DOLE FOOD COMPANY INC
10-Q, 1996-07-10
AGRICULTURAL PRODUCTION-CROPS
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<PAGE>

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                            FORM 10-Q

(mark one)

[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
     OF THE SECURITIES AND EXCHANGE ACT OF 1934

     For the quarterly period ended June 15, 1996 

                         OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
     OF THE SECURITIES EXCHANGE ACT OF 1934

     For the transition period from ____________to____________

Commission File Number 1-4455

                         DOLE FOOD COMPANY, INC.               
         ______________________________________________________
         (Exact name of registrant as specified in its charter)


            HAWAII                                  99-0035300   
_______________________________              ___________________
(State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)              Identification No.)


                         31365 Oak Crest Drive
                  Westlake Village, California 91361          
      _____________________________________________________
      (Address of principal executive offices and zip code)

                         (818) 879-6600                    
      _____________________________________________________
      (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                         Yes  X   No    
                            _____   _____

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

         Class             Shares Outstanding at July 3, 1996
 _____________________     __________________________________
 Common Stock, without                  60,065,886
       par value



                                       

<PAGE>

                            DOLE FOOD COMPANY, INC. 

                                     Index

                                                                      Page
                                                                      Number
                                                                      ------

Part I.   Financial Information

  Item 1.  Financial Statements

     Consolidated Statements of Income -- quarters and half 
     years ended June 15, 1996 and June 17, 1995...................    3-4
     
     Consolidated Balance Sheets -- June 15, 1996 and  
     December 30, 1995.............................................     5
     
     Consolidated Statements of Cash Flow -- half years
     ended June 15, 1996 and June 17, 1995.........................     6

     Notes to Consolidated Financial Statements....................     7

  Item 2.  Management's Discussion and Analysis of 
     Financial Condition and Results of Operations.................    8-9


Part II.  Other Information

  Item 3.  Legal Proceedings.......................................     10

  Item 4.  Submission of Matters to a Vote of Security Holders.....    10-11

  Item 6.  Exhibits and Reports on Form 8-K........................     11

  Signatures.......................................................     12



                                      -2-



<PAGE>

                                    PART I.
                             FINANCIAL INFORMATION

                          ITEM 1.  FINANCIAL STATEMENTS

                            DOLE FOOD COMPANY, INC. 

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                       (in 000s, except per share amounts)


                                                         Quarter Ended
                                                   ------------------------
                                                    June 15,       June 17,
                                                      1996          1995  
                                                  ----------     ----------

Revenue                                           $1,041,191     $1,068,814
Cost of products sold                                861,599        885,391
                                                  ----------     ----------
  Gross margin                                       179,592        183,423
Selling, marketing and administrative
   expenses                                           88,423        107,209
                                                  ----------     ----------
  Operating income                                    91,169         76,214

Interest expense                                     (16,382)       (20,772)
Interest income                                        1,419            968
Other income (expense) - net                           1,374         (3,110)
Net gain on assets sold or held for disposal               -         61,655
                                                  ----------     ----------

Income from continuing operations,
   before income taxes                                77,580        114,955

Income taxes                                         (14,000)       (39,100)
                                                  ----------     ----------

Income from continuing operations                     63,580         75,855

Income from discontinued operations,
   net of income taxes                                     -          2,807
                                                  ----------     ----------

Net income                                        $   63,580     $   78,662
                                                  ----------     ----------
                                                  ----------     ----------

Earnings per common share:                                  
   Continuing operations                          $     1.05     $     1.27
   Discontinued operations                                 -            .05
                                                  ----------     ----------

Net income per common share                       $     1.05     $     1.32
                                                  ----------     ----------
                                                  ----------     ----------

Average number of common shares outstanding           60,476         59,698
                                                  ----------     ----------
                                                  ----------     ----------



             See Notes to Consolidated Financial Statements.



                                      -3-

<PAGE>

                            DOLE FOOD COMPANY, INC. 

