common Stock"), all of which are being registered
     hereunder.  This Registration Statement on Form S-8 shall also
     cover any additional Common Stock that may become issuable
     pursuant to this Agreement, by reason of stock splits, stock
     dividends or other capital adjustments, to preserve, but not
     increase, the economic value and consequences of the Agreement.
 (2) Represents the actual option exercise price as stated in the
     Agreement.

          Proposed issuances to take place as soon after the
     effective date of the Registration Statement as options
     granted under the Agreement are exercised.

PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of the Form S-8 is not being
filed with or included in this Form S-8 (by incorporation by
reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents previously filed by Maui Land &
Pineapple Company, Inc. (the "Company") with the Securities and
Exchange Commission are incorporated by reference in this
Registration Statement:

       -  Annual Report on Form 10-K for the fiscal year ended
          December 31, 2003, filed with the SEC on March 25, 2004.

       -  Quarterly Report on Form 10-Q for the fiscal quarter
          ended March 31, 2004, filed with the SEC on May 11, 2004.

       -  Quarterly Report on Form 10-Q for the fiscal quarter
          ended June 30, 2004, filed with the SEC on August 13, 2004.

       -  Current Report on Form 8-K, filed with the SEC on
          August 31, 2004.

       -  Current Report on Form 8-K, filed with the SEC on
          September 7, 2004.

       -  Current Report on Form 8-K, filed with the SEC on
          September 29, 2004.

       -  Description of the Common Stock contained in Amendment
          No. 1 to Registration Statement on Form 8-A/A, filed
          with the SEC on January 5, 2004, and all amendments and
          reports subsequently filed for the purpose of updating
          that description.

     All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities and Exchange
Act of 1934 after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to
be a part hereof from the date of the filing of such documents.
A report furnished on Form 8-K under the Exchange Act of 1934
shall not be incorporated by reference into this Registration
Statement.

     Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or supersceded, to
constitute a part of this Registration Statement.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel

     None.

Item 6.   Indemnification of Directors and Officers

     The Company's Restated Articles of Association, as amended
(the "Articles"), include a provision that provides that the
Company will indemnify each person who is made or is threatened
to be made a party to any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of
the fact that he is or was a director, officer, employee or agent
of the Company or is or was serving at the request of the Company
as a director, officer, employee or agent of the Company or any
division of the Company, or is or was serving at the request of
the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise (an "Indemnified Party"), against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.  The Articles also provide that the
Company shall indemnify each person who is or is threatened to be
made a party to any action or suit by or in the right of the
Company to procure a judgment in its favor by reason of the fact
that he is or was an Indemnified Party against expenses
(including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with the defense or settlement of such matter if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company, and except that no
indemnification shall be made in respect of any claim, issue or
matter as to which he has been adjudged liable for gross
negligence or willful misconduct in the performance of his duty
to the Company unless and only to the extent that the court in
which the action or suit was brought determines that, despite the
adjudication of liability but in view of all the circumstances ,
he is fairly and reasonably entitled to indemnity for expenses
which the court deems to be proper.  To the extent that an
Indemnified Party has been successful on the merits or otherwise
in defense of a claim, issue or matter, the required
indemnification is mandatory.  Any other required indemnification
is mandatory unless a majority vote of a quorum of disinterested
directors, or (if such a quorum is not obtainable or if such a
quorum directs) independent legal counsel, or (if such a quorum
so directs) a majority vote of the stockholders, determines that
the Indemnified Party failed to meet the applicable standard of
conduct.  These provisions are not exclusive of any other rights
to which an Indemnified Party may be entitled.

     The Articles also include a provision eliminating the
personal liability to the Company of any director, officer,
employee or agent of the Company and any person serving at the
request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or
other enterprise, and any heir, executor or administrator for
such a person, for any loss or damage if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company, unless with respect to an
action or suit by or in right of the Company to procure a
judgment in its favor he has been adjudged to be liable for gross
negligence or willful misconduct in the performance of his duty
to the Company.

     The Company maintains a standard directors and officers
liability insurance policy that will reimburse the Company for
payments it may make in indemnification of directors and officers
and pay other expenses, counsel fees, settlements, judgments or
costs arising from proceedings involving any director or officer
of the Company in his capacity as such, subject to certain
limitations and exclusions.

Item 7.   Exemption from Registration Claimed

     Not applicable

Item 8.   Exhibits

 5.1      Opinion of Cades Schutte LLP regarding legality of
          securities being registered.

10.1      Maui Land & Pineapple Company, Inc. Stock Option
          Agreement for David Cole, dated October 6, 2003,
          incorporated by reference to Exhibit 10.3(ix) to for
          10-K for the fiscal year ended December 31, 2003.

