EXHIBIT 3.1

CERTIFICATE OF INCORPORATION  OF  DOLE FOOD COMPANY, INC.

FIRST:The name of the corporation is Dole Food Company, Inc. (hereinafter referred to as the "Corporation").

SECOND:The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road,
Suite 400, in the City of Wilmington, County of New Castle. The name of the registered agent of the Corporation at that address is Corporation Service Company.

THIRD:The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be
organized under the Delaware General Corporation Law.

FOURTH:A. The total number of shares of all classes of stock which the Corporation shall have authority to issue is
One Hundred Ten Million (110,000,000), consisting of Eighty Million (80,000,000) shares of Common Stock, without par value (the "Common Stock"), and Thirty Million (30,000,000) shares of Preferred
Stock, without par value (the "Preferred Stock").

B.  The
board of directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in series, and by
filing a certificate pursuant to the applicable law of the State of Delaware (such certificate being hereinafter referred to as a "Preferred Stock Designation"), to establish from time to time the
number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions
thereof. The number of authorized shares of Preferred Stock
may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the then-outstanding shares of Common Stock, without
a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation.

C.  Each
outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for
their vote;provided, however,that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this
Certificate of Incorporation (including any Certificate of Designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock
if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon by law or pursuant to this Certificate
of Incorporation (including any Certificate of Designations relating to any series of Preferred Stock).

FIFTH:The following provisions are inserted for the management of the business and the conduct of the affairs of the
Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

A.  The
business and affairs of the Corporation shall be managed by or under the direction of the board of directors. In addition to the powers and authority expressly
conferred upon them by statute or by this Certificate of Incorporation or the by-laws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things
as may be exercised or done by the Corporation.

B.  The
directors of the Corporation need not be elected by written ballot unless the by-laws so provide.

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C.  Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of
the Corporation and may not be effected by any consent in writing by such stockholders.

D.  Special
meetings of stockholders of the Corporation may be called only by the Chairman of the Board, the Chief Executive Officer or by the board of directors acting
pursuant to a resolution adopted by a majority of the Whole Board. For purposes of this Certificate of Incorporation, the term "Whole Board" means the then-total number of authorized directors
(including any vacancies in authorized directorships, regardless of whether any such vacancy resulted from the creation of a new authorized
directorship or instead from the death, resignation, retirement, disqualification, or removal from office of a director).

SIXTH:A. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under
specified circumstances, the number of directors shall be fixed from time to time exclusively by the board of directors pursuant to a resolution adopted by a majority of the Whole Board.

B.  Subject
to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized
number of directors or any vacancies in the board of directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall, unless otherwise required by
law or by resolution of the board of directors, be filled only by a majority vote of the directors then in office, though less than a quorum (and not by stockholders), and directors so chosen shall
serve for a term expiring at the next annual meeting of stockholders or until such director's successor shall have been duly elected and qualified. No decrease in the authorized number of directors
shall shorten the term of any incumbent director.

C.  Advance
notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the
Corporation shall be given in the manner provided in the by-laws of the Corporation.

SEVENTH:The board of directors is expressly empowered to adopt, amend or repeal by-laws of the Corporation. Any
adoption, amendment or repeal of the by-laws of the Corporation by the board of directors shall require the approval of a majority of the Whole Board. The stockholders shall also have power to adopt,
amend or repeal the by-laws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this
Certificate of Incorporation, the affirmative vote of the holders of at least sixty six and two thirds percent (662/3%) of the voting power of all of the then-outstanding shares of the
capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the by-laws of
the Corporation.

EIGHTH:A director of the Corporation shall not be personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from
which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

Any
repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.

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NINTH:The Corporation reserves the right to amend or repeal any provision contained in this Certificate of
Incorporation in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation; provided, however, that, notwithstanding
any other provision of this Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series
of the stock of this corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least sixty six and two thirds percent (662/3%) of
the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of Directors, voting together as a single class, shall be
required to amend, repeal or adopt any provision inconsistent with this Article NINTH, Sections C or D of Article FIFTH, Article SIXTH, Article SEVENTH, or Article EIGHTH.

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