As filed with the Securities and Exchange Commission on
                    June 27, 1996
                              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.)

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

            DOLE FOOD COMPANY, INC. NON-EMPLOYEE
     DIRECTORS DEFERRED STOCK AND CASH COMPENSATION PLAN
                  (Full title of the plan)

                       ______________

                  J. Brett Tibbitts, Esq.
                     Vice President - 
                  Corporate General Counsel

                   Dole Food Company, Inc.
  31365 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 LLP
              400 South Hope Street, Suite 1500
               Los Angeles, California  90071

               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, no   100,000(1)  $41.938(2) $4,193,800(2) $1,446.14(2)
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 on June 24, 1996 as reported
     on the New York Stock Exchange and published in the
     Western Edition of the Wall Street Journal.  

(3)  The Exhibit Index included in this Registration Statement
     is at page 8.


<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 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 30, 1995;

  (b)  the Company's Quarterly Report on Form 10-Q for the
       quarter ended March 23, 1996; 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 (the "Exchange Act"), 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 are 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, no par value per share,
(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

       Hawaii makes provision for the indemnification of
officers and directors in terms sufficiently broad to include
indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under
the Securities Act.  Pursuant to Section 415-5 of the
Hawaii Business Corporation Act, a corporation may indemnify
an officer or director if that person acted in good faith and
in a manner reasonably believed to be in the best interests of
the corporation and, with respect to criminal actions, had no
reason to believe the conduct was unlawful.

       The Company has adopted provisions in its Articles of
Incorporation which limit the liability of its directors and
officers to the fullest extent permitted by Hawaii law.  The
Company will indemnify its directors and officers for claims
against them arising out of their duties as directors or
officers of the Company.  Such indemnification includes any
judgments, fines, amounts paid in settlement or expenses
incurred by a director or officer, including judgments related
to punitive damage claims provided such director or officer
acted in good faith and in a manner reasonably believed to be
in the best interests of the Company.  The Company may also
advance expenses to its directors and officers relating to
such claims.  The Company intends to purchase and maintain
insurance covering any liabilities asserted against and
incurred by its directors and officers acting in such
capacities, whether or not the Company would have the power or
obligation to indemnify such directors or officers under its
Articles of Incorporation.


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;

                     (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 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 regis-
  tration 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, on June 26, 1996.

                          DOLE FOOD COMPANY, INC.




                          By: _/s/_David H. Murdock___
                               David H. Murdock

                          Its: Chairman of the Board and
                               Chief Executive Officer



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

  SIGNATURE                 TITLE                          DATE



_/s/_David H. Murdock___    Chairman of the Board,         June 26, 1996
  David H. Murdock          Chief Executive Officer
                            and Director
                            (Director and Principal
                            Executive Officer)



_/s/_David A. DeLorenzo__   President,                     June 26, 1996
  David A. DeLorenzo        Chief Operating Officer
                            and Director
                            (Director)



_/s/_Michael S. Karsner__   Senior Vice President and      June 26, 1996
  Michael S. Karsner        Chief Financial Officer
                            (Principal Financial Officer)



_/s/_Patricia A. McKay__    Vice President- Finance        June 26, 1996
  Patricia A. McKay         and Controller
                            (Principal Accounting Officer)




_/s/_Elaine L. Chao____     Director                       June 26, 1996
  Elaine L. Chao


_/s/_Mike Curb_________     Director                       June 26, 1996
  Mike Curb


_/s/_Richard M. Ferry__     Director                       June 26, 1996
  Richard M. Ferry


_/s/_James F. Gary_____     Director                       June 26, 1996
  James F. Gary


_/s/_Zoltan Merszei____     Director                       June 26, 1996
  Zoltan Merszei



<PAGE>
                        EXHIBIT INDEX


Exhibit                                                 Sequentially
Number    Description                                   Numbered Page


4.1       Dole Food Company, Inc.                              
          Non-Employee Directors 
          Deferred Stock and Cash Compensation Plan.           9


5.        Opinion of Goodsill Anderson Quinn & Stifel
          (opinion re legality).                              24

23.1      Consent of Independent Public  
          Accountants.                                        25
            

23.2      Consent of Counsel (included in  
          Exhibit 5).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 14909}]
{"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": "333-06949", "film-number": "96586784"}, "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 27, 1996
                              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.)

