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                             ARTICLES OF ASSOCIATION
                                       OF
                             DOLE FOOD COMPANY, INC.


         We, the undersigned, do hereby associate ourselves for the purpose of
forming a corporation under the laws of the Hawaiian Islands, the several
signers being the present owners of the business of the co-partnership hitherto
known by the name of "CASTLE & COOKE," and for the purpose of such incorporation
we do hereby adopt and agree to the following articles.

         FIRST: The name of the corporation shall be DOLE FOOD COMPANY, INC.

         SECOND: The location of the principal office of the corporation shall
         be at Honolulu, Island of Oahu, Territory of Hawaii. The corporation
         may have such other offices within and without the Territory of Hawaii
         as its business may from time to time require.

         THIRD: The purposes for which the corporation is organized and its
         powers in connection therewith are as follows:

         (a) to conduct, carry on and engage in all manner of commerce and
         trade, foreign and domestic;

         (b) to engage in the business of merchants, commission merchants,
         brokers, factors and agents, buying and selling, exporting and
         importing, and generally dealing in all kinds of merchandise and
         produce by wholesale, jobbing, or retail, either foreign or domestic;

         (c) to manage, act as agents, factors or trustees for estates,
         plantations, factories, persons and companies, including insurance
         companies of all kinds, foreign and domestic;

         (d) to engage in agricultural, manufacturing and mercantile pursuits in
         the Territory of Hawaii, or elsewhere;

         (e) to loan and make advances to plantations and planters in all
         branches of agricultural business, and for the purpose of manufacturing
         Hawaiian products of whatever nature and kind of raw materials as may
         be from time to time imported for planting or other purposes; 

         (f) to purchase, own, either in whole or in part, and to own a share 

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         of shares therein, lease, operate, charter, exchange and sell ships and
         vessels of all kinds and to act as agents for transportation companies 
         of all kinds;

         (g) to buy, take leases of, or otherwise acquire, hold, own, use,
         improve, develop, cultivate, grant, bargain, sell, convey, lease,
         mortgage or otherwise dispose of, and in every other manner deal in and
         with real property and interests and rights therein, including
         easements and licenses and water rights and privileges;

         (h) to buy, hire or otherwise acquire, hold, own, use, produce,
         manufacture, sell, assign, transfer, pledge or otherwise dispose of and
         deal in and with personal property of whatever nature, tangible or
         intangible, including any and all kinds of machinery, equipment,
         materials, tools and other goods and chattels, and including
         franchises, rights, licenses, patents, trademarks, bonds of any
         government and of any public or private corporation, notes, choses in
         action and other evidences of indebtedness, shares of capital stock and
         obligations of public or private corporations, and options for the
         purchase of any of the foregoing;

         (i) to acquire, construct, lease, own, maintain and operate pumping
         plants, irrigation systems and other works for the development,
         conservation, storage, transmission and utilization of water, including
         artesian wells, shafts, tunnels, pipe lines, ditches, flumes, dams,
         reservoirs and other works, and to do all of the things incidental to
         or proper in the business of acquiring water for its own use and of
         supplying water to others for compensation or otherwise;

         (j) to enter into partnership with any other corporation for the
         carrying on through such partnership of any business the objects of
         which are the same as or are germane, in whole or in part, to the
         objects and business of this corporation;

         (k) to sell, convey, lease, exchange or otherwise dispose of, either
         for cash or on credit, all or any part of the business, property or
         assets of the corporation and to accept in payment therefor money or
         other property or assets;


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         (l) to assist or maintain or support such social, charitable,
         benevolent, educational, religious or other institutions or objects as
         the board of directors deems useful or beneficial for the corporation,
         directly or indirectly;

         (m) to engage in research of all kinds, either for itself or for
         others; to develop or assist in the development of patents, inventions,
         improvements, machines, or agricultural or scientific processes; to
         own, lease, or otherwise acquire, use, or dispose of laboratories,
         factories or workshops for experimental, manufacturing, and development
         purposes;

         (n) to act as agent for the purchase, sale, lease, hire and handling of
         agricultural and other machinery, implements and equipment, and in
         general to act as agent for manufacturing, merchandising and jobbing
         companies or firms, and to exercise any of the powers mentioned in
         these articles for the account of the corporation and/or as factor,
         agent, consignee, broker, contractor, attorney, commission agent or
         otherwise for or on behalf of any person, firm, association or
         corporation;

         (o) to issue shares of the capital stock and/or obligations of the
         corporation and/or options for the purchase of any thereof in payment
         for property acquired by the corporation or for services rendered to
         the corporation or any other objects in and about its business, and to
         purchase, hold, sell, transfer, accept as security for loans and deal
         generally in shares of its capital stock and its obligations in every
         lawful manner;

         (p) to acquire the whole or any part of the property, assets, business,
         good will and rights of any person, firm, association or corporation
         engaged in any business or enterprise which may lawfully be undertaken
         by the corporation, and to pay for the same in cash and/or shares of
         the capital stock and/or obligations of the corporation, or otherwise,
         and/or by undertaking and assuming the whole or any part of the
         indebtedness and obligations of the transferor, and to hold or in any
         manner dispose of the whole or any part of the property and assets so
         acquired, and to conduct in any lawful manner the whole or any part of
         the business so acquired and to exercise all the powers necessary or
         convenient in and about the conduct, management and carrying on of such
         business;


