S-8

                          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.
           2003 STOCK AND INCENTIVE COMPENSATION PLAN
                         (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:

                     Charles A. Sweet, Esq.
                       Carlsmith Ball, LLP
                       1001 Bishop Street
                    Pacific Tower, Suite 2200
                     Honolulu, Hawaii 96813
                         (808) 523-2500








                CALCULATION OF REGISTRATION FEE

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

   Common Stock  500,000 shares   $33.75   $16,873,900    $2,137.92


  (1)  The Maui Land & Pineapple Company, Inc. 2003 Stock and
       Incentive Compensation Plan (the "Plan") authorizes the issuance
       of a maximum of 500,000 shares of common stock, no par value
       ("Common Stock"), all of which are being registered hereunder.
       85,000 shares of Common Stock authorized to be issued under the
       Plan are subject to outstanding options granted under the Plan
       and 415,000 are available for future grants thereunder.
  (2)  Estimated pursuant to Rule 457(c) and (h) solely for the
       purpose of calculating the amount of the registration fee.  The
       proposed maximum offering price per share was determined by
       calculating the weighted average price of (i) the 85,000 shares
       of Common Stock being offered under outstanding options at a
       weighted average exercise price of $27.39, and (ii) the 415,000
       shares of Common Stock being offered at an exercise price of
       $35.05 based on the average of the high and low price per share
       of the Common Stock on February 13, 2004, as reported by the
       American Stock Exchange.








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, 2002, filed with the SEC on March 26, 2003.

       -  Current Report on Form 8-K, filed with the SEC on May 7,
          2003.

       -  Quarterly Report on Form 10-Q for the fiscal quarter ended
          March 31, 2003, filed with the SEC on May 8, 2003.

       -  Current Report on Form 8-K, filed with the SEC on June 11,
          2003.

       -  Current Report on Form 8-K, filed with the SEC on August 8,
          2003.

       -  Quarterly Report on Form 10-Q for the fiscal quarter ended
          June 30, 2003, filed with the SEC on August 13, 2003.

       -  Current Report on Form 8-K, filed with the SEC on October 3,
          2003.

       -  Current Report on Form 8-K, filed with the SEC on
          November 5, 2003.

       -  Quarterly Report on Form 10-Q for the fiscal quarter ended
          September 30, 2003, filed with the SEC on November 13, 2003.

       -  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 and 15(d) of the Securities and Exchange
Act of 1934 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.

     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 amended, 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 as 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 apposed 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
apposed 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


3    (i)  Restated Articles of Association, as of February 24,
          2000, incorporated by reference from Exhibit 3(i)
          to the Company's Annual Report on Form 10-K for the
          fiscal year ended December 31, 1999, as filed with the
          SEC on March 24, 2000.
3.1  (i)  Articles of Amendment to Restated Articles of
          Association, filed December 11, 2003, incorporated by
          reference from Exhibit 3.1(i) to Amendment No. 1 to
          Registration Statement on Form 8-A/A, as filed with
          the SEC on January 5, 2004.
3    (ii) Amended Bylaws of the Company, incorporated by
          reference from Exhibit 3(ii) to Amendment No. 1 to
          Registration Statement on Form 8-A/A, as filed with the
          SEC on January 5, 2004.
4.1       Maui Land & Pineapple Company, Inc. 2003 Stock and
          Incentive Compensation Plan, incorporated by reference
          from the Appendix B to the Definitive Proxy Statement
          on Schedule 14A filed with the SEC on November 10,
          2003.
5.1       Opinion of Carlsmith Ball LLP regarding legality
          of securities being registered.
23.1      Consent of Deloitte & Touche LLP.
23.2      Consent of Carlsmith Ball 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;

       (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, 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 February, 2004.

                              MAUI LAND & PINEAPPLE COMPANY, INC.

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

                        Power of Attorney

Each person whose signature appears below hereby constitutes and
appoints each of David C. Cole and Paul J. Meyer, 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 A. HEENAN                 Date    February 18, 2004
       David A. Heenan
       Chairman of the Board

By /S/ DAVID C. COLE                   Date    February 18, 2004
       David C. Cole
       President, Chief Executive
       Officer & Director

By /S/ JOHN H. AGEE                    Date    February 18, 2004
       John H. Agee
       Director

By /S/ RICHARD H. CAMERON              Date    February 18, 2004
       Richard H. Cameron
       Director

By /S/ RANDOLPH G. MOORE               Date    February 18, 2004
       Randolph G. Moore
       Director

By /S/ CLAIRE C. SANFORD               Date    February 18, 2004
       Claire C. Sanford
       Director

By /S/ FRED E. TROTTER III             Date    February 18, 2004
       Fred E. Trotter III
       Director

