UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

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): April 15, 2008

KAANAPALI LAND, LLC
(Exact name of registrant as specified in its charter) 

 Delaware 000-50273 01-0731997
---------------- ------------ --------------------
(State or other) (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Organization

900 N. Michigan Avenue, Chicago, Illinois 60611
(Address of principal executive office)

Registrant's telephone number, including area code: (312) 915-1987

N/A
(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 (see General Instruction A.2. below):

[ ] 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))

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ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

In connection with finalizing our previously announced award of Class C Common Shares of Kaanapali Land, LLC (the "Company"), we have amended our Amended and Restated Limited Liability Company Agreement dated as of November 14, 2002 (the "LLC Agreement"). A copy of the Amendment dated as of April 15, 2008 to the LLC Agreement is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Businesses Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Exhibits.

3.1 Amendment, dated as of April 15, 2008, to the Amended and Restated Limited Liability Company Agreement of Kaanapali Land, LLC dated as of November 14, 2002

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SIGNATURE

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 hereunto duly authorized.

Kaanapali Land, LLC
(Registrant) 

Date: April 21, 2008 /s/ Gailen Hull
 ------------------------------
 Name: Gailen Hull
 Title: Senior Vice President

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EXHIBIT INDEX 

EXHIBIT
NO. DESCRIPTION
------- -----------

 3.1 Amendment, dated as of April 15, 2008, to the Amended and
 Restated Limited Liability Company Agreement of Kaanapali
 Land, LLC dated as of November 14, 2002

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