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         (q) to borrow money and to incur indebtedness, without limit as to the
         amount, and in excess of the capital stock of the corporation, and to
         issue bonds, debentures, debenture stock, warrants, notes or other
         obligations therefor, and to secure the same by any lien, charge,
         grant, pledge, deed of trust or mortgage of the whole or any part of
         the real and/or personal property of the corporation, then owned and/or
         thereafter to be acquired, and/or to issue bonds, debentures, debenture
         stock, warrants, notes or other obligations without any such security;

         (r) to draw, make, accept, endorse, guarantee, execute and issue
         promissory notes, bills of exchange, drafts, warrants of all kinds,
         obligations and certificates and negotiable or transferable
         instruments, to loan money to others with or without security, and to
         guarantee the debts or obligations of others and go security on bonds
         of others;

         (s) to promote or to aid in any manner, financially or otherwise, any
         corporation or association any of whose stock or obligations are held
         directly or indirectly by the corporation, and for this purpose to
         enter into plans of reorganization or readjustment and to guarantee the
         whole or any part of the indebtedness and obligations of any such other
         corporation or association and the payment of dividends on its stock
         and to do any other acts or things designed to protect, preserve,
         improve or enhance the value of such stocks or obligations;

         (t) to enter into, make, perform and carry out contracts of every kind
         for any lawful purpose with any person, firm, association or
         corporation, one or more;

         (u) to effect any of the purposes mentioned in these articles and to
         exercise any powers so mentioned either directly or through the medium
         of the acquisition and ownership of shares of stock of any other
         corporation or association and holding and voting the same or otherwise
         exercising and enjoying the rights and advantages incidental to such
         shares of stock, and if deemed desirable to operate wholly or partially
         as a holding company through the acquisition and ownership of shares of
         stock of any other corporation or association, whether or not such
         shares of stock so acquired or owned by this corporation shall give to
         this corporation control of such other corporation or association;


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         (v) to carry on any other lawful business whatsoever which may seem to
         the corporation capable of being carried on in connection with the
         foregoing purposes and powers, or calculated directly or indirectly to
         promote the interest of the corporation or to enhance the value of its
         properties, and to have, enjoy and exercise all rights, powers and
         privileges which are now or which may hereafter be conferred upon
         similar corporations organized under the laws of Hawaii;

         (w) to carry out the foregoing purposes and to exercise the foregoing
         powers or any thereof in the Territory of Hawaii and/or elsewhere in
         the world.

         The foregoing clauses shall each be construed as purposes and powers,
         and the matters expressed in each clause or any part of any clause
         shall be in no ways limited by reference to or interference from any
         other clause or any other part of the same clause but shall be regarded
         as independent purposes and powers and the enumeration of specific
         purposes and powers shall not be construed to limit or restrict in any
         manner the meaning of the general purposes and powers of the
         corporation, nor shall the expression of one thing be deemed to exclude
         another, although it be of like nature, not expressed.

         FOURTH: In accordance with the laws of the Territory of Hawaii and
         applicable to corporations formed thereunder, the corporation shall be
         entitled to and shall have power:

         (a) to have succession and corporate existence perpetually;

         (b) to sue and be sued in any court;

         (c) to make and use a common seal, and alter the same at its pleasure;

         (d) to hold, purchase and convey such property as the purposes of the
         corporation shall require, without limit as to amount, and to mortgage,
         pledge and hypothecate the same to secure any debt of the corporation;

         (e) to appoint such subordinate officers and agents as the business of
         the corporation shall require;

         (f) to make by-laws not in conflict with law or these articles of


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         association; and may possess and exercise any and all powers, not
         inconsistent with law, reasonably incidental to the fulfillment of its
         purposes as set forth in these articles of association, or reasonably
         incidental to the exercise of its powers set forth therein.

         FIFTH:

         (a) The amount of capital stock of the corporation shall be eighty
         million (80,000,000) shares of common stock without par value and
         thirty million (30,000,000) shares of preferred stock without par
         value.

         (b) No holder of the shares of stock of any class of the corporation
         shall have any preemptive or preferential right of subscription for or
         to purchase any shares of any class of stock or other securities of the
         corporation, whether now or hereafter authorized.

         (c) In connection with any offering to stockholders, or with any stock
         dividend, or with any other change in the capitalization of the
         corporation, or with any merger or consolidation, the board of
         directors may provide for the issuance of fractional shares of the
         capital stock of the corporation, or the board of directors may provide
         that no fractional shares shall be issued in connection therewith and
         that the issuance of fractional shares may be avoided by the sale of
         shares representing fractions or by the issuance of scrip or in such
         other manner as may be approved by the board of directors. The
         stockholders shall not have the right to split whole shares into
         fractions or to split fractions.

