SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
MAUI LAND & PINEAPPLE COMPANY, INC.
(Name of Issuer)
COMMON
(Title of Class of Securities)
577345-10-1
(CUSIP Number)
Check the following box if a fee is being paid with this
statement: [ ]
A fee is not required only if the filing person (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class. See
Rule 13d-7.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act, but shall
be subject to all other provisions of the Act (however, see the
Notes).
(continued on following pages)
CUSIP No. 577345-10-1
13G
1. Name of Reporting Person: MAUI LAND & PINEAPPLE COMPANY,
INC. EMPLOYEE STOCK OWNERSHIP PLAN
EIN: 99-0107542
2. Check appropriate box if a member of a group* (a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship: Hawaii law governs the Plan and the related
Trust Agreement.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. Sole voting power: -0-
6. Shared voting power: 523,288
7. Sole dispositive power: -0-
8. Shared dispositive power: 523,288
9. Aggregate amount beneficially owned by each reporting
person: 523,288
10. Check box if aggregate amount in 9. above excludes certain
shares*: [ ]
11. Percent of class represented by amount in 9. above: 7.3%
12. Type of reporting person*: EP
Item 1(a) Name of Issuer: MAUI LAND & PINEAPPLE COMPANY, INC.
Item 1(b) Address of Issuer's Principal Executive Offices:
120 KANE STREET, KAHULUI, MAUI, HAWAII
Item 2(a) Name of Person Filing: MAUI LAND & PINEAPPLE COMPANY,
INC. EMPLOYEE STOCK OWNERSHIP PLAN
EIN: 99-0107542
Item 2(b) Address of Principal Business Office or Residence:
120 KANE STREET, KAHULUI, MAUI, HAWAII
Item 2(c) Citizenship: Hawaii law governs the Plan and the
related Trust Agreement.
Item 2(d) Title of Class of Securities: COMMON
Item 2(e) CUSIP Number: 577345-10-1
Item 3 If this statement is filed pursuant to Rules 13d-1(b)
or 13d-2(b), check whether the person filing is a:
(a) [ ] Broker or dealer registered under
Section 15 of the Act;
(b) [ ] Bank as defined in Section 3(a)(6)
of the Act;
(c) [ ] Insurance company as defined in
Section 3(a)(19) of this Act;
(d) [ ] Investment company registered under
Section 3 of the Investment Company Act;
(e) [ ] Investment adviser registered under
Section 203 of the Investment Advisers Act of
1940;
(f) [X] Employee Benefit Plan, Pension Fund which
is subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see 13d-1(b)(1)(ii)(F);
(g) [ ] Parent holding company, in accordance
with 13d-1(b)(ii)(G); (note: see item 7)
(h) [ ] Group, in accordance with Rule 13d-
1(b)(1)(ii)(H);
Item 4 Ownership:
(a) Amount beneficially owned: 523,288
(b) Percent of class: 7.3%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the
vote: -0-
(ii) Shared power to vote or to direct the
vote: 523,288
(iii) Sole power to dispose or to direct
the disposition of: -0-
(iv) Shared power to dispose or to direct the
disposition of: 523,288
The foregoing beneficial ownership figures concerning shared
dispositive and voting power, and aggregate beneficial ownership,
include the full number of shares held by each entity listed in
Part B of Exhibit A as to which the undersigned serves as one of
multiple trustees, general partners, or directors. Inclusion of
such shares in response to Item 4 does not constitute an
admission that the undersigned is a beneficial owner of shares
held by such entities.
Item 5 Ownership of five percent or less of a class:
Inapplicable.
Item 6. Ownership of more than five percent on behalf of
another person:
Inapplicable.
Item 7. Identification and classification of the subsidiary
which acquired the security being reported on by the
parent holding company:
Inapplicable.
Item 8. Identification and classification of members of the
group:
Inapplicable.
Item 9. Notice of dissolution of group: Inapplicable.
Item 10 Certification:
By signing below the Plan certifies that, to the best
of its knowledge and belief, the securities referred to
above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not
have the effect of changing or influencing the control
of the issuer of such securities and were not acquired
in connection with or as a participant in any
transaction having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the
information set forth in this statement is true,
complete and correct.
MAUI LAND & PINEAPPLE COMPANY, INC. EMPLOYEE STOCK
OWNERSHIP PLAN
BY ITS ADMINISTRATIVE COMMITTEE:
/S/ PAUL J. MEYER 1/5/99
PAUL J. MEYER/CHAIRMAN DATE
/S/ DARRYL Y. H. CHAI 1/8/99
DARRYL Y. H. CHAI DATE
/S/ GARY L. GIFFORD 1/11/99
GARY L. GIFFORD DATE
/S/ DOUGLAS R. SCHENK 1/5/99
DOUGLAS R. SCHENK DATE
/S/ DONALD A. YOUNG 1/11/99
DONALD A. YOUNG DATE
