As filed with the Securities and Exchange Commission on June 28, 1995.
                                   Registration No. 33-____________          
                                                                  
                                                                  
                     

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                       ___________________

                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                       ___________________

                     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.)

    31355 Oak Crest Drive, Westlake Village, California 91361     
       (Address of principal executive offices)


                     DOLE FOOD COMPANY, INC.
          1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                    (Full title of the plan)


                     J. Brett Tibbitts, Esq.
            Vice President--Corporate General Counsel
                     DOLE FOOD COMPANY, INC.
                      31355 Oak Crest Drive
               Westlake Village, California 91361
             (Name and address of agent for service)
                       ___________________

  Telephone number, including area code, of agent for service: (818) 879-6600
                        ___________________

                            Copy to:
                      Diana L. Walker, Esq.
                        O'MELVENY & MYERS
                      400 South Hope Street
               Los Angeles, California 90071-2899


                CALCULATION  OF REGISTRATION  FEE
                                                                  
                                                                  
                                     
                              Proposed    Proposed
                              maximum     maximum
Title of          Amount      offering    aggregate      Amount of
securities        to be       price       offering       registration 
to be registered  registered  per unit    price          fee     

Common Stock,     50,000(1)   $28.875(2)  $1,443,750(2)  $497.84(2) 
no par value      shares      

                                                                  
                                                                  
 (1)  This Registration Statement covers, in addition to the      
      number of shares of Common Stock stated above, options and      
      other rights to purchase or acquire the shares of Common      
      Stock covered by the Prospectus and, pursuant to Rule 416,      
      an additional indeterminate number of shares which by      
      reason of certain events specified in the Plan may become      
      subject to the Plan.
(2)   Pursuant to Rule 457(h), the maximum offering price, per    
      share and in the aggregate, and the registration fee were      
      calculated based upon the average of the high and low      
      prices of the Common Stock reported in The Wall Street      
      Journal, Western Edition on June 23, 1995 for June 22,      
      1995.
                                                                  
          
The Exhibit Index is included in this Registration Statement.
<PAGE>
                             PART I

                   INFORMATION REQUIRED IN THE
                    SECTION 10(a) PROSPECTUS


          The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1).  Such documents need not be
filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. 
These documents, which include the statement of availability
required by Item 2 of Form S-8, and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933 (the "Securities Act").


<PAGE>
                             PART II

                   INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents of Dole Food Company, Inc. (the
"Company") filed with the Securities and Exchange Commission are
incorporated herein by reference: 

     (a)  the Company's Annual Report on Form 10-K for the
          Company's fiscal year ended December 31, 1994;

     (b)  the Company's Quarterly Report on Form 10-Q for the     
          quarter ended March 25, 1995; and

     (c)  the description of the Company's Common Stock contained 
          in the registration statement (and past and future
          amendments thereto) for the Common Stock filed under
          Section 12 of the Securities Exchange Act of 1934,          
          including any amendment or report filed for the purpose          
          of updating such description.

All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be
incorporated by reference into the prospectus and to be a part
hereof from the date of filing of such documents.  Any statement
contained herein or in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or amended,
to constitute a part of this Registration Statement.


ITEM 4.   DESCRIPTION OF SECURITIES

          The Company's Common Stock, with no par value (the
"Common Stock"), is registered pursuant to Section 12 of the
Exchange Act, and, therefore, the description of securities is
omitted. 


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not Applicable.



<PAGE>
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS


GENERAL

          Officers and directors of the Company are covered by
certain provisions of the Hawaii Business Corporation Act (the
"Hawaii BCA"), the Company's By-laws and insurance policies which
serve to limit, and, in certain instances, to indemnify them
against, certain liabilities which they incur in such capacities. 
These various provisions are summarized below.

