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                                 CERTIFICATE OF
                 EXECUTIVE VICE PRESIDENT AND CORPORATE SECRETARY,
                          VICE PRESIDENT AND TREASURER
                      PURSUANT TO SECTIONS 201, 301 AND 303 
                                OF THE INDENTURE

     The undersigned, Alan B. Sellers and David B. Cooper, Jr., do hereby 
certify that they are the duly appointed and acting Executive Vice President 
and Corporate Secretary, and Vice President and Treasurer, respectively, of 
DOLE FOOD COMPANY, INC., a Hawaii corporation (the "Company").  Each of the 
undersigned also hereby certifies in such capacities, pursuant to Sections 
201, 301 and 303 of the Indenture, dated as of July 15, 1993, between the 
Company and Chemical Trust Company of California, as Trustee (the 
"Indenture"), that:

          A.  There has been established pursuant to resolutions duly adopted 
     by the Board of Directors of the Company and of a Pricing Committee 
     thereof (a copy of such resolutions being attached hereto as Exhibits C 
     and D, respectively) two series of Securities (as that term is defined 
     in the Indenture) to be issued under the Indenture, with the following 
     terms:

               1.  The titles of the Securities of the series are "6-3/4% 
          Notes due July 15, 2000 (the "Notes") and "7-7/8% Debentures due 
          July 15, 2013" (the "Debentures"; the Notes and the Debentures are 
          collectively referred to as the "Designated Securities").

               2.  The limit upon the aggregate principal amount of the Notes 
          and the Debentures which may be authenticated and delivered under 
          the Indenture (except for Notes or Debentures, as the case may be, 
          authenticated and delivered upon registration of, transfer of, or 
          in exchange for, or in lieu of other Notes or Debentures, as the 
          case may be, pursuant to Sections 304, 305, 306, 906 or 1107 of the 
          Indenture) is $225,000,000 and $175,000,000, respectively.

               3.  Interest on the Designated Securities shall be payable to 
          the persons in whose name the Designated Securities are registered 
          at the close of business on the Regular Record Date (as defined in 
          the Indenture) for such interest payment, except that interest 
          payable on July 15, 2000 with respect to the Notes and on July 15, 
          2013 with respect to the Debentures shall be payable to the persons 
          to whom principal is payable on such dates. 

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               4.  The date on which the principal of the Notes is payable, 
          unless accelerated pursuant to the Indenture, shall be July 15, 2000 
          and the date on which the principal of the Debentures is payable, 
          unless accelerated pursuant to the Indenture, shall be July 15, 2013.

               5.  The rates at which the Notes and the Debentures shall bear 
          interest shall be 6-3/4% per annum and 7-7/8% per annum, 
          respectively.  The date from which interest shall accrue for the 
          Designated Securities shall be August 3, 1993.  The Interest Payment 
          Dates on which interest on the Designated Securities shall be 
          payable are January 15 and July 15.  The initial interest payment on 
          the Designated Securities shall be made on January 15, 1994.  The 
          Regular Record Dates for the interest payable on the Designated 
          Securities on any Interest Payment Date shall be the January 1 and 
          July 1, as the case may be, immediately preceding such Interest 
          Payment Date.  

               6.  The place or places where the principal of and interest on 
          the Designated Securities shall be payable is at the agency of the 
          Trustee maintained for that purpose at the office of Chemical Bank, 
          55 Water Street, North Building, Securities Window, Second Floor, 
          New York, New York, 10041, provided that payment of interest, other 
          than at Stated Maturity (as defined in the Indenture), may be made 
          at the option of the Company by check mailed to the address of the 
          person entitled thereto as such address shall appear in the 
          Security Register (as defined in the Indenture), and provided 
          further that the Depositary (as defined below), or its nominee, as 
          holder of Global Securities (as defined in the Indenture), shall be 
          entitled to receive payments of interest by wire transfer of 
          immediately available funds.

               7.  The Notes are not redeemable prior to July 15, 2000 and the 
          Debentures are not redeemable prior to July 15, 2013.  

               8.  There is no obligation of the Company to redeem or 
          purchase the Designated Securities pursuant to any sinking fund or 
          analogous provisions, or to repay any of the Designated Securities 
          prior to Stated Maturity at the option of a holder thereof. 