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                       (in 000s, except per share amounts)


                                                        Half Year Ended
                                                   ------------------------
                                                    June 15,       June 17,
                                                      1996          1995  
                                                  ----------     ----------

Revenue                                           $1,855,629     $1,917,938
Cost of products sold                              1,549,047      1,583,766
                                                  ----------     ----------
  Gross margin                                       306,582        334,172
Selling, marketing and administrative                          
   expenses                                          168,238        203,212
                                                  ----------     ----------
  Operating income                                   138,344        130,960
                                                               
Interest expense                                     (33,384)       (44,863)
Interest income                                        3,603          3,184
Other income (expense) - net                           5,526         (3,970)
Net gain on assets sold or held for disposal               -         61,655
                                                  ----------     ----------
                                                               
Income from continuing operations,                             
   before income taxes                               114,089        146,966
                                                               
Income taxes                                         (20,500)       (46,700)
                                                  ----------     ----------
                                                               
Income from continuing operations                     93,589        100,266
                                                               
Income from discontinued operations,                           
  net of income taxes                                      -          2,017
                                                  ----------     ----------
                                                               
Net income                                        $   93,589     $  102,283
                                                  ----------     ----------
                                                  ----------     ----------
                                                               
Earnings per common share                                      
   Continuing operations                          $     1.55     $     1.68
   Discontinued operations                                 -            .03
                                                  ----------     ----------
                                                               
Net income per common share                       $     1.55     $     1.71
                                                  ----------     ----------
                                                  ----------     ----------
                                                               
Average number of common shares outstanding           60,393         59,705
                                                  ----------     ----------
                                                  ----------     ----------



                                    
             See Notes to Consolidated Financial Statements.



                                      -4-

<PAGE>

                            DOLE FOOD COMPANY, INC. 

                           CONSOLIDATED BALANCE SHEETS
                                    (in 000s)



                                                     June 15,       December 30,
                                                       1996             1995
                                                    (Unaudited)      (Audited)
                                                    -----------     -----------

Current assets
  Cash and short-term investments                    $   35,173      $   72,151
  Receivables - net                                     507,618         462,303
  Inventories
     Finished products                                  204,418         179,390
     Raw materials and work in progress                 152,406         216,830
     Growing crop costs                                  40,479          51,980
     Packing materials                                   23,337          25,227
     Operating supplies and other                        94,513          86,233
                                                     ----------      ----------
                                                        515,153         559,660
Prepaid expenses                                         55,702          43,087
                                                     ----------      ----------
         Total current assets                         1,113,646       1,137,201

Investments                                              62,147          63,319
Property, plant and equipment - net                   1,022,907       1,016,991
Long-term receivables - net                              34,495          28,409
Other assets                                            182,576         196,272
                                                     ----------      ----------
                                                     $2,415,771      $2,442,192
                                                     ----------      ----------
                                                     ----------      ----------
Current liabilities
  Notes payable                                      $    8,778      $   21,778
  Current portion of long-term debt                       1,934           1,779
  Accounts payable and accrued liabilities              649,291         633,333
                                                     ----------      ----------
         Total current liabilities                      660,003         656,890

Long-term debt                                          790,179         895,998
Other long-term liabilities                             354,258         354,545
Minority interests                                       24,919          26,324
Common shareholders' equity
  Common stock                                          320,697         320,497
  Additional paid-in capital                            176,036         170,266
  Retained earnings                                     139,865          58,269
  Cumulative foreign currency translation
     adjustment                                         (50,186)        (40,597)
                                                     ----------      ----------
         Total common shareholders' equity              586,412         508,435
                                                     ----------      ----------
                                                     $2,415,771      $2,442,192
                                                     ----------      ----------
                                                     ----------      ----------


                 See Notes to Consolidated Financial Statements.



