WASHINGTON, D.C. 20549

                            FORM 8-K

                         CURRENT REPORT
             Pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2005

     (Exact name of registrant as specified in its charter)

            HAWAII                    1-6510            99-0107542
(State or other jurisdiction of    (Commission       (I.R.S. Employer
incorporation or organization)     File Number)      Identification No.)

120 Kane Street, P. O. Box 187, Kahului, Maui, Hawaii   96733-6687
      (Address of Principal Executive Offices)          (Zip Code)
Registrant's telephone number, including area code:  (808) 877-3351

  Former Name or Former Address, if Changed Since Last Report

Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))

[    ]  Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))


On July 29, 2005, David C. Cole, Chairman, Chief Executive
Officer and President of the Company, and Stephen M. Case, a
significant stockholder of the Company, entered into a Memorandum
Agreement whereby Messrs. Cole and Case, or their nominees, will
together form a limited liability company for the purpose of
making investments.  Mr. Cole, or his nominee, Aquaterra, Inc., 
a Delaware corporation owned by Mr. Cole, will be the manager of 
the limited liability company and will make essentially all 
investment decisions for the entity.  Upon formation, Mr. Cole 
will contribute $100,000, and Mr. Case will contribute 100,000 
times the price of the Company's stock on the day prior to the 
funding of the limited liability company, less $1,325,000.  
After Mr. Cole receives a special allocation of income that is 
equal to the initial contributions of both Cole and Case, all 
other income will be allocated equally between Messrs. Cole and 
Case.  The limited liability company is expected to be formed by 
August 31, 2005, upon which the contributions described above 
will be made.  Upon dissolution of the limited liability company, 
Mr. Cole will receive a distribution of $100,000 and any 
remaining capital will be distributed to Messrs. Cole and Case 
in proportion to their remaining capital accounts.

The Memorandum Agreement replaces an agreement dated August 12,
2003 in which Mr. Cole was granted the right to purchase 100,000
shares of common stock of the Company owned by the Stephen M.
Case Revocable Trust.


      Pursuant to the requirements of the Securities Exchange Act
of  1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

                            MAUI LAND & PINEAPPLE COMPANY, INC.

August 3, 2005          /S/ FRED W. RICKERT
Date                        Fred W. Rickert
                            Vice President/Chief Financial Officer
                            (Principal Financial Officer)