               9.  The Designated Securities shall be issued in fully 
          registered form in denominations of $1,000 or any amount in excess 
          thereof which is an integral multiple of $1,000.

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               10.  The principal amount of the Notes or the Debentures shall 
          be payable upon declaration of acceleration of the maturity thereof 
          pursuant to Section 502 of the Indenture.

               11.  Section 501(5) of the Indenture shall be deemed to be 
          amended for purposes of the Designated Securities only to delete 
          the figure "$25,000,000" appearing twice therein and to replace 
          such figure with the figure "$10,000,000" in both places.  The 
          following provisions set forth below as Sections 1008 and 1009 
          (including the definitions set forth thereafter) shall apply to the 
          Designated Securities as if such provisions had been included in 
          the Indenture as Sections 1008 and 1009, respectively, and as if 
          the related definitions had been included in alphabetical order in 
          Section 101 of the Indenture:

"Section 1008. Limitation upon Mortgages.

     The Company will not itself, and will not permit any Restricted 
Subsidiary to, directly or indirectly, create, incur, issue, assume, 
guarantee or otherwise become liable for or suffer to exist any indebtedness 
for money borrowed or evidenced by a bond, debenture, note or other similar 
instrument, whether or not for money borrowed or given in connection with the 
acquisition of any business, properties or assets, including securities (such 
indebtedness being hereinafter in this Section called "Indebtedness") secured 
by a Mortgage on (i) any Principal Property of the Company or any Restricted 
Subsidiary or (ii) any shares of capital stock or Indebtedness of any 
Restricted Subsidiary (which Indebtedness is then held by the Company or any 
Restricted Subsidiary), without effectively providing that the Designated 
Securities (together with, if the Company shall so determine, any other 
Indebtedness of the Company or such Restricted Subsidiary then existing or 
thereafter created which is not Subordinated Debt) shall be secured equally 
and ratably with (or, at the option of the Company, prior to) such secured 
Indebtedness, so long as such secured Indebtedness shall be so secured, 
unless immediately thereafter, after giving effect thereto, the aggregate 
amount of all such secured Indebtedness plus all Attributable Debt of the 
Company and its Restricted Subsidiaries in respect of Sale and Leaseback 
Transactions (as defined in Section 1009, but excluding leases exempt from the 
prohibition of Section 1009 by Clauses (2) through (6) thereof) would not 
exceed 10% of Net Tangible Assets; provided, however, that this Section shall 
not apply to, and there shall be excluded from secured Indebtedness in any 
computation under this Section, Indebtedness secured by:

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               (1)  Mortgages on, and limited to, property of or shares of 
          capital stock or Indebtedness of any corporation existing at 
          July 15, 1993 or at the time such corporation becomes a Restricted 
          Subsidiary;

               (2)  Mortgages in favor of the Company or any Restricted 
          Subsidiary;

               (3)  Mortgages in favor of any governmental body to secure 
          progress, advance or other payments pursuant to any contract or 
          provision of any statute;

               (4)  (i) if made in the ordinary course of business, any 
          Mortgage as security for the performance of any contract or 
          undertaking not directly or indirectly in connection with the 
          borrowing of money or the securing of Indebtedness, or (ii) any 
          Mortgage with any governmental agency required or permitted to 
          qualify the Company or any Restricted Subsidiary to conduct 
          business, to maintain self-insurance or to obtain the benefits of 
          any law pertaining to workmen's compensation, employment insurance, 
          old age pensions, social security or similar matters;

               (5)  Mortgages for taxes, assessments or governmental charges 
          or levies if such taxes, assessments, governmental charges or 
          levies shall not at the time be due and payable, or if the same 
          thereafter can be paid without penalty, or if the same are being 
          contested in good faith by appropriate proceedings;

               (6)  Mortgages created by or resulting from any litigation or 
          legal proceeding which at the time is currently being contested in 
          good faith by appropriate proceedings; or Mortgages arising out of 
          judgments or awards as to which the time for prosecuting an appeal 
          or proceeding for review has not expired;