                                      -5-


<PAGE>

                            DOLE FOOD COMPANY, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                               (Unaudited)
                                (in 000s)

                                                       Half Year Ended 
                                                    ----------------------
                                                     June 15,    June 17,
                                                       1996        1995 
                                                    ---------    ---------
Operating activities
  Income from continuing operations                 $  93,589    $ 100,266
  Adjustments to continuing operations
    Depreciation and amortization                      51,271       52,936
    Equity earnings, net of distributions              (1,914)        (930)
    Net gain on assets sold or held for disposal            -      (61,655)
    Provision for deferred income taxes                11,908       14,549
    Other                                              (4,054)         969
    Change in operating assets and liabilities
      Receivables - net                               (50,444)      (5,908)
      Inventories                                      44,606           11
      Prepaid expenses                                (12,615)     (14,269)
      Accounts payable and accrued liabilities         15,958      128,381
      Other                                            (9,206)       1,967
                                                    ---------    ---------
  Cash flow from operating activities
    of continuing operations                          139,099      216,317
  Cash flow used in operating activities
    of discontinued operations                              -       (7,149)
                                                    ---------    ---------
  Cash flow from operating activities                 139,099      209,168

Investing activities
  Capital additions                                   (34,973)     (56,510)
  Proceeds from sales of businesses and assets          9,676      376,553
  Businesses acquired, net of acquired cash           (32,578)     (10,196)
  Sales (purchases) of investments - net                6,485       (6,808)
  Other                                                     -          735
                                                    ---------    ---------
  Cash flow (used in) from investing activities
    of continuing operations                          (51,390)     303,774
  Cash flow used in investing activities
    of discontinued operations                              -       (5,803)
                                                    ---------    ---------
  Cash flow (used in) from investing
    activities                                        (51,390)     297,971

Financing activities
  Short-term repayments - net                         (13,000)     (41,661)
  Long-term repayments - net                         (105,664)    (448,735)
  Cash dividends paid                                 (11,993)     (11,897)
  Issuance of common stock                              5,970          178
                                                    ---------    ---------
  Cash flow used in financing activities
    of continuing operations                         (124,687)    (502,115)
  Cash flow used in financing activities
    of discontinued operations                              -         (728)
                                                    ---------    ---------
  Cash flow used in financing activities             (124,687)    (502,843)

(Decrease) increase in cash and short-term
  investments                                         (36,978)       4,296
Cash and short-term investments at beginning
  of period                                            72,151       45,162
                                                    ---------    ---------
Cash and short-term investments at end of period    $  35,173    $  49,458
                                                    ---------    ---------
                                                    ---------    ---------


             See Notes to Consolidated Financial Statements.


                                   -6-


<PAGE>

                        DOLE FOOD COMPANY, INC.

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (Unaudited)


  1. In the opinion of management, the accompanying unaudited
     consolidated financial statements of Dole Food Company, Inc. (the
     "Company") include all adjustments necessary to present fairly
     its financial position as of June 15, 1996, its results of operations
     for the quarter and half year then ended, and cash flow for the half 
     year then ended. Interim results are subject to significant seasonal 
     variations and are not necessarily indicative of the results of 
     operations for a full year.

     On December 28, 1995, the Company completed the separation of its
     real estate and resorts business from its food business through
     a pro rata distribution to its shareholders.  In connection with
     the distribution, 1995 operating results of the real estate and
     resorts business have been presented as discontinued operations.

     Certain prior year amounts have been reclassified to conform to
     the 1996 presentation.

  2. The Company declared and paid cash dividends on its common stock of
     approximately $12.0 million during the first half of 1996. 
     During the first half of 1995, the Company declared cash
     dividends on its common stock of approximately $5.9 million and
     paid cash dividends of approximately $11.9 million. The cash
     dividends represent the regular quarterly dividend of 10 cents
     per share.
     
  3. The Company paid interest of $34.1 million in the first half of
     1996 and $57.8 million for the same period in 1995.  The Company
     received income tax refunds (net of income taxes paid) of $12.1
     million for the first half of 1996 and paid income taxes (net of
     refunds) of $9.9 million for the first half of 1995.
     