ELIMINATION OF LIABILITY IN CERTAIN CIRCUMSTANCES

          In June 1989, Hawaii enacted legislation (the "1989
Act") which authorizes corporations to limit or eliminate the
personal liability of their directors in any action brought by
the corporation or their stockholders for monetary damages for breach
of directors' fiduciary duty of care.  The duty of care requires
that, when acting on behalf of the corporation, a director must
act in good faith in a manner such director reasonably believes
to be in the best interests of the corporation and with such care
as a prudent person in like position would use under similar
circumstances.  Although the 1989 Act does not change directors'
duty of care, it enables corporations to limit available relief
to the corporation or its stockholders to equitable remedies such
as injunction or rescission.  Article IX of the Company's By-laws
limits the liability of directors to the Company or its
stockholders (in their capacity as directors but not in their
capacity as officers) to the fullest extent permitted by the 1989
Act, as amended from time to time.  Specifically, directors of
the Company will not be personally liable to the corporation or
its stockholders for monetary damages for breach of a director's
fiduciary duty as a director, except for liability, (i) for any
breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, or which constitute a willful or reckless disregard of the
director's fiduciary duty, (iii) for payments of dividends, stock
repurchases or redemptions contrary to the provisions of the
Hawaii BCA made wilfully or negligently, or (iv) for any
transaction from which the director derived an improper benefit. 
If the Hawaii BCA is amended after the effective date of Article
IX of the Company's By-laws to further eliminate or limit the
personal liability of directors, then the liability of a director
of the Company will be eliminated or limited to the fullest
extent permitted by the Hawaii BCA, as so amended.  The inclusion
of this provision in the Company's By-laws may have the effect of
reducing the likelihood of litigation against directors, even
though such an action, if successful, might otherwise have
benefited the Company and its stockholders.

INDEMNIFICATION AND INSURANCE

          Pursuant to the authority conferred upon the Company by
the Hawaii BCA, Section 1 of Article VIII of the Company's By-
laws provides that the Company shall indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Company) by reason of
the fact that he is or was a director, officer, employee or agent
of the Company or of any division of the Company, or is or was
serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect
to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

          Pursuant to the authority conferred upon the Company by
the Hawaii BCA, Section 2 of Article VIII of the Company's By-
laws provides that the Company shall indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the
right of the Company to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, employee or
agent of the Company or of any division of the Company, or is or
was serving at the request of the Company as a director, officer,
employee or agent of the Company or of any division of the
Company, or is or was serving at the request of the Company as
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the Company; except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless
and only to the extent that the court in which such action or
suit was brought or in any other court having jurisdiction in the
premises shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

          As required by the Hawaii BCA, any indemnification
under Article VIII of the Company's By-laws (unless ordered by a
court) shall be made by the Company only as authorized in the
specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of
conduct.  Such determination shall be made (i) by the Company's
Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or
proceeding, or (ii) if such a quorum is not obtainable, or, even
if a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by a majority vote
of the stockholders of the Company.  The Hawaii BCA further
provides, however, that to the extent that a director, officer or
employee of the Company has been successful on the merits or
otherwise in defense of any action, suit or
proceeding described above, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection therewith.

          Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Company in advance
of the final disposition of such action, suit or proceeding as
authorized by the Company's Board of Directors in a particular
case upon receipt of an undertaking by or on behalf of such
director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he is not entitled to be
indemnified by the Company.

          The indemnification and advancement of expenses
provided by or granted pursuant to Article VIII of the Company's
By-laws are not exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled and
shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

          The Company from time to time maintains insurance
(subject to applicable limitations, deductibles, and exclusions)
on behalf of any person who is or was a director or officer of
the Company, or is or was serving at the request of the Company
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
certain liabilities asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether
or not the Company would have the power to indemnify him against
such liability under the provisions of Article VIII of the
Company's By-laws.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable. 


ITEM 8.   EXHIBITS

          See the attached Exhibit Index.


ITEM 9.   UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes: 

               (1) To file, during any period in which offers or
     sales are being made, a post-effective amendment to this     
     Registration Statement:

                         (i)      To include any prospectus       
        required by Section 10(a)(3) of the Securities Act        
        of 1933 (the "Securities Act");

                        (ii)      To reflect in the prospectus any
        facts or events arising after the effective date of the 
        Registration Statement (or the most recent post-effective 
        amendment thereof) which, individually or in the aggregate, 
        represent a fundamental change in the information set forth in       
        the Registration Statement; and

                        (iii)     To include any material information 
        with respect to the plan of distribution not previously 
        disclosed in the Registration Statement or any material change to      
        such information in the Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)  
     do not apply if the information required to be included in a   
     post-effective amendment by those paragraphs is contained in    
     periodic reports filed by the registrant pursuant to Section     
     13 or Section 15(d) of the Securities Exchange Act of 1934     
     (the "Exchange Act") that are incorporated by reference in     
     the Registration Statement;

               (2) That, for the purpose of determining any     
     liability under the Securities Act, each such post-effective     
     amendment shall be deemed to be a new registration statement     
     relating to the securities offered therein, and the offering    
     of such securities at that time shall be deemed to be the     
     initial bona fide offering thereof; and

               (3) To remove from registration by means of a post-
     effective amendment any of the securities being registered   
     which remain unsold at the termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be 
deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

     (h)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described in Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification 
by it is against public policy as expressed in the Securities Act and 
will be governed by the final adjudication of such issue. 


