DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
                     STATE OF HAWAII
                  ARTICLES OF AMENDMENT

                        ARTICLE I
                           NAME
The name of the Corporation is MAUI LAND & PINEAPPLE
COMPANY, INC.

                        ARTICLE II
                        AMENDMENTS
Paragraph (a) of Article IV of the Corporation's Restated
Articles of Association is amended and restated in its
entirety as follows:

          The amount of the authorized capital stock
          of the corporation is Eight Million (8,000,000)
          shares of common stock without par value.

The first two sentences of paragraph (b) of Article V of the
Corporation's Restated Articles of Association are deleted
and replaced with the following:

          The Board of Directors shall consist of such
          number of persons, not less than nine (9) nor
          more than twelve (12) as shall be determined in
          accordance with the Bylaws from time to time.
          The Board of Directors shall be divided into three
          classes, with each class consisting of one-third
          of the total number of directors (or as near to
          this as possible).  Each class shall hold office
          for a period of three years, with a term of office
          expiring at the third annual meeting of shareholders
          following his or her election, and when his or her
          successor has been duly elected and qualified.


                         ARTICLE III
                     OUTSTANDING SHARES

The total number of shares outstanding is 7,195,800.


                         ARTICLE IV
                   ADOPTION OF AMENDMENTS
      The amendment to paragraph (a) of Article IV was adopted
at a meeting of the shareholders held on December 11, 2003.  Of
the 7,195,800 outstanding shares of common stock of the
Corporation, constituting the sole voting group, 7,195,800 votes
were entitled to be cast, 5,255,543 shares were voted for the
amendment and 1,784,046 shares were voted against the amendment.

	The first sentence of the amendment to paragraph (b) of
Article V was adopted at a meeting of the shareholders held on
December 11, 2003.  Of the 7,195,800 outstanding shares of common
stock of the Corporation, constituting the sole voting group,
7,195,800 votes were entitled to be cast, 6,344,820 shares were
voted for the amendment and 228,221 shares were voted against the
amendment.

	The remainder of the amendment to paragraph (b) of
Article V was adopted at a meeting of the shareholders held on
December 11, 2003.  Of the 7,195,800 outstanding shares of common
stock of the Corporation, constituting the sole voting group,
7,195,800 votes were entitled to be cast, 6,105,826 shares were
voted for the amendment and 468,215 shares were voted against the
amendment.

      The undersigned certifies under the penalties of Section
414-20, Hawaii Revised Statutes, that the undersigned has read
the above statements and that the same are true and correct.

Signed this 11th day of December 2003.

                            /S/ DAVID C. COLE
                                David C. Cole
                                President & Chief Executive Officer