SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 13D

(RULE 13D-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)

(Amendment No. 1)

ML Macadamia Orchards, L.P.

(NAME OF ISSUER)

Class A Units

(TITLE OF CLASS OF SECURITIES)

55307U107

(CUSIP NUMBER)

JAN H. LOEB

LEAP TIDE CAPITAL MANAGEMENT, INC.

10451 Mill Run Circle, Suite 400

Owings Mills, Maryland 21117

(410) 654-3315

(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON

AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)

June 7, 2011 

(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

IF  THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT THE  ACQUISITION  WHICH  IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS SCHEDULE BECAUSE OF RULE 13D-1(E), 13D-1(F) OR 13D-1(G), CHECK THE FOLLOWING BOX /X/.

NOTE: SCHEDULES FILED IN PAPER FORMAT SHALL INCLUDE A SIGNED ORIGINAL AND FIVE COPIES OF THE SCHEDULE, INCLUDING ALL EXHIBITS. SEE RULE 13D-7 FOR OTHER PARTIES TO WHOM COPIES ARE TO BE SENT.

*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 DISCLOSURES PROVIDED IN A PRIOR COVER PAGE.

THE INFORMATION REQUIRED ON 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).

SCHEDULE 13D

CUSIP NO 55307U107

(1)	NAME OF REPORTING PERSON
	LEAP TIDE CAPITAL MANAGEMENT, INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) x
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
			604,357
NUMBER OF		8	SHARED VOTING POWER
SHARES
BENEFICIALLY			0
OWNED BY		9	SOLE DISPOSITIVE POWER
EACH REPORTING
PERSON WITH			604,357
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING PERSON
	604,357
12	CHECK  BOX  IF  THE  AGGREGATE  AMOUNT  IN  ROW  (11) EXCLUDES  CERTAIN  SHARES  (SEE  INSTRUCTIONS)
	o
13	PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)
	8.06%
14	TYPE  OF  REPORTING  PERSON  (SEE  INSTRUCTIONS)
	CO

SCHEDULE 13D

CUSIP NO 55307U107

(1)	NAME OF REPORTING PERSON
	Jan Loeb
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) x
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
		7	SOLE VOTING POWER
			604,357
NUMBER OF		8	SHARED VOTING POWER
SHARES
BENEFICIALLY			0
OWNED BY		9	SOLE DISPOSITIVE POWER
EACH REPORTING
PERSON WITH			604,357
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING PERSON
	604,357
12	CHECK  BOX  IF  THE  AGGREGATE  AMOUNT  IN  ROW  (11) EXCLUDES  CERTAIN  SHARES  (SEE  INSTRUCTIONS)
	o
13	PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)
	8.06%
14	TYPE  OF  REPORTING  PERSON  (SEE  INSTRUCTIONS)
	IN

CUSIP No. 55307U107

ITEM 1.	SECURITY  AND  ISSUER.
	This statement related to the Class A Units (“Units”) of ML Macadamia Orchards, L.P. (the “Partnership”), which has its principal office at 26-238 Hawaii Belt Road, Hilo, Hawaii 96720

ITEM 2.  IDENTITY  AND  BACKGROUND.

(a)   This statement is being filed by (i) Leap Tide Capital Management, Inc. and (ii) Jan Loeb. Collectively, these entities are referred to as the “Reporting Persons.”

(b)   The principal address of the Reporting Persons is 10451 Mill Run Circle, Suite 400, Owings Mills, Maryland 21117.

(c)   Jan Loeb is the President of Leap Tide Capital Management, Inc. and a member of its board of directors. Mr. Loeb’s business address is 10451 Mill Run Circle, Owings Mills, MD 21117.

(d)   During the last five years, Mr. Loeb has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)   During the last five years, Mr. Loeb was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)   Leap Tide Capital Management, Inc. was organized under the laws of the State of Delaware, and Jan Loeb is a citizen of the United States of America.

ITEM 3.	SOURCE  AND  AMOUNT  OF  FUNDS  OR  OTHER  CONSIDERATION.
	The Units purchased by the Reporting Persons were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase cost of the Units owned in the aggregate by the Reporting Persons is approximately $2,412,196, including brokerage commissions.

ITEM 5.  INTEREST  IN  SECURITIES  OF  THE  ISSUER.

(a)   The Reporting Persons beneficially own 604,357 Units of the Partnership.  Based on the number of units reported as outstanding in ML Macadamia Orchards LP’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2011, this represents 8.06% of the outstanding Units.

(b)   The number of Units as to which Leap Tide Capital Management, Inc. has:

(i)	sole power to vote or to direct the vote: 604,357
(ii)	shared power to vote or to direct the vote:  0
(iii)	sole power to dispose of or to direct the disposition of: 604,357
(iv)	shared power to dispose of or to direct the disposition of:  0

The number of Units as to which Jan Loeb has:

(i)	sole power to vote or to direct the vote: 604,357
(ii)	shared power to vote or to direct the vote:  0
(iii)	sole power to dispose of or to direct the disposition of: 604,357
(iv)	shared power to dispose of or to direct the disposition of:  0

CUSIP No. 55307U107

(c)   Units purchased since the filing of Schedule 13D dated November 9, 2010:

Units	Price	Date
63,490	2.81	10/12/10
3,000	2.68	4/12/11
2,500	2.69	4/13/11
700	2.64	4/18/11
1,000	2.64	4/21/11
500	2.68	4/27/11
3,000	2.67	4/28/11
53,359	2.64	6/7/11
1,200	2.64	6/7/11

ITEM 6.	CONTRACTS,  ARRANGEMENTS,  UNDERSTANDINGS,  OR  RELATIONSHIPS  WITH RESPECT  TO  SECURITIES  OF  THE  ISSUER.
	Except as set forth herein, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the Units.

ITEM  7.    MATERIALS  TO  BE  FILED  AS  EXHIBITS.

Exhibit No.	Description
99.1	Joint Filing Agreement, dated as of June 10, 2011, by and between Jan Loeb and Leap Tide Capital Management, Inc.

CUSIP No. 55307U107

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.

DATED:  June 10, 2011

LEAP TIDE CAPITAL MANAGEMENT, INC.,

A Delaware Corporation

/s/ Jan Loeb

By: Jan Loeb

Its: President

/s/ Jan Loeb

Jan Loeb

EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the Class A Units of ML Macadamia Orchards, L.P. dated as of June 10, 2011 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(c) under the Securities Exchange Act of 1934.

Date:  June 10, 2011

LEAP TIDE CAPITAL MANAGEMENT, INC.,

A Delaware Corporation

/s/ Jan Loeb

By: Jan Loeb

Its: President

/s/ Jan Loeb

Jan Loeb