  4. On May 19, 1995, the Company completed the sale of its worldwide
     juice and juice beverage business, resulting in initial net
     proceeds of approximately $233 million and a pretax gain of
     approximately $145 million.  In addition, during the second
     quarter of 1995, the Company began to implement its plans to sell
     certain of its agricultural properties and other assets which
     have generated low returns.  The book value of the assets to be
     sold exceeded the estimated fair value less costs to sell,
     resulting in an adjustment of $83.3 million.  The resulting net
     pretax gain of $61.7 million was recorded in the 1995 second
     quarter.  


                                    -7-


<PAGE>


                            DOLE FOOD COMPANY, INC. 

                  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

The Company's operating activities during the first half of 1996 provided
$139.1 million of cash, primarily due to operating results.

The Company had a net reduction in borrowings in the first half of 1995
due to proceeds of approximately $133 million generated from the sale and
leaseback of certain vessels and proceeds of approximately $233 million
from the sale of the worldwide juice and juice beverage business.

As a result of the significant reduction in debt, on June 5, 1996, the 
Company voluntarily reduced the commitments outstanding under its existing 
credit facility from $1 billion to $600 million.  In addition, the Company 
has received commitments for a new $600 million five-year revolving credit 
facility which will replace the existing facility. At June 15, 1996, the 
Company had net borrowings outstanding of approximately $65 million under the 
$600 million credit facility.  The Company also borrows under uncommitted 
lines of credit at rates offered from time to time by various banks that may 
or may not be lenders under the $600 million credit facility.

During the first half of 1996, the Company completed certain acquisitions
of various food operations primarily located in Europe for a total cash
purchase price of approximately $32.6 million.

Capital expenditures totaled approximately $35.0 million for the first
half of 1996 compared to approximately $56.5 million for the first half
of 1995.  The 1996 expenditures were invested in various business
expansions and modernization of existing facilities.

RESULTS OF OPERATIONS

Net income for the first half of 1996 increased to $93.6 million or
$1.55 per share compared to net income from continuing operations
of $65.4 million or $1.10 per share for the first half of 1995, excluding
the net gain on assets sold or held for disposal.  Net income for the
second quarter of 1996 increased to $63.6 million or $1.05 per share
compared to net income from continuing operations of $41.0 million or 69
cents per share for the second quarter of 1995, excluding the net gain
on assets sold or held for disposal.

Revenue for the first half of 1996 totaled $1.86 billion, compared to revenue 
from continuing operations of $1.80 billion for the same period in 1995, 
excluding revenue of $119.4 million from the beverage and pistachio 
businesses which were sold in 1995. Second quarter 1996 revenue increased to 
$1.04 billion compared to revenue from continuing operations of $1.01 billion 
for the second quarter of 1995, excluding revenue of $59.4 million from the 
beverage and pistachio businesses.  The growth in revenue is primarily 
attributable to volume increases in the banana and value added, pre-cut salad 
operations, and business acquisitions and joint ventures. 

                                 -8-


<PAGE>

                           DOLE FOOD COMPANY, INC.

             ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF

               FINANCIAL CONDITION AND RESULTS OF OPERATIONS



RESULTS OF OPERATIONS  (CONT'D)

Selling, marketing and administrative expenses decreased $35.0 million
to $168.2 million or 9% of revenue for the first half of 1996, compared
to 11% of revenue for the first half of 1995 and decreased $18.8 million
to $88.4 million or 8% of revenue for the second quarter of 1996 compared
to 10% of revenue for the second quarter of 1995.  The decrease in
expenses was primarily due to the sale of the beverage business.

Operating income increased to $138.3 million for the first half of 1996 
compared to operating income from continuing operations of $131.0 million for 
the first half of 1995.  For the second quarter of 1996, operating income 
increased to $91.2 million compared to operating income from continuing 
operations of $76.2 million for the same quarter of 1995. Higher earnings for 
the first half and second quarter of 1996 were primarily related to improved 
performance in bananas, fresh and processed pineapple and value added, precut 
salad businesses.  However, overall results were adversely impacted by the 
weaker yen during the second quarter of 1996 compared to the second quarter 
of 1995. Additionally, in 1995 the fresh vegetable business posted higher 
earnings due to temporary market conditions resulting from the March 1995 
California floods.