23.1      Consent of Deloitte & Touche LLP.

23.2      Consent of Cades Schutte LLP (included in Exhibit 5.1).

24.1      Power of Attorney (included on page 8).

Item 9.   Undertakings

(a)  The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are
     being made, a post-effective amendment to this Registration
     Statement:

      (i)   To include any prospectus required by Section 10(a)(3) of
            the Securities Act of 1933;

      (ii)  To reflect in the prospectus any facts or events arising
            after the effective date of the Registration Statement (or the
            most recent post-effective amendment thereof) which, individually
            or in the aggregate, represent a fundamental change in the
            information set forth in the Registration Statement.
            Notwithstanding the foregoing, any increase or decrease in volume
            of securities offered (if the total dollar value of securities
            offered would not exceed that which was registered) and any
            deviation from the low or high end of the estimated maximum
            offering range may be reflected in the form of prospectus filed
            with the Commission pursuant to Rule 424(b) if, in the aggregate,
            the changes in volume and price represent no more than a 20
            percent change in the maximum aggregate offering price set forth
            in the "Calculation of Registration Fee" table in the effective
            registration statement;

      (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in the Registration
            Statement or any material change to such information in the
            Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (ii) do not
     apply if the information required to be included in a post-
     effective amendment by those paragraphs is contained in
     periodic reports filed by the Company pursuant to Section 13
     or 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in the Registration Statement.

     (2)  That, for the purpose of determining any liability
     under the Securities Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain
     unsold at the termination of the offering.

(b)  That, for purposes of determining any liability under the
     Securities Act of 1933, each filing of the registrant's annual
     report pursuant to section 13(a) or section 15(d) of the Exchange
     Act that is incorporated by reference in this Registration
     Statement shall be deemed to be a new registration statement
     related to the securities offered therein, and the offering of
     such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers
     and controlling persons of the registrant pursuant to the
     foregoing provisions, or otherwise, the registrant has been
     advised that in the opinion of the Securities and Exchange
     Commission such indemnification is against public policy as
     expressed in the Act and is, therefore, unenforceable.  In the
     event that a claim for indemnification against such liabilities
     (other than the payment by the registrant of expenses incurred or
     paid by a director, officer or controlling person of the
     registrant in the successful defense of any action, suit or
     proceeding) is asserted by such director, officer or controlling
     person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter
     has been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such
     indemnification by it is against public policy as expressed in
     said Act and will be governed by the final adjudication of such
     issue.

                               SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
     the registrant certifies that it has reasonable grounds to
     believe that it meets all the requirements for filing on
     Form S-8 and has duly caused this registration statement to
     be signed on its behalf by the undersigned, thereunto duly
     authorized, in the city of Kahului, State of Hawaii on this
     18th day of October, 2004.

                              MAUI LAND & PINEAPPLE COMPANY, INC.

                           By: /S/ DAVID C. COLE
                              David C. Cole
                              Chairman, President & Chief
                              Executive Officer

                        Power of Attorney

Each person whose signature appears below hereby constitutes and
appoints each of David C. Cole and Fred W. Rickert, jointly and
severally, with full power to act without the other, as such
person's true and lawful attorney-in-fact and agent, each with
full power of substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities,
to sign any and all amendments and post-effective amendments to
this registration statement, and to file the same with exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission under the Securities Act of
1933, granting unto said attorney-in-fact full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as such person might or could
do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or any substitute therefore, may
lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of
1933, this Registration Statement on Form S-8 has been signed
below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.

By    /S/ DAVID C. COLE                    Date    10/18/04
     David C. Cole
     Chairman of the Board, President &
     Chief Executive Officer
     (Principal Executive Officer)

By    /S/ JOHN H. AGEE                     Date    10/18/04
     John H. Agee
     Director

By   /S/ RICHARD H. CAMERON                Date    10/18/04
     Richard H. Cameron
     Director

By   /S/ WALTER A. DODS, JR.               Date    10/18/04
     Walter A. Dods, Jr.
     Director

By   /S/ THOMAS M. GOTTLIEB                Date    10/18/04
     Thomas M. Gottlieb
     Director

By   /S/ DAVID A. HEENAN                   Date    10/18/04
     David A. Heenan
     Director

By   /S/ KENT T. LUCIEN                    Date    10/18/04
     Kent T. Lucien
     Director

By   /S/ DUNCAN MACNAUGHTON                Date    10/18/04
     Duncan MacNaughton
     Director

By   /S/ FRED E. TROTTER III               Date    10/18/04
     Fred E. Trotter III
     Director

By   /S/ FRED W. RICKERT                   Date    10/18/04
     Fred W. Rickert
     Vice President/Chief Financial Officer
     (Principal Financial Officer)

By   /S/ ADELE H. SUMIDA                   Date    10/18/04
     Adele H. Sumida
     Controller & Secretary
     (Principal Accounting Officer)