By /S/ PAUL J. MEYER                   Date    February 18, 2004
       Paul J. Meyer
       Executive Vice President/Finance
      (Principal Financial Officer)

By /S/ ADELE H. SUMIDA                 Date    February 18, 2004
       Adele H. Sumida
       Controller & Secretary
      (Principal Accounting Officer)

EX-23

Deloitte & Touche LLP
Suite 1200
1132 Bishop Street
Honolulu, Hawaii  96813-2870

Tel:  (808) 543-0700
Fax:  (808) 526-0225
www.deloitte.com








INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Registration
Statement of Maui Land & Pineapple Company, Inc. on Form S-8 of
our reports, dated February 14, 2003, appearing in and
incorporated by reference in the Annual Report on Form 10-K of
Maui Land & Pineapple Company, Inc. for the year ended
December 31, 2002.



/S/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP

February 12, 2004

EX-23

                       CARLSMITH BALL LLP
               A Limited Liability Law Partnership
                      ASB Tower, Suite 2200
                       1001 Bishop Street
                     Honolulu, Hawaii  96813
          Telephone:  808.523.2500     Fax 808.523.0842
                        www.carlsmith.com

                        February 17, 2004

Maui Land & Pineapple Company, Inc.
120 Kane Street, P.O. Box 187
Kahului, Hawaii  96733

     Re:  500,000 shares of Common Stock, no par value, of Maui
          Land & Pineapple Company, Inc. (the "Company") to be
          offered and sold pursuant to the Company's
          Registration Statement on Form S-8, as filed on or
          about February 17, 2004 (such shares of Common Stock,
          the "Shares" and such Registration Statement, as it
          may be amended from time to time, the Registration
          Statement")

Ladies & Gentlemen:

     We have acted as counsel to the Company in connection with
the proposed issuance of the Common Stock pursuant to the
Registration Statement..

     In connection with this opinion (the "Opinion"), we have
examined the Registration Statement, the prospectus related
thereto (the "Prospectus") and the Company's 2003 Stock and
Incentive Compensation Plan (the "Plan").  In addition to the
foregoing, we have reviewed such documents and given
consideration to such matters of law and fact as we have deemed
appropriate, in our professional judgment, to render this
Opinion.  We have also relied, without further independent
investigation, as to certain matters of fact, on information
obtained from public officials, from officers of the Company and
from other sources believed by us to be responsible.

     Based upon the foregoing, and subject to the assumptions,
limitations and matters of reliance set forth herein, we are of
the opinion that that the Shares are validly authorized and, when
(a) the pertinent provisions of the Securities Act of 1933, as
amended, and such "blue sky" and other securities laws as may be
applicable have been complied with and (b) the Shares have been
duly delivered and the consideration therefor as contemplated by
the Registration Statement, the Prospectus and the Plan has been
received by the Company, such Shares will be validly issued,
fully paid, and nonassessable.

     We consent to the filing of this opinion as an Exhibit to
the Registration Statement.  In giving this consent, we do not
admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the
rules and regulations thereunder.

     We are members of the Bar of the State of Hawaii.  We do not
hold ourselves out as experts on, nor do we express any opinion
as to or with respect to the applicability of, the laws of any
jurisdiction other than the laws of the State of Hawaii and the
federal laws of the United States.

     We have assumed, without further investigation, the
following: (a) all agreements contemplated by the Registration
Statement, the Prospectus and the Plan with respect to offer,
issuance, sale and delivery by the Company of the Shares and the
purchase of such Shares by the purchasers thereof, all as
contemplated by the Registration Statement, the Prospectus and
the Plan, are or will be enforceable against the respective
parties thereto, each in accordance with its terms; (b) each
document or certificate submitted to us for review is accurate
and complete, each such document or certificate that is an
original is authentic, each such document or certificate that is
a copy conforms to an authentic original, and all signatures on
each such document or certificate are genuine; and (c) each
certificate issued by a government official concerning a person
or entity's property or status is accurate, complete and
authentic and all official public records (including their proper
indexing and filing) are accurate and complete.

     This Opinion speaks only as of its date.  We have no
obligation to advise the Company (or any third party) of changes
in law or fact that occur after the date of this Opinion, even
though the change may affect the legal analysis, a legal
conclusion or an informational confirmation in this Opinion.

     This Opinion is solely for the benefit of and may be relied
upon only by the Company in connection with the transactions
contemplated by the Registration Statement.  This Opinion may not
be relied upon by, nor may copies be delivered to, any other
person or entity or used for any other purpose without our prior
written consent.

                                Very truly yours,

                                CARLSMITH BALL LLP



                                /S/CHARLES A SWEET
                                Charles A. Sweet