Interest expense, net of interest income, decreased to $29.8 million for
the first half of 1996 from $41.7 million for the first half of 1995
primarily as a result of lower average debt levels.

Other income of $5.5 million for the first half of 1996 and $1.4 million
for the second quarter of 1996 was primarily from a gain on the sale of
certain investments, and earnings from joint ventures, respectively.

The Company's effective tax rate decreased to 18% for the first half of 1996 
from 23% for continuing operations for the first half of 1995, excluding the 
impact of the net gain on assets sold or held for disposal, primarily as a 
result of the 1995 real estate and resorts business distribution which caused 
a change in the mix of the Company's foreign and domestic earnings.

                                 -9-


<PAGE>

                      PART II. OTHER INFORMATION

                        DOLE FOOD COMPANY, INC.


Item 3. Legal Proceedings

In the Company's Form 10-K for the year ended December 30, 1995, the Company 
described certain lawsuits that had been filed in Texas against some of the 
manufacturers of a formerly widely used agricultural chemical called DBCP, 
the Company and several of its competitors. In these lawsuits, a large number 
of foreign nationals allege personal injuries caused by contact with DBCP. 
The plaintiffs claim that during the 1960's and 1970's they were employees of 
Company subsidiaries, competitors and independent local growers. In October 
1995, four of the six cases pending in Texas state courts were dismissed by 
the Texas federal court on the grounds that the plaintiffs' home countries 
are the more appropriate forums for the claims. This dismissal involved 
approximately 75% of the Texas plaintiffs, many of whom have now filed claims 
in their home countries. The remaining two cases were remanded to Texas state 
courts. In March 1996, one of these remaining cases was removed to federal 
court, and in June 1996, the court denied a motion to have the case remanded 
back to state court. Similar DBCP actions were filed in Louisiana state court 
in June 1995 by plaintiffs from some of the same foreign countries. The 
Louisiana cases were removed to federal court where defendants have filed a 
motion to dismiss on the same grounds successfully asserted in the Texas 
dismissal action. In May 1996, additional DBCP actions were filed in 
Mississippi state court. These cases have been removed to federal court. As 
to all such matters, the Company has denied liability and asserted 
substantial defenses. In the opinion of management, after consultation with 
outside counsel, the pending lawsuits are not expected to have a material 
adverse effect on the Company's financial position or results of operations.

The Company is involved from time to time in other various claims and legal 
actions incident to its operations, both as plaintiff and defendant. In the 
opinion of management, after consultation with outside counsel, none of the 
claims or actions to which the Company is a party is expected to have a 
material adverse effect on the Company's financial position or results of 
operations.

Item 4.  Submission of Matters to a Vote of Security Holders

Dole Food Company, Inc. held its Annual Meeting of Stockholders (the
"Meeting") on May 9, 1996, at which the Company's stockholders voted: (1)
to elect the nominated slate of seven directors, each to serve until the
next meeting and until his or her successor has been duly elected and
qualified:  Elaine L. Chao, Mike Curb, David A. DeLorenzo, Richard M.
Ferry, James F. Gary, Zoltan Merszei and David H. Murdock; (2) to
approve amendments to the Company's 1991 Stock Option and Award Plan; (3)
to approve the Company's Non-Employee Directors Deferred Stock and Cash
Compensation Plan and (4) to elect Arthur Andersen LLP as the Company's
independent public accountants and auditors for the 1996 fiscal year.


