SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                            SCHEDULE 13G
             Under the Securities Exchange Act of 1934

                         (Amendment No. 7)*

                     Alexander & Baldwin, Inc.
             ------------------------------------------
                          (Name of Issuer)


                            Common Stock
            -------------------------------------------
                  (Title of Class and Securities)

                             014482103
             --------------------------------------------
               (CUSIP Number of Class of Securities)



* 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 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 page(s))

CUSIP No. 014482103                                     13G
- -------------------------------------------------------------------
(1)  NAMES OF REPORTING PERSONS
     Southeastern Asset Management, Inc.      I.D. No. 62-0951781
- -------------------------------------------------------------------
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                                              (a)
                                              (b) X
- -------------------------------------------------------------------
(3)  SEC USE ONLY
- -------------------------------------------------------------------
(4)  CITIZENSHIP OR PLACE OF ORGANIZATION
     Tennessee
- -------------------------------------------------------------------
                                   :(5) SOLE VOTING POWER
                                   :    (Discretionary Shares)
NUMBER OF SHARES BENEFICIALLY      :    3,999,500 shares (8.9%)
OWNED BY EACH REPORTING PERSON     --------------------------------
WITH                               :(6) NO VOTING POWER
                                        (Clients Vote Shares)
                                        2,791,900 Shares
                                   :    (Includes shares owned by
                                        Longleaf Partners Fund)
                                   --------------------------------
                                   :(7) SOLE DISPOSITIVE POWER
                                   :    (Discretionary Shares)
                                   :    4,196,900 shares (9.4%)
                                   --------------------------------
                                   :(8) NO DISPOSITIVE POWER
                                        (Clients Determine)
                                        2,594,500 shares (Includes
                                        shares owned by Longleaf
                                        Partners Fund)
- -------------------------------------------------------------------
(9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      (All Discretionary Shares With Voting Power)
        3,999,500 shares
      (All Discretionary Shares With Dispositive Power)
        4,196,900 shares
- -------------------------------------------------------------------
(10)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
      CERTAIN SHARES /x/
      Non-Discretionary Shares and Investment Company Shares -
       See items 3 and 4 of text
- -------------------------------------------------------------------
(11)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
       8.9%   (All Discretionary Shares With Voting Power)
       9.4%   (All Discretionary Shares With Dispositive Power)
- -------------------------------------------------------------------
(12)  TYPE OF REPORTING PERSON
      IA
- -------------------------------------------------------------------

CUSIP No. 014482103                                       13G
- -------------------------------------------------------------------
(1)  NAMES OF REPORTING PERSONS
     Longleaf Partners Fund                   I.D. No. 63-6147721

- -------------------------------------------------------------------
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                                              (a)
                                              (b) X
- -------------------------------------------------------------------
(3)  SEC USE ONLY
- -------------------------------------------------------------------
(4)  CITIZENSHIP OR PLACE OF ORGANIZATION
     Massachusetts business trust
- -------------------------------------------------------------------
                                   :(5) SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY           1,565,000 shares
OWNED BY EACH REPORTING PERSON
WITH                               --------------------------------
                                   :(6) SHARED VOTING POWER
                                   :    None
                                   --------------------------------
                                   :(7) SOLE DISPOSITIVE POWER
                                   :    1,565,000 shares
                                   --------------------------------
                                   :(8)  SHARED DISPOSITIVE POWER
                                   :     None
- -------------------------------------------------------------------
(9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       1,565,000  shares
- -------------------------------------------------------------------
(10)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
      CERTAIN SHARES
- -------------------------------------------------------------------
(11)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
       3.5%
- -------------------------------------------------------------------
(12)  TYPE OF REPORTING PERSON
      IV
- -------------------------------------------------------------------













CUSIP No. 014482103                                       13G
- -------------------------------------------------------------------
(1)  NAMES OF REPORTING PERSONS
     O. Mason Hawkins                         I.D. No. ###-##-####
- -------------------------------------------------------------------
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                                              (a)
                                              (b) X
- -------------------------------------------------------------------
(3)  SEC USE ONLY
- -------------------------------------------------------------------
(4)  CITIZENSHIP OR PLACE OF ORGANIZATION
     Citizen of United States
- -------------------------------------------------------------------
                                   :(5) SOLE VOTING POWER
                                   :   (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY      :    None
OWNED BY EACH REPORTING PERSON     --------------------------------
WITH                               :(6) SHARED VOTING POWER

                                   :    None
                                   --------------------------------
                                   :(7) SOLE DISPOSITIVE POWER

                                   :    None
                                   --------------------------------
                                   :(8) SHARED DISPOSITIVE POWER

                                   :    None
- -------------------------------------------------------------------
(9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       None  (See Item 3 )
- -------------------------------------------------------------------
(10)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
      CERTAIN SHARES
- -------------------------------------------------------------------
(11)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
      0.0%
- -------------------------------------------------------------------
(12)  TYPE OF REPORTING PERSON
      IN
- -------------------------------------------------------------------










Item 1.

     (a). Name of Issuer: Alexander & Baldwin, Inc.  ("Issuer")

     (b). Address of Issuer's Principal Executive Offices:

          822 Bishop Street
          Honolulu, HI 96813

Item 2.

