November 27, 1996


Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

Re:  Amfac/JMB Hawaii, Inc.
     Commission File No. 33-24180
     Form 10-Q\A

Gentlemen:

Transmitted  for  the  above-captioned  registrant,  is  the
electronically  filed executed copy of registrant's  current
report  on  Form 10-Q\A for the quarter ended September  30,
1996.

Thank You.


Very truly yours,

Amfac/JMB Hawaii, Inc.

     By:  Northbrook Corporation
          Parent Company


     By:  _____________________
          Gary Smith
          Vice President
          and Principal Accounting Officer











             SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                          FORM 10-Q/A

                       AMENDMENT NO. 1

      Filed pursuant to Section 12, 13 or 15(d) of the
               Securities Exchange Act of 1934
                              
                              
                   AMFAC/JMB HAWAII, INC.
   (Exact name of registrant as specified in its charter)


Commission   File   No.   33-24180         IRS Employer Identification
                                           No. 99-0217738


      The  undersigned registrant hereby amends the  following
sections  of  its Report for the quarter ended  September  30,
1996 on Form 10-Q as set forth in the pages attached hereto:

       Item  2.  Management's Discussion and Analysis of Financial
                 Condition and Results of Operations.  Page 27


                         AMFAC/JMB HAWAII, INC.

                         By:  Northbrook Corporation
                              Parent Company

                              By: GARY SMITH
                                  Gary Smith, Vice President
                                  and Principal Accounting Officer


                              Dated:  November 27, 1996

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL  
         CONDITION  AND  RESULTS  OF  OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

       During  1995,  the  Company  restructured  its  sugar
operations   to  improve  efficiencies  and  reduce   costs,
including  consolidation of the operations at its two  Kauai
plantations and changing to a seasonal mode of operations at
each  of its plantations (consistent with other global sugar
operations).

     The  price  of raw sugar that the Company  receives  is
based  upon  the price of domestic sugar (less delivery  and
administrative  costs)  as  currently  controlled  by   U.S.
Government  price supports legislation.  On April  4,  1996,
President Clinton signed the Federal Agriculture Improvement
and  Reform Act of 1996 ("the Act").  The Act, which expires
in 2002, keeps the loan rate at 18 cents per pound. However,
the  Act  includes certain other adjustments  to  the  sugar
program including making crop loans recourse to the producer
and  repealing  marketing allotments  which  may  over  time
depress  the domestic price of raw sugar.  There can  be  no
assurance that, in the future, the government price  support
will  not  be  reduced  or  eliminated  entirely.   Such   a
reduction or an elimination of price supports could  have  a
material   adverse  affect  on  the  Company's   agriculture
operations, and possibly could cause the Company to evaluate
the cessation of its remaining sugar cane operations.

      In  August  1993, the Company announced its  plans  to
phase out the sugar operations at its Oahu Sugar Company  by
mid-1995,  such phase out coinciding with the expiration  of
its  major  land lease on Oahu.  Oahu Sugar, which  operated
almost  entirely on leased land, had incurred losses in  its
sugar operations in prior years and expected those losses to
continue  in  the  future. Oahu Sugar  completed  the  final
harvest of its crop in April 1995. The Company has shut down
Oahu  Sugar  and any estimated future costs related  to  the
shut down are not expected to have a material adverse effect
on  the financial condition of the Company.  The Company  is
currently  pursuing development of the fee  simple  land  it
owns adjacent to the Oahu Sugar mill site, including seeking
the  necessary  government approvals for a light  industrial
subdivision  for  a  portion of the property,  as  discussed
below.

       The   sugar   industry  in  Hawaii  has   experienced
significant  difficulties during  the  past  several  years.
Growers  in  Hawaii have struggled with the  high  costs  of
production,  which  have  led  to  the  closure  of  several
plantations,  including the Company's  sugar  operations  on
Oahu  in  1995.   The  Company has tried  to  address  these
challenges through a number of different measures, including
a  restructuring in 1995, whereby its two Kauai  plantations
were  consolidated  and  all of the  sugar  operations  were
changed to a seasonal mode.

      While  the above-noted changes have helped  to  reduce
expenses,  the Company must continue to explore alternatives
to  further address the high costs of sugar production.  One
such  alternative relates to the three-year  labor  contract
the  Company has with its sugar plantation employees,  which
expires  in  February  1998.   Within  the  contract  is   a
provision  that  allows  the  Company  and  the   union   to
renegotiate  wages  in  February  1997.   In  light  of  the
difficulties  the Company has had in trying to  improve  the
operating results of its sugar business, management has been
meeting  with  union representatives to discuss  appropriate
wage  levels.  Although the Company is hopeful that it  will
reach agreement on contract modifications that would help to
improve the viability of its sugar plantations, there are no
assurances that sufficient changes will be agreed upon.