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

                                    FORM 10-Q
                        ------------------------------
(Mark one)

[X]  Quarterly Report Pursuant to Section 13 or 15 (d) 
     of the Securities and Exchange Act of 1934
     FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997

          or

[  ] Transition Report Pursuant to Section 13 or 15(d) 
     of the Securities Exchange Act of 1934
     For the transition period from __________ to __________


                            COMMISSION FILE NUMBER 1-14020

                                 CASTLE & COOKE, INC.
                  (Exact name of registrant as specified in its charter)

HAWAII                                               77-0412800
(State or other jurisdiction of          (I.R.S. Employer incorporation or
organization)                                    Identification No.)

                         10900 WILSHIRE BOULEVARD, 16TH FLOOR
                               LOS ANGELES, CA 90024
                  (Address of principal executive offices and zip code)
                                   (310) 208-3636
                   (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports),  and (2) has been subject to
such filing requirements for the past 90 days.  Yes [X]   No [  ]

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

          Class                            Shares Outstanding at April 30, 1997
          -----                            ------------------------------------
Common Stock, without par value                     19,957,084 shares

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                            CASTLE & COOKE, INC.

                                 FORM 10-Q
                           FOR THE QUARTER ENDED
                              MARCH 31, 1997

                             TABLE OF CONTENTS


                                                                          PAGE
                                                                         NUMBER
PART I.   FINANCIAL INFORMATION

    Item 1.   Financial Statements

      Consolidated Balance Sheets - March 31, 1997 and December 31, 1996... 3

      Consolidated Statements of Operations - Three months ended 
          March 31, 1997 and March 31, 1996................................ 4

      Consolidated Statements of Cash Flows - Three months ended 
          March 31, 1997 and March 31, 1996................................ 5

      Notes to Consolidated Financial Statements........................... 6

    Item 2.   Management's Discussion and Analysis of Financial 
                   Condition and Results of Operations..................... 7


PART II.  OTHER INFORMATION

    Item 6.        Exhibits and Reports on Form 8-K....................... 10

SIGNATURES................................................................ 11











                                      2
<PAGE>

                            CASTLE & COOKE, INC.
                         CONSOLIDATED BALANCE SHEETS

                                (IN THOUSANDS)

                                          March 31,           December 31,
                                             1997                 1996
                                         (Unaudited)            (Audited)
                                         ----------           ------------
Cash and cash equivalents                $   12,241             $    5,663
Receivables, net                             33,466                 32,567
Real estate developments                    514,602                511,358
Property, plant and equipment, net          445,281                444,435
Income tax receivable                         2,144                  9,209
Other assets                                 17,622                 16,590
                                         ----------             ----------
     Total assets                        $1,025,356             $1,019,822
                                         ----------             ----------
                                         ----------             ----------
Notes payable                            $  151,120             $  142,130
Note payable to Dole                         10,000                 10,000
Accounts payable                             16,400                 16,630
Accrued liabilities                          27,092                 30,150
Deferred income taxes                       173,087                172,819
Deferred income and other liabilities        28,974                 29,086
                                         ----------             ----------
     Total liabilities                      406,673                400,815
                                         ----------             ----------
Preferred stock                              35,875                 35,700
Common shareholders' equity
     Common stock                           511,108                511,075
     Retained earnings                       71,700                 72,232
                                         ----------             ----------
     Total common shareholders' equity      582,808                583,307
                                         ----------             ----------
     Total liabilities and
      shareholders' equity               $1,025,356             $1,019,822
                                         ----------             ----------
                                         ----------             ----------




The accompanying notes are an integral part of these consolidated balance 
sheets.

                                      3
<PAGE>

                             CASTLE & COOKE, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (UNAUDITED)

          (IN THOUSANDS, EXCEPT EARNINGS (LOSS) PER COMMON SHARE AMOUNTS)


                                                    Three Months Ended
                                                        March 31,
                                                  ---------------------
                                                   1997           1996
                                                  -------       -------
REVENUES
     Residential property sales                   $26,927       $44,931
     Resort revenues                               15,002        19,319
     Commercial and other revenues                 12,249        12,808
                                                  -------       -------
          Total revenues                           54,178        77,058

COST OF OPERATIONS
     Cost of residential property sales            24,092        39,998
     Cost of resort operations                     18,233        20,389
     Cost of commercial and other operations        7,285         8,244
     General and administrative expenses            3,704         3,435
                                                  -------       -------
     Total cost of operations                      53,314        72,066
                                                  -------       -------
Operating income                                      864         4,992
Interest and other income, net                        367           440
Interest expense, net                                 375           989
                                                  -------       -------
Income before income taxes                            856         4,443
Income tax provision                                 (338)       (1,755)
                                                  -------       -------
     Net income                                       518         2,688
Preferred stock dividend and accretion             (1,050)       (1,060)
                                                  -------       -------
     Net (loss) income available to
       common shareholders                        $  (532)      $ 1,628
                                                  -------       -------
Earnings (loss) per common share                  $ (0.03)      $  0.08
                                                  -------       -------
                                                  -------       -------
Average number of common shares outstanding        19,956        19,952
                                                  -------       -------
                                                  -------       -------




The accompanying notes are an integral part of these consolidated financial
statements.