               (7)  Mortgages on, and limited to, property (including 
          leasehold estates) or shares of capital stock or Indebtedness, 
          existing at the time of acquisition thereof (including acquisition 
          through merger or consolidation) or to secure the payment of all or 
          any part of the purchase price thereof or construction thereon or 
          to secure any Indebtedness incurred prior to, at the time of, or 
          within 120 days after the latest of the acquisition, the completion 
          of construction or the commencement of full operation of such 
          property for the purpose of financing all or any part of the 
          purchase price thereof or construction thereon;

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              (8)  Mortgages securing obligations issued by a state, 
          territory or possession of the United States, or any political 
          subdivision of any of the foregoing or the District of Columbia, to 
          finance the acquisition or construction or development of property, 
          and on which the interest is not, in the opinion of tax counsel of 
          recognized standing or in accordance with a ruling issued by the 
          Internal Revenue Service, includible (in whole or in part) in gross 
          income of the holder by reason of Section 103(a)(1) of the Internal 
          Revenue Code (or any successor to such provision) as in effect at 
          the time of the issuance of such obligations;

               (9)  Mortgages created in connection with a project financed 
          with, and created to secure, a Nonrecourse Obligation.  For this 
          purpose, "Nonrecourse Obligation" shall mean indebtedness or lease 
          payment obligations substantially related to (i) the acquisition of 
          assets not previously owned by the Company or any of its Restricted 
          Subsidiaries or (ii) the financing of a project involving the 
          development or expansion of properties of the Company or any of its 
          Restricted Subsidiaries, as to which the obligee with respect to 
          such indebtedness or obligation has no recourse to the general 
          corporate funds of the Company or any of its Restricted 
          Subsidiaries or any assets of the Company or any of its Restricted 
          Subsidiaries other than the assets which were acquired with the 
          proceeds of such transaction or the project financed with the 
          proceeds of such transaction (and funds generated by such assets or 
          project) except pursuant to a covenant to pay to such obligee or to 
          the obligor of such indebtedness or obligation an amount equal to 
          all or a portion of the amount of any dividends received from such 
          obligor within the previous 12 months; or

               (10)  any extension, renewal or replacement (or successive 
          extensions, renewals or replacements), as a whole or in part, of 
          any Mortgage referred to in the foregoing Clauses (1) through (9), 
          to the extent the Indebtedness secured by such Mortgage is not 
          increased from the amount originally so secured, provided that such 
          extension, renewal or replacement Mortgage shall be limited to all 
          or a part of the same property or shares of capital stock or 
          Indebtedness that secured the Mortgage extended, renewed or 
          replaced (plus improvements on such property).

Section 1009.Limitation upon Sale and Leaseback Transactions.

     Except as hereinafter provided, the Company will not itself, and will 
not permit any Restricted Subsidiary to, enter into any transaction with any 
bank, insurance

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company or other lender or investor, or to which any such bank, company, 
lender or investor is a party, providing for the leasing by the Company or a 
Restricted Subsidiary of any Principal Property which has been or is to be 
sold or transferred more than 180 days after the latest of the acquisition, 
completion of construction or commencement of full operation by the Company 
or a Restricted Subsidiary to such bank, company, lender or investor, or to 
any Person to whom funds have been or are to be advanced by such bank, 
company, lender or investor on the security of such Principal Property 
(herein referred to as a "Sale and Leaseback Transaction"); provided, 
however, that this covenant shall not apply to any Sale and Leaseback 
Transaction if:

               (1)  the Company or such Restricted Subsidiary could create 
          Indebtedness secured by a Mortgage pursuant to Section 1008, 
          excluding from secured Indebtedness in any computation under that 
          Section Indebtedness secured by Mortgages of the type described in 
          Clauses (1) through (10) thereof, on the Principal Property to be 
          leased in an amount equal to the Attributable Debt with respect to 
          such Sale and Leaseback Transaction without equally and ratably 
          securing the Designated Securities, or