                                   -10-


<PAGE>

Holders of record of the Company's common stock as of March 22, 1996 were 
entitled to vote at the Meeting.  On March 22, 1996, there were 59,991,726 
shares of common stock outstanding and entitled to vote and 54,312,175 of 
such shares were represented at the Meeting.  Each of the directors received 
at least 99.0% of the shares cast in favor of his or her election.  The 
shares cast for each director are as follows:  Elaine L. Chao: 53,914,930 
shares for and 397,245 shares withheld; Mike Curb: 53,915,769 shares for and 
396,406 shares withheld; David A. DeLorenzo: 53,797,876 shares for and 
514,299 shares withheld; Richard M. Ferry: 53,929,224 shares for and 382,951 
shares withheld; James F. Gary: 53,910,146 shares for and 402,029 shares 
withheld; Zoltan Merszei: 53,889,478 shares for and 422,697 shares withheld; 
and David H. Murdock: 53,754,424 shares for and 557,751 shares withheld. With 
respect to the amendments to the Company's 1991 Stock Option and Award Plan, 
the shares cast were 38,303,827 shares for, 15,609,561 shares against, and 
398,787 shares in abstention. With respect to the Non-Employee Directors 
Deferred Stock and Cash Compensation Plan, the shares cast were 52,529,276 
shares for, 1,351,020 shares against, and 431,879 shares in abstention.  With 
respect to the election of Arthur Andersen LLP, the shares cast were 
54,034,517 shares for, 118,685 shares against, and 158,973 shares in 
abstention.

Item 6.  Exhibits and Reports on Form 8-K

    (a)  Exhibits:

      Exhibit                                               Page
        No.                                                Number
      -------                                              ------
        11    Computations of earnings per common share     13-14

        27    Financial data schedule

    (b)  No reports on Form 8-K were filed for the quarter 
         ended June 15, 1996.


                                   -11-

<PAGE>

                                SIGNATURES

     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.



                                          DOLE FOOD COMPANY, INC.
                                                Registrant




July 10, 1996                         By    /s/ MICHAEL S. KARSNER 
                                       ---------------------------------
                                                Michael S. Karsner
                                              Senior Vice President -
                                             Chief Financial Officer



                                     By    /s/ PATRICIA A. MCKAY
                                       ---------------------------------
                                                Patricia A. McKay
                                             Vice President - Finance 
                                                  and Controller



                                    -12-





<PAGE>

                                                                      EXHIBIT 11

                     DOLE FOOD COMPANY, INC.
            Computations of Earnings per Common Share
                           (Unaudited)
                (in 000s, except per share amounts)




                                                        Quarter Ended
                                                  ------------------------
                                                   June 15,      June 17, 
                                                     1996          1995   
                                                  ----------    ----------

PRIMARY
   Income from continuing operations 
     applicable to common shares                  $   63,580    $   75,855

   Income from discontinued operations
     applicable to common shares                           -         2,807
                                                  ----------    ----------
   Net income applicable to common shares         $   63,580    $   78,662
                                                  ----------    ----------
                                                  ----------    ----------

Average number of common shares outstanding
  during the period                                   60,022        59,482
    Add:
      Shares issuable upon exercise of stock
        options at average prices during the
        period                                           454           216
                                                  ----------    ----------
            Total primary shares                      60,476        59,698
                                                  ----------    ----------
                                                  ----------    ----------

Primary earnings per common share:          
  Continuing operations                           $     1.05    $     1.27
  Discontinued operations                                  -           .05
                                                  ----------    ----------
  Net income                                      $     1.05    $     1.32
                                                  ----------    ----------
                                                  ----------    ----------


FULLY DILUTED
   Income from continuing operations
    applicable to common shares                   $   63,580    $   75,855

   Income from discontinued operations
    applicable to common shares                            -         2,807
                                                  ----------    ----------
   Net income applicable to common shares         $   63,580    $   78,662
                                                  ----------    ----------
                                                  ----------    ----------

  Average number of common shares outstanding
    during the period                                 60,022        59,482
      Add:
        Shares issuable upon exercise of stock
          options at higher of average prices
          or end of period prices                        630           216
                                                  ----------    ----------
            Total fully diluted shares                60,652        59,698
                                                  ----------    ----------
                                                  ----------    ----------

Fully diluted earnings per common share     
  Continuing operations                           $     1.05    $     1.27
  Discontinued operations                                  -           .05
                                                  ----------    ----------
  Net income                                      $     1.05    $     1.32
                                                  ----------    ----------
                                                  ----------    ----------