<PAGE>
                           SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Westlake Village, State of California, on June 23,
1995.


                        DOLE FOOD COMPANY, INC.



                        By: /s/ J. Brett Tibbitts
          

                        Its: Vice President-Corporate General Counsel      
   
                                  



<PAGE>
     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.


      SIGNATURE                   TITLE                    DATE



    /s/ David H. Murdock    Chairman of the Board        June 23, 1995
    David H. Murdock        and Chief Executive Officer
                            and Director (Principal
                            Executive Officer)

    /s/ David A. DeLorenzo  Executive Vice President     June 20, 1995
    David A. DeLorenzo      and Director


    /s/ Michael S. Karsner  Vice President-- Treasurer   June 23, 1995
    Michael S. Karsner      and Chief Financial Officer 
                            (Principal Financial Officer)

    /s/ Patricia A. McKay   Vice President-- Finance     June 23, 1995
    Patricia A. McKay       and Controller (Principal
                            Accounting Officer)

    /s/ Elaine L. Chao      Director                     June 23, 1995
    Elaine L. Chao


    /s/ Mike Curb           Director                     June 23, 1995
    Mike Curb


    /s/ Richard M. Ferry    Director                     June 23, 1995
    Richard M. Ferry


    /s/ James F. Gary       Director                     June 23, 1995
    James F. Gary


    /s/ Frank J. Hata       Director                     June 23, 1995
    Frank J. Hata

<PAGE>
                          EXHIBIT INDEX



Exhibit                                   
Number           Description                 


4.1    Dole Food Company, Inc. 1995 Non-Employee
       Directors Stock Option Plan.

4.2    Form of Stock Option Award Agreement for 
       Initial Grants.

4.3    Form of Stock Option Award Agreement for
       Subsequent Grants.

5      Opinion of Goodsill Anderson Quinn & Stifel
       regarding legality of shares.

23.1   Consent of Arthur Andersen L.L.P. (Consent of
       Independent Public Accountants).

23.2   Consent of Goodsill Anderson Quinn & Stifel
       (included in Exhibit 5).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION-DIRECTOR'S STOCK OPTION PLAN", "secsgml_size_bytes": 22533}]
{"company-data": {"conformed-name": "DOLE FOOD COMPANY INC", "cik": "0000018169", "assigned-sic": "0100", "irs-number": "990035300", "state-of-incorporation": "HI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60641", "film-number": "95550061"}, "business-address": {"street1": "31355 OAK CREST DRIVE", "city": "WESTLAKE VILLAGE", "state": "CA", "zip": "91361", "phone": "8188796600"}, "mail-address": {"street1": "31355 OAK CREST DR", "city": "WESTLAKE VILLAGE", "state": "CA", "zip": "91361"}, "former-company": {"former-conformed-name": "CASTLE & COOKE INC", "date-changed": "19910731"}}
As filed with the Securities and Exchange Commission on June 28, 1995.
                                   Registration No. 33-____________          
                                                                  
                                                                  
                     

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                       ___________________

                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                       ___________________

                     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.)

    31355 Oak Crest Drive, Westlake Village, California 91361     
       (Address of principal executive offices)

                     DOLE FOOD COMPANY, INC.
          1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                    (Full title of the plan)

                     J. Brett Tibbitts, Esq.
            Vice President--Corporate General Counsel
                     DOLE FOOD COMPANY, INC.
                      31355 Oak Crest Drive
               Westlake Village, California 91361
             (Name and address of agent for service)
                       ___________________

  Telephone number, including area code, of agent for service: (818) 879-6600
                        ___________________

                            Copy to:
                      Diana L. Walker, Esq.
                        O'MELVENY & MYERS
                      400 South Hope Street
               Los Angeles, California 90071-2899

                CALCULATION  OF REGISTRATION  FEE
                                                                  
                                                                  
                                     
                              Proposed    Proposed
                              maximum     maximum
Title of          Amount      offering    aggregate      Amount of
securities        to be       price       offering       registration 
to be registered  registered  per unit    price          fee     

Common Stock,     50,000(1)   $28.875(2)  $1,443,750(2)  $497.84(2) 
no par value      shares      

                                                                  
                                                                  
 (1)  This Registration Statement covers, in addition to the      
      number of shares of Common Stock stated above, options and      
      other rights to purchase or acquire the shares of Common      
      Stock covered by the Prospectus and, pursuant to Rule 416,      
      an additional indeterminate number of shares which by      
      reason of certain events specified in the Plan may become      
      subject to the Plan.
(2)   Pursuant to Rule 457(h), the maximum offering price, per    
      share and in the aggregate, and the registration fee were      
      calculated based upon the average of the high and low      
      prices of the Common Stock reported in The Wall Street      
      Journal, Western Edition on June 23, 1995 for June 22,      
      1995.
                                                                  