                                      4
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                             CASTLE & COOKE, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

                                (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                 Three Months Ended 
                                                               ------------------------
                                                               March 31,      March 31,
                                                                  1997          1996
                                                               ---------      ---------
<S>                                                            <C>            <C>
Cash flows from operating activities:
    Net income                                                  $   518       $ 2,688
    Adjustments to reconcile net income to net cash 
         (used in) provided by operating activities:
         Depreciation and amortization                            4,351         4,546
    Changes in operating assets and liabilities:
         Increase in receivables, net                              (899)       (6,113)
         (Increase) decrease in real estate developments, net    (2,465)       13,063
         Decrease in income tax receivable                        7,065             -
         Decrease in accounts payable                              (230)       (6,176)
         (Decrease) increase in accrued liabilities              (3,058)          411
         Increase in deferred income taxes                          268         1,449
         Net change in other assets and liabilities                (989)       (1,317)
                                                               ---------      ---------
Net cash provided by operating activities                         4,561         8,551
                                                               ---------      ---------
Cash flows from investing activities:
    Acquisition of property, plant and equipment                 (6,131)       (3,502)
                                                               ---------      ---------
Net cash used in investing activities                            (6,131)       (3,502)
                                                               ---------      ---------
Cash flows from financing activities:
    Net borrowings (reductions) under
      revolving loan agreement                                   8,990         (8,000)
    Proceeds from exercise of stock options                         33              -
    Preferred stock dividends paid                                (875)             -
                                                               ---------      ---------
    Net cash provided by (used in) financing activities          8,148         (8,000)
                                                               ---------      ---------
Net increase (decrease) in cash and cash equivalents              6,578        (2,951)
Cash and cash equivalents at beginning of period                  5,663         4,781
                                                               ---------      ---------
Cash and cash equivalents at end of period                      $12,241       $ 1,830
                                                               ---------      ---------
                                                               ---------      ---------
Supplemental cash flow data
    Interest paid, net of amount capitalized                    $   346       $   569
    Income taxes paid                                                71           306
</TABLE>



The accompanying notes are an integral part of these consolidated financial
statements.

                                      5
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                              CASTLE & COOKE, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  BASIS OF PRESENTATION

The consolidated financial statements included herein have been prepared by 
Castle & Cooke, Inc. ("the Company"), without audit, and include all 
adjustments which are, in the opinion of management, necessary for a fair 
presentation of the results of operations for the quarters ended March 31, 
1997 and March 31, 1996, pursuant to the rules and regulations of the 
Securities and Exchange Commission.  Certain information and footnote 
disclosures normally included in financial statements prepared in accordance 
with generally accepted accounting principles have been condensed or omitted 
pursuant to such rules and regulations, although the Company believes that 
the disclosures in such financial statements are adequate to make the 
information presented not misleading.  The consolidated financial statements 
should be read in conjunction with the Company's financial statements and the 
notes thereto for the year ended December 31, 1996, included in the Company's 
Annual Report on Form 10-K filed with the Securities and Exchange Commission.

The Company was formed on October 10, 1995 to be the successor of the assets 
and related liabilities of the real estate and resorts business of Dole Food 
Company, Inc. and its subsidiaries ("Dole").  On December 28, 1995, Dole 
completed the separation of its real estate and resorts business from its 
food business through a pro rata distribution of the stock of the Company to 
its shareholders.

The Company's operating results are subject to significant variability as a 
result of, among other things, weather, the receipt of regulatory approvals, 
status of development in particular projects and the timing of home and lot 
sales in developed projects.  The sale and leasing activities of income 
producing properties and the sale of non-income producing properties also 
have a significant impact on the variability of operating results.  The 
results of operations for the quarter ended March 31, 1997, are not 
necessarily indicative of the results to be expected for the full year.

Certain reclassifications have been made to the 1996 financial statements to 
conform to the 1997 presentation.

NOTE 2.  COMMITMENTS AND CONTINGENCIES

The Company and its subsidiaries are contingently liable as joint indemnitors 
to surety companies for subdivision, off-site improvement and construction 
bonds issued on their behalf.

The Company is a defendant in several lawsuits arising in the normal course 
of business.  In the opinion of management, the final resolution of these 
lawsuits will not have a material adverse effect on its financial position or 
results of operations.

NOTE 3.  NEW ACCOUNTING PRONOUNCEMENT

In February, 1997, the Financial Accounting Standards Board issued Statement 
of Financial Accounting Standards No. 128, Earnings Per Share ("SFAS No. 
128"). SFAS No. 128 revises