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

            DOLE FOOD COMPANY, INC. NON-EMPLOYEE
     DIRECTORS DEFERRED STOCK AND CASH COMPENSATION PLAN
                  (Full title of the plan)

                       ______________

                  J. Brett Tibbitts, Esq.
                     Vice President - 
                  Corporate General Counsel

                   Dole Food Company, Inc.
  31365 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 LLP
              400 South Hope Street, Suite 1500
               Los Angeles, California  90071

               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, no   100,000(1)  $41.938(2) $4,193,800(2) $1,446.14(2)
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 on June 24, 1996 as reported
     on the New York Stock Exchange and published in the
     Western Edition of the Wall Street Journal.  

(3)  The Exhibit Index included in this Registration Statement
     is at page 8.
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 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 30, 1995;

  (b)  the Company's Quarterly Report on Form 10-Q for the
       quarter ended March 23, 1996; 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 (the "Exchange Act"), 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 are 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, no par value per share,
(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

       Hawaii makes provision for the indemnification of
officers and directors in terms sufficiently broad to include
indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under
the Securities Act.  Pursuant to Section 415-5 of the
Hawaii Business Corporation Act, a corporation may indemnify
an officer or director if that person acted in good faith and
in a manner reasonably believed to be in the best interests of
the corporation and, with respect to criminal actions, had no
reason to believe the conduct was unlawful.

       The Company has adopted provisions in its Articles of
Incorporation which limit the liability of its directors and
officers to the fullest extent permitted by Hawaii law.  The
Company will indemnify its directors and officers for claims
against them arising out of their duties as directors or
officers of the Company.  Such indemnification includes any
judgments, fines, amounts paid in settlement or expenses
incurred by a director or officer, including judgments related
to punitive damage claims provided such director or officer
acted in good faith and in a manner reasonably believed to be
in the best interests of the Company.  The Company may also
advance expenses to its directors and officers relating to
such claims.  The Company intends to purchase and maintain
insurance covering any liabilities asserted against and
incurred by its directors and officers acting in such
capacities, whether or not the Company would have the power or
obligation to indemnify such directors or officers under its
Articles of Incorporation.

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;

                     (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 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 regis-
  tration 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, on June 26, 1996.

                          DOLE FOOD COMPANY, INC.

                          By: _/s/_David H. Murdock___
                               David H. Murdock

                          Its: Chairman of the Board and
                               Chief Executive Officer

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

  SIGNATURE                 TITLE                          DATE

_/s/_David H. Murdock___    Chairman of the Board,         June 26, 1996
  David H. Murdock          Chief Executive Officer
                            and Director
                            (Director and Principal
                            Executive Officer)

_/s/_David A. DeLorenzo__   President,                     June 26, 1996
  David A. DeLorenzo        Chief Operating Officer
                            and Director
                            (Director)

_/s/_Michael S. Karsner__   Senior Vice President and      June 26, 1996
  Michael S. Karsner        Chief Financial Officer
                            (Principal Financial Officer)

_/s/_Patricia A. McKay__    Vice President- Finance        June 26, 1996
  Patricia A. McKay         and Controller
                            (Principal Accounting Officer)

_/s/_Elaine L. Chao____     Director                       June 26, 1996
  Elaine L. Chao

_/s/_Mike Curb_________     Director                       June 26, 1996
  Mike Curb

_/s/_Richard M. Ferry__     Director                       June 26, 1996
  Richard M. Ferry

_/s/_James F. Gary_____     Director                       June 26, 1996
  James F. Gary

_/s/_Zoltan Merszei____     Director                       June 26, 1996
  Zoltan Merszei
EXHIBIT INDEX

Exhibit                                                 Sequentially
Number    Description                                   Numbered Page

4.1       Dole Food Company, Inc.                              
          Non-Employee Directors 
          Deferred Stock and Cash Compensation Plan.           9

5.        Opinion of Goodsill Anderson Quinn & Stifel
          (opinion re legality).                              24

23.1      Consent of Independent Public  
          Accountants.                                        25
            

23.2      Consent of Counsel (included in  
          Exhibit 5).