          
The Exhibit Index is included in this Registration Statement.
PART I

                   INFORMATION REQUIRED IN THE
                    SECTION 10(a) PROSPECTUS

          The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1).  Such documents need not be
filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. 
These documents, which include the statement of availability
required by Item 2 of Form S-8, and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933 (the "Securities Act").
PART II

                   INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents of Dole Food Company, Inc. (the
"Company") filed with the Securities and Exchange Commission are
incorporated herein by reference: 

     (a)  the Company's Annual Report on Form 10-K for the
          Company's fiscal year ended December 31, 1994;

     (b)  the Company's Quarterly Report on Form 10-Q for the     
          quarter ended March 25, 1995; and

     (c)  the description of the Company's Common Stock contained 
          in the registration statement (and past and future
          amendments thereto) for the Common Stock filed under
          Section 12 of the Securities Exchange Act of 1934,          
          including any amendment or report filed for the purpose          
          of updating such description.

All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be
incorporated by reference into the prospectus and to be a part
hereof from the date of filing of such documents.  Any statement
contained herein or in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or amended,
to constitute a part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES

          The Company's Common Stock, with no par value (the
"Common Stock"), is registered pursuant to Section 12 of the
Exchange Act, and, therefore, the description of securities is
omitted. 

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not Applicable.
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

GENERAL

          Officers and directors of the Company are covered by
certain provisions of the Hawaii Business Corporation Act (the
"Hawaii BCA"), the Company's By-laws and insurance policies which
serve to limit, and, in certain instances, to indemnify them
against, certain liabilities which they incur in such capacities. 
These various provisions are summarized below.

ELIMINATION OF LIABILITY IN CERTAIN CIRCUMSTANCES

          In June 1989, Hawaii enacted legislation (the "1989
Act") which authorizes corporations to limit or eliminate the
personal liability of their directors in any action brought by
the corporation or their stockholders for monetary damages for breach
of directors' fiduciary duty of care.  The duty of care requires
that, when acting on behalf of the corporation, a director must
act in good faith in a manner such director reasonably believes
to be in the best interests of the corporation and with such care
as a prudent person in like position would use under similar
circumstances.  Although the 1989 Act does not change directors'
duty of care, it enables corporations to limit available relief
to the corporation or its stockholders to equitable remedies such
as injunction or rescission.  Article IX of the Company's By-laws
limits the liability of directors to the Company or its
stockholders (in their capacity as directors but not in their
capacity as officers) to the fullest extent permitted by the 1989
Act, as amended from time to time.  Specifically, directors of
the Company will not be personally liable to the corporation or
its stockholders for monetary damages for breach of a director's
fiduciary duty as a director, except for liability, (i) for any
breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, or which constitute a willful or reckless disregard of the
director's fiduciary duty, (iii) for payments of dividends, stock
repurchases or redemptions contrary to the provisions of the
Hawaii BCA made wilfully or negligently, or (iv) for any
transaction from which the director derived an improper benefit. 
If the Hawaii BCA is amended after the effective date of Article
IX of the Company's By-laws to further eliminate or limit the
personal liability of directors, then the liability of a director
of the Company will be eliminated or limited to the fullest
extent permitted by the Hawaii BCA, as so amended.  The inclusion
of this provision in the Company's By-laws may have the effect of
reducing the likelihood of litigation against directors, even
though such an action, if successful, might otherwise have
benefited the Company and its stockholders.

INDEMNIFICATION AND INSURANCE

          Pursuant to the authority conferred upon the Company by
the Hawaii BCA, Section 1 of Article VIII of the Company's By-
laws provides that the Company shall indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Company) by reason of
the fact that he is or was a director, officer, employee or agent
of the Company or of any division of the Company, or is or was
serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect
to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

          Pursuant to the authority conferred upon the Company by
the Hawaii BCA, Section 2 of Article VIII of the Company's By-
laws provides that the Company shall indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the
right of the Company to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, employee or
agent of the Company or of any division of the Company, or is or
was serving at the request of the Company as a director, officer,
employee or agent of the Company or of any division of the
Company, or is or was serving at the request of the Company as
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the Company; except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless
and only to the extent that the court in which such action or
suit was brought or in any other court having jurisdiction in the
premises shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

          As required by the Hawaii BCA, any indemnification
under Article VIII of the Company's By-laws (unless ordered by a
court) shall be made by the Company only as authorized in the
specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of
conduct.  Such determination shall be made (i) by the Company's
Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or
proceeding, or (ii) if such a quorum is not obtainable, or, even
if a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by a majority vote
of the stockholders of the Company.  The Hawaii BCA further
provides, however, that to the extent that a director, officer or
employee of the Company has been successful on the merits or
otherwise in defense of any action, suit or
proceeding described above, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection therewith.

          Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Company in advance
of the final disposition of such action, suit or proceeding as
authorized by the Company's Board of Directors in a particular
case upon receipt of an undertaking by or on behalf of such
director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he is not entitled to be
indemnified by the Company.

          The indemnification and advancement of expenses
provided by or granted pursuant to Article VIII of the Company's
By-laws are not exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled and
shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

          The Company from time to time maintains insurance
(subject to applicable limitations, deductibles, and exclusions)
on behalf of any person who is or was a director or officer of
the Company, or is or was serving at the request of the Company
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
certain liabilities asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether
or not the Company would have the power to indemnify him against
such liability under the provisions of Article VIII of the
Company's By-laws.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable. 

ITEM 8.   EXHIBITS

          See the attached Exhibit Index.

ITEM 9.   UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes: 

               (1) To file, during any period in which offers or
     sales are being made, a post-effective amendment to this     
     Registration Statement:

                         (i)      To include any prospectus       
        required by Section 10(a)(3) of the Securities Act        
        of 1933 (the "Securities Act");

                        (ii)      To reflect in the prospectus any
        facts or events arising after the effective date of the 
        Registration Statement (or the most recent post-effective 
        amendment thereof) which, individually or in the aggregate, 
        represent a fundamental change in the information set forth in       
        the Registration Statement; and

                        (iii)     To include any material information 
        with respect to the plan of distribution not previously 
        disclosed in the Registration Statement or any material change to      
        such information in the Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)  
     do not apply if the information required to be included in a   
     post-effective amendment by those paragraphs is contained in    
     periodic reports filed by the registrant pursuant to Section     
     13 or Section 15(d) of the Securities Exchange Act of 1934     
     (the "Exchange Act") that are incorporated by reference in     
     the Registration Statement;

               (2) That, for the purpose of determining any     
     liability under the Securities Act, each such post-effective     
     amendment shall be deemed to be a new registration statement     
     relating to the securities offered therein, and the offering    
     of such securities at that time shall be deemed to be the     
     initial bona fide offering thereof; and

               (3) To remove from registration by means of a post-
     effective amendment any of the securities being registered   
     which remain unsold at the termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be 
deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

     (h)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described in Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification 
by it is against public policy as expressed in the Securities Act and 
will be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Westlake Village, State of California, on June 23,
1995.

                        DOLE FOOD COMPANY, INC.

                        By: /s/ J. Brett Tibbitts
          

                        Its: Vice President-Corporate General Counsel
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

      SIGNATURE                   TITLE                    DATE

    /s/ David H. Murdock    Chairman of the Board        June 23, 1995
    David H. Murdock        and Chief Executive Officer
                            and Director (Principal
                            Executive Officer)

    /s/ David A. DeLorenzo  Executive Vice President     June 20, 1995
    David A. DeLorenzo      and Director

    /s/ Michael S. Karsner  Vice President-- Treasurer   June 23, 1995
    Michael S. Karsner      and Chief Financial Officer 
                            (Principal Financial Officer)

    /s/ Patricia A. McKay   Vice President-- Finance     June 23, 1995
    Patricia A. McKay       and Controller (Principal
                            Accounting Officer)

    /s/ Elaine L. Chao      Director                     June 23, 1995
    Elaine L. Chao

    /s/ Mike Curb           Director                     June 23, 1995
    Mike Curb

    /s/ Richard M. Ferry    Director                     June 23, 1995
    Richard M. Ferry

    /s/ James F. Gary       Director                     June 23, 1995
    James F. Gary

    /s/ Frank J. Hata       Director                     June 23, 1995
    Frank J. Hata
EXHIBIT INDEX

Exhibit                                   
Number           Description                 

4.1    Dole Food Company, Inc. 1995 Non-Employee
       Directors Stock Option Plan.

4.2    Form of Stock Option Award Agreement for 
       Initial Grants.

4.3    Form of Stock Option Award Agreement for
       Subsequent Grants.

5      Opinion of Goodsill Anderson Quinn & Stifel
       regarding legality of shares.

23.1   Consent of Arthur Andersen L.L.P. (Consent of
       Independent Public Accountants).

23.2   Consent of Goodsill Anderson Quinn & Stifel
       (included in Exhibit 5).