               (2)  the Company or a Restricted Subsidiary, within 180 days 
          after the sale or transfer shall have been made by the Company or 
          by a Restricted Subsidiary, applies an amount equal to the greater 
          of the net proceeds from the sale of the Principal Property leased 
          pursuant to such arrangement or the fair market value of the 
          Principal Property so leased at the time of entering into such 
          arrangement (as determined in any manner approved by the Board of 
          Directors) to either (x) the retirement of Senior Funded Debt of 
          the Company or Funded Debt of a Restricted Subsidiary; provided, 
          however, that notwithstanding the foregoing, no retirement referred 
          to in this Clause (2) may be effected by payment at maturity or 
          pursuant to any mandatory sinking fund payment or any mandatory 
          prepayment provision, or (y) purchase of other property which will 
          constitute Principal Property of the Company or its Restricted 
          Subsidiaries having a fair market value, in the opinion of the 
          Board of Directors of the Company, at least equal to the fair 
          market value of the Principal Property leased in such sale and 
          leaseback transaction, or

               (3)  the lease in such Sale and Leaseback Transaction is for a 
          period, including renewals, of no more than three years, or

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               (4)  the lease in such sale and leaseback transaction secures 
          or relates to obligations issued by a state, territory or 
          possession of the United States, or any political subdivision of 
          any of the foregoing, or the District of Columbia, to finance the 
          acquisition or construction of property, and on which the interest 
          is not, in the opinion of tax counsel of recognized standing or in 
          accordance with a ruling issued by the Internal Revenue Service, 
          includible (in whole or in part) in gross income of the holder by 
          reason of Section 103(a)(1) of the Internal Revenue Code (or any 
          successor to such provision) as in effect at the time of the 
          issuance of such obligations, or

              (5)  the lease payment obligation is created in connection 
          with a project financed with, and such obligation constitutes, a 
          Nonrecourse Obligation as defined in Section 1008(9), or

              (6)  such arrangement is between the Company and a Restricted 
          Subsidiary or between Restricted Subsidiaries.

     "Attributable Debt" means, as to any particular lease under which the 
Company or any Restricted Subsidiary is at the time liable and at any date as 
of which the amount thereof is to be determined, the total net amount of rent 
required to be paid under such lease during the remaining term thereof 
(including any period for which such lease has been extended or may, at the 
option of the lessor, be extended), discounted from the respective due dates 
thereof to such date at a rate per annum equal to the weighted average 
interest rate per annum borne by the Securities of each series outstanding 
hereunder compounded semi-annually.  The net amount of rent required to be 
paid under any such lease for any such period shall be the aggregate amount 
of the rent payable by the lessee with respect to such period after excluding 
amounts required to be paid on account of maintenance and repairs, insurance, 
taxes, assessments, water rates and similar charges.  In the case of any 
lease which is terminable by the lessee upon the payment of a penalty, such 
net amount shall also include the amount of such penalty, but no rent shall 
be considered as required to be paid under such lease subsequent to the first 
date upon which it may be so terminated.

     "Funded Debt" means (a) all indebtedness of the Company and its 
Restricted Subsidiaries for money borrowed, or evidenced by a bond, 
debenture, note or other similar instrument, whether or not for money 
borrowed or given in connection with the acquisition of any business, or the 
properties or assets thereof, including securities thereof, maturing on, or 
renewable or extendible at the option of the

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obligor to, a date more than one year from the date of the determination 
thereof that is or would be classified as long-term debt on a balance sheet 
prepared in accordance with generally accepted accounting principles 
(including indebtedness under any revolving credit arrangement with banks), 
(b) guarantees, direct or indirect, and other contingent obligations of the 
Company and its Restricted Subsidiaries in respect of, or to purchase or 
otherwise acquire or be responsible or liable for (through the investment of 
funds or otherwise), any such indebtedness of others (but not including 
contingent liabilities on customers' receivables sold with recourse) and (c) 
amendments, renewals, extensions and refundings of any such indebtedness.

     "Mortgage" means and includes any mortgage, pledge, lien, security 
interest, conditional sale or other title retention agreement or other 
similar encumbrance.

     "Net Tangible Assets" means the net book value of all assets of the 
Company and Restricted Subsidiaries, excluding any amounts carried as assets 
for shares of capital stock held in treasury, debt discount and expense, 
investments in and advances to Subsidiaries other than Restricted 
Subsidiaries, good will, patents and trademarks, less all liabilities of the 
Company and Restricted Subsidiaries (except Funded Debt, minority interests 
in Restricted Subsidiaries, deferred taxes and general contingency reserves 
of the Company and Restricted Subsidiaries), all as determined on a 
consolidated basis in accordance with generally accepted accounting 
principles.

