Sec Form 4 Filing - HOLADAY G STEPHEN @ ALEXANDER & BALDWIN INC - 2008-01-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HOLADAY G STEPHEN 2. Issuer Name and Ticker or Trading Symbol ALEXANDER & BALDWIN INC [ ALEX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) President of Agribusiness div. (Last) (First) (Middle) 822 BISHOP STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/30/2008 (Street) HONOLULU, HI96813 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) 01/30/2008 A( 2 ) 1,127 A $ 0 66,860 I By Revocable Living Trust Common Stock ( 1 ) 01/30/2008 F 877 D ( 3 ) $ 44.3 65,983 I By Revocable Living Trust Common Stock ( 1 ) 01/30/2008 A( 4 ) 651 A $ 45.38 66,634 I By Revocable Living Trust Common Stock ( 1 ) 01/30/2008 A( 5 ) 325 A $ 0 66,959 I By Revocable Living Trust Common Stock ( 1 ) 01/30/2008 A( 6 ) 1,836 A $ 0 68,795 I By Revocable Living Trust Common Stock 408.37 I By TCESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option $ 45.38 01/30/2008 A 5,286 01/30/2009( 7 ) 01/29/2018 Common Stock ( 1 ) 5,286 $ 0 5,286 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOLADAY G STEPHEN 822 BISHOP STREET HONOLULU, HI96813 President of Agribusiness div. Signatures /s/ Holaday, G. Stephen 02/01/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On June 25, 1998, the Board of Directors of the Company declared a dividend, with respect to each share of common stock, of Common Stock Purchase Rights (the 'Rights') pursuant to a Rights Agreement, dated as of June 25, 1998. The Rights are currently attached to, represented by, and transferable with, certificates representing outstanding shares of common stock. ( 2 )Shares issued under the Issuer's 2007 Incentive Compensation Plan ( 3 )Represents common stock withheld by the issuer to cover tax withholding obligations arising from the vesting of a previous grant of restricted shares. ( 4 )Shares issued under the Issuer's Restricted Stock Bonus Plan with cash received as a bonus under the Issuer's Performance Improvement Incentive Plan. ( 5 )Bonus shares issued in respect of the shares described in previous footnote regarding Issuer's Restricted Stock Bonus Plan. ( 6 )Restricted shares issued under the Issuer's 2007 Incentive Compensation Plan. ( 7 )The option vests in three equal annual installments beginning a year from the transaction date.

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