         (d) The board of directors is authorized to provide for the issuance
         from time to time of authorized but unissued shares of the capital
         stock of the corporation and to determine and approve the consideration
         for which such shares shall be issued, the portion if any of such
         consideration which shall be paid-in surplus, and the other terms and
         conditions of the offering.


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         (e) The board of directors is authorized to provide for the issuance
         from time to time of authorized but unissued shares of preferred stock
         of the corporation, and to divide authorized and unissued shares of
         preferred stock into series and issue any such series, and to fix the
         terms, preferences, voting powers, restrictions and qualifications of
         the preferred stock or any series of the preferred stock.
         Notwithstanding the provisions of Section 415-18 of Hawaii Revised
         Statutes, the board of directors is authorized (i) to provide for the
         issuance from time to time of authorized but unissued shares of capital
         stock of any class or any series of any class as and for a stock
         dividend or dividends on shares of the same class or series or any
         other class or any other series of any class and (ii) to determine
         whether any of the capital stock of any class or any series of any
         class shall be exchangeable for or convertible into shares of the same
         class or series or any other class or any other series of any class,
         and to fix, before issuance, the terms and conditions with or without
         limitations on which the capital stock of any class or any series of
         any class shall be so exchangeable or convertible.

         (f) Part IX of Chapter 416, Hawaii Revised Statutes relating to Control
         Share Acquisitions as amended from time to time, and such Part, as
         transferred to the Hawaii Business Corporation Act by amendment to Act
         167, Session Laws of Hawaii 1983, as redesignated and as amended from
         time to time, shall not apply to any acquisition of shares of stock of
         any class of the corporation.

         SIXTH: There shall be a board of directors of the corporation to
         consist of not less than five nor more than twenty members, who shall
         be elected at such times, in such manner, and for such terms as may be
         prescribed by the by-laws, which also may provide for the filling of
         vacancies and temporary vacancies. The directors need not be
         stockholders of the corporation. The board of directors shall have full
         power to control and direct the business and affairs of the
         corporation, subject, however, to instructions by the stockholders, and
         to any limitations which may be set forth in statutory provisions, in
         these articles of association and in the by-laws of the corporation.
         The board of directors may create and authorize the operation of any
         division or divisions of the corporation, and the board of directors
         may determine the name under which any division shall operate and may
         determine the property of the division and may provide that the
         management of the business and property of the


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         division be vested in and delegated to a board of directors of the
         division, and may provide that the division shall have its own officers
         and agents and employees and may establish other provisions with regard
         to the division, all upon such terms and conditions as may be approved
         by the board of directors. There may be an executive committee of the
         board of directors as provided for in the by-laws.

         SEVENTH: The board of directors shall elect each year a president, one
         or more vice presidents, a secretary, a treasurer and a controller, and
         from time to time such other officers as the conduct of the business of
         the corporation may require. The president and at least one vice
         president shall be elected from among the directors. Additional vice
         presidents, if any, the secretary, the treasurer, the controller, and
         such other officers as may be elected may or may not be directors. No
         officer need be a stockholder.

         EIGHTH: An auditor shall be elected annually by the stockholders. The
         auditor may be an individual, partnership or corporation. The auditor
         shall not be an officer of the corporation.

         NINTH: No stockholder shall be liable for the debts of the corporation
         beyond such amount as may be due and unpaid upon the share or shares
         held by him.

         TENTH: Service of process may be made upon any officer of the
         corporation.

         ELEVENTH: In the absence of fraud, no contract or other transaction
         between the corporation and any other corporation, and no act of the
         corporation, shall in any way be affected or invalidated by the fact
         that any of the directors of the corporation are pecuniarily or
         otherwise interested in, or are directors or officers of, such other
         corporation; and any director of the corporation who is also a director
         or officer of such other corporation or who is so interested may be
         counted in determining the existence of a quorum at any meeting of the
         board of directors of the corporation which shall authorize or approve
         any such contract or transaction or act and may vote thereat to
         authorize or approve any such contract, transaction or act with like
         force and effect as if he were not such director or officer of such
         other corporation or not so interested.


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         IN WITNESS WHEREOF, the incorporators have hereunto set their hands
this 28th day of December, 1894.

                                             (Sig.) MARY CASTLE
                                                      Mary Castle

                                             (Sig.) JOSEPH B. ATHERTON
                                                      Joseph B. Atherton

                                             (Sig.) GEO. P. CASTLE
                                                      Geo. P. Castle

                                             (Sig.) WILLIAM A. BOWEN
                                                      William A. Bowen

                                             (Sig.) E. D. TENNEY
                                                      E. D. Tenney

HAWAIIAN ISLANDS           )ss
ISLAND OF OAHU             )

         On this 28th day of December, 1894, personally appeared before me MARY
CASTLE, JOSEPH B. ATHERTON, GEO. P. CASTLE, WILLIAM A. BOWEN AND E. D. TENNEY,
to me known to be the persons described in and who executed the foregoing
instrument and acknowledged that they executed the same freely and voluntarily
for the uses and purposes therein set forth.

                                                              W. R. Castle,
                                                              Notary Public

(SEAL)


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