     "Principal Property" means any manufacturing plant or processing 
facility, including the equipment constituting a part thereof, which is 
located within the United States or its territories or possessions, of the 
Company or a Restricted Subsidiary, having a net book value exceeding 1% of 
Net Tangible Assets.

     "Restricted Subsidiary" means any Subsidiary of the Company other than 
any Subsidiary that is engaged primarily in the management, development and 
sale or financing of real property.

     "Sale and Leaseback Transaction" has the meaning assigned to that term 
in Section 1009 hereof.

     "Senior Funded Debt" means all Funded Debt except Subordinated Funded 
Debt.

"Subordinated Funded Debt" means any unsecured Funded Debt of the Company 
which is expressly made subordinate and junior in rank and right of payment 
to the

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Securities of each series outstanding hereunder in the event of any 
insolvency or bankruptcy proceedings, and any receivership, liquidation, 
reorganization or other similar proceedings in connection therewith, relative 
to the Company or to its creditors, as such, or to its property, or in the 
event of any proceedings for voluntary liquidation, dissolution or other 
winding up of the Company, whether or not involving insolvency or bankruptcy.

     "Unrestricted Subsidiary" means any Subsidiary of the Company that is 
not a Restricted Subsidiary."

               12.  The Designated Securities shall be defeasible as provided 
          in Article THIRTEEN of the Indenture.  Section 1303 of the 
          Indenture shall be deemed to be amended for purposes of the 
          Designated Securities only to delete the phrase "Sections 1005 
          through 1007" appearing twice therein and to replace such phrase 
          with the phrase "Sections 1005 through 1009" in both places. 

               13.  Interest on the Designated Securities shall be computed 
          on the basis of a 360-day year of twelve 30-day months.

               14.  The Designated Securities will be issued in the form of 
          Global Securities (as defined in the Indenture).  The Depository 
          Trust Company shall be the Depositary (as defined in the Indenture) 
          for the Global Securities.  The Designated Securities shall only be 
          transferred in accordance with the provisions of Section 305 of the 
          Indenture.

     B.  The forms of the Global Securities representing the Notes and the 
Debentures are attached hereto as ExhibitsA and B, respectively.

     C.  The Trustee is appointed a Paying Agent.

     D.  The foregoing forms and terms of the Designated Securities have been 
established in conformity with the provisions of the Indenture.

     E.  The undersigned has read the provisions of Sections 301 and 303 of 
the Indenture and the definitions relating thereto and the resolutions 
adopted by the Board of Directors of the Company and a Pricing Committee 
thereof and delivered herewith and has examined the forms of Global 
Securities representing the Designated Securities.  In the opinion of the 
undersigned, he has made such examination or investigation as is necessary to 
enable him to express an informed opinion as to whether or not all conditions 
precedent provided in the Indenture relating to the establishment, 
authentication and delivery of the series of 

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Securities under the Indenture, designated as the Notes and the Debentures in 
this Certificate, have been complied with.  In the opinion of the 
undersigned, all such conditions precedent have been complied with.

     F.  The undersigned Corporate Secretary, by execution of this 
Certificate, hereby certifies the actions taken by a Pricing Committee of the 
Board of Directors of the Company in determining and setting the specific 
terms of the Notes and the Debentures, and hereby further certifies that 
attached hereto as Exhibits A, B, C and D, respectively, are the forms of 
Global Securities representing the Notes and the Debentures as duly approved 
by a Pricing Committee of the Board of Directors of the Company, a copy of 
resolutions duly adopted by the Board of Directors of the Company on May 19, 
1993 and a copy of resolutions duly adopted by a Pricing Committee of the 
Board of Directors as of July 27, 1993, pursuant to which the terms of the 
Designated Securities set forth above have been established.

     IN WITNESS WHEREOF, the undersigned have hereunto executed this 
Certificate as of the 3rd day of August, 1993.


                                 /s/ ALAN B. SELLERS
                                 ----------------------------
                                 Alan B. Sellers
                                 Executive Vice President
                                   and Corporate Secretary


                                 /s/ DAVID B. COOPER, JR.
                                 ----------------------------
                                 David B. Cooper, Jr.
                                 Vice President and Treasurer




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