     (a) and (b). Names and Principal Business Addresses of Persons
         Filing:

         (1). Southeastern Asset Management, Inc.
              6410 Poplar Avenue; Suite 900
              Memphis, TN 38119

         (2). Longleaf Partners Fund
              6410 Poplar Avenue; Suite 900
              Memphis, TN 38119

         (3). Mr. O. Mason Hawkins
              Chairman of the Board and C.E.O.
              Southeastern Asset Management, Inc.
              6410 Poplar Avenue; Suite 900
              Memphis, TN 38119

     (c). Citizenship:

          Southeastern Asset Management, Inc. - A Tennessee
            corporation

          Longleaf Partners Fund - a series of Longleaf Partners
            Funds Trust, a Massachusetts business trust

          Mr. O. Mason Hawkins - U.S. Citizen

     (d). Title of Class of Securities:  Common Stock (the
            "Securities").

     (e). Cusip Number: 014482103

Item 3.  If this statement is filed pursuant to Rules 13d-1 (b) or
 13d-2 (b), check whether the person filing is a:

     (d). Investment Company registered under Sec. 8 of the
          Investment Company Act- Longleaf Partners Fund, a
          series of Longleaf Partners Funds Trust, a Massachusetts
          business trust

     (e). Investment Advisor registered under Section 203 of the
          Investment Advisers Act of 1940 - Southeastern Asset
          Management, Inc.

          The Securities covered by this report are owned legally
          by the investment advisory clients of Southeastern Asset
          Management, Inc. and by Longleaf Partners Fund; none are
          legally owned directly or indirectly by Southeastern
          Asset Management, Inc.  and none are physically held by
          or registered in the name of Southeastern Asset
          Management, Inc. As permitted by Rule 13d-4, the filing
          of this statement shall not be construed as an admission
          that Southeastern Asset Management, Inc.  is the
          beneficial owner of any of the securities covered by this
          statement.

     (g). Parent Holding Company.  This statement is also being
          filed by Mr. O. Mason Hawkins, Chairman of the Board and
          C.E.O. of Southeastern Asset Management, Inc. in the
          event he could be deemed to be a controlling person of
          that firm as the result of his official positions with or
          ownership of its voting securities. The existence of such
          control is expressly disclaimed.  Mr. Hawkins does not
          legally own directly or indirectly any securities covered
          by this statement for his own account.  As permitted by
          Rule 13d-4, the filing of this statement shall not be
          construed as an admission that Mr. Hawkins is the
          beneficial owner of any of the securities covered by this
          statement.

Item 4. Ownership:

     (a). Amount Beneficially Owned: (At December 31, 1998)
            (1). Discretionary Shares - Southeastern Asset
                 Management, Inc.

                 Sole Voting Power - 3,999,500 shares
                 Sole Dispositive Power - 4,196,900 shares

            (2). Longleaf Partners Fund - 1,565,000 shares

     (b). Percent of Class:
            (1). Discretionary Shares - Southeastern Asset
                 Management, Inc.

                 Sole Voting Power - 8.9%
                 Sole Dispositive Power - 9.4%

            (2). Longleaf Partners Fund - 3.5%

          Above percentages based on 44,710,740 shares of Common
          Stock outstanding.



     (c). Number of shares as to which such person has:

          (i). sole power to vote or to direct the vote:

               (1). Southeastern Asset Management, Inc.
                    Discretionary Shares - 3,999,500 shares (8.9%)
               (2). Longleaf Partners Fund -
                    1,565,000 shares (3.5%)

           (ii). No power to vote or to direct the vote:

                 Southeastern Asset Management, Inc. -
                   Non-Discretionary Shares for which beneficial
                     ownership is expressly disclaimed -
                     2,791,900 shares

          (iii). sole power to dispose or to direct the disposition
                 of:

               (1). Southeastern Asset Management, Inc.
                     Discretionary Shares
                     4,196,900 shares (9.4%)

               (2). Longleaf Partners Fund -
                    1,565,000 shares (3.5%)

           (iv). No power to dispose or to direct the disposition
                 of:

                 Southeastern Asset Management, Inc. -
                    Non-Discretionary Shares for which beneficial
                    ownership is expressly disclaimed -
                    2,594,500 shares

Item 5. Ownership of Five Percent or Less of a Class:  N/A
Item 6. Ownership of More Than Five Percent on Behalf of Another
        Person:  N/A
Item 7. Identification and Classification of the Subsidiary Which
        Acquired the Security Being Reported on By the Parent
        Holding Company:  N/A
Item 8. Identification and Classification of Members of the Group:
        N/A Item 9. Notice of Dissolution of Group:  N/A


Item 10. Certification: By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and were not
acquired for the purpose 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 purposes or effect.



                             Signatures

After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete, and
correct.

Dated: February 10, 1999

Southeastern Asset                 Longleaf Partners Fund
Management, Inc.

By  /s/ Charles D. Reaves           By /s/ Charles D. Reaves
- ------------------------------    ------------------------------
Charles D. Reaves                   Charles D. Reaves
Vice President and                  Executive Vice President
General Counsel

O. Mason Hawkins, Individually

/s/ O. Mason Hawkins
- --------------------------------

                       Joint Filing Agreement

In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, the persons or entities named below agree to the joint
filing on behalf of each of them of this Schedule 13G with respect
to the Securities of the Issuer and further agree that this joint
filing agreement be included as an exhibit to this Schedule 13G. In
evidence thereof, the undersigned hereby execute this Agreement as
of the 10th day of February, 1999.

Southeastern Asset                 Longleaf Partners Fund
Management, Inc.

By  /s/ Charles D. Reaves           By /s/ Charles D. Reaves
- ------------------------------    ------------------------------
Charles D. Reaves                   Charles D. Reaves
Vice President and                  Executive Vice President
General Counsel

O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
- --------------------------------