                                     -13-

<PAGE>

                                                                      EXHIBIT 11
                                                                     (Continued)

                     DOLE FOOD COMPANY, INC.                     
            Computations of Earnings per Common Share
                           (Unaudited)
               (in 000s, except per share amounts)


                                                           Half Year Ended
                                                         -------------------
                                                         June 15,   June 17,
                                                           1996       1995  
                                                         --------   --------

PRIMARY
  Income from continuing operations
   applicable to common shares                           $ 93,589   $100,266

  Income from discontinued operations
   applicable to common shares                                  -      2,017
                                                         --------   --------
  Net income applicable to common shares                 $ 93,589   $102,283
                                                         --------   --------
                                                         --------   --------

  Average number of common shares outstanding
    during the period                                      59,956     59,481
  Add:
    Shares issuable upon exercise of stock
      options at average prices during the
      period                                                  437        224
                                                         --------   --------
        Total primary shares                               60,393     59,705
                                                         --------   --------
                                                         --------   --------

Primary earnings per common share:          
  Continuing operations                                  $   1.55   $   1.68
  Discontinued operations                                       -        .03
                                                         --------   --------
  Net income                                             $   1.55   $   1.71
                                                         --------   --------
                                                         --------   --------


FULLY DILUTED
  Income from continuing operations
   applicable to common shares                           $ 93,589   $100,266

  Income from discontinued operations
   applicable to common shares                                  -      2,017
                                                         --------   --------
  Net income applicable to common shares                 $ 93,589   $102,283
                                                         --------   --------
                                                         --------   --------

  Average number of common shares outstanding
    during the period                                      59,956     59,481
    Add:
      Shares issuable upon exercise of stock
        options at higher of average prices
        or end of period prices                               630        245
                                                         --------   --------
        Total fully diluted shares                         60,586     59,726
                                                         --------   --------
                                                         --------   --------

Fully diluted earnings per common share     
  Continuing operations                                  $   1.54   $   1.68
  Discontinued operations                                       -        .03
                                                         --------   --------
  Net income                                             $   1.54   $   1.71
                                                         --------   --------
                                                         --------   --------

                                     -14-

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS                 <F1>
<FISCAL-YEAR-END>                          DEC-28-1996<F1>
<PERIOD-START>                             DEC-31-1995<F1>
<PERIOD-END>                               JUN-15-1996<F1>
<CASH>                                          35,173
<SECURITIES>                                         0
<RECEIVABLES>                                  442,915<F2>
<ALLOWANCES>                                    46,851<F3>
<INVENTORY>                                    515,153
<CURRENT-ASSETS>                             1,113,646
<PP&E>                                       1,614,034
<DEPRECIATION>                                 591,127
<TOTAL-ASSETS>                               2,415,771
<CURRENT-LIABILITIES>                          660,003
<BONDS>                                        790,179
                                0
                                          0
<COMMON>                                       320,697
<OTHER-SE>                                     265,715
<TOTAL-LIABILITY-AND-EQUITY>                 2,415,771
<SALES>                                      1,855,629
<TOTAL-REVENUES>                             1,855,629
<CGS>                                        1,549,047
<TOTAL-COSTS>                                1,549,047
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0<F3>
<INTEREST-EXPENSE>                              33,384
<INCOME-PRETAX>                                114,089
<INCOME-TAX>                                    20,500
<INCOME-CONTINUING>                             93,589
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    93,589
<EPS-PRIMARY>                                     1.55
<EPS-DILUTED>                                     1.54
<FN>
<F1>The Company's fiscal year ends on the Saturday closest to December 31.  Fiscal
year 1996 consists of 52 weeks and ends on December 28, 1996.  All quarters in
1996 have 12 weeks, except the third quarter of 1996 which has 16 weeks.
<F2>Includes trade receivables only.
<F3>Includes amounts related to trade receivables and current notes receivable.
</FN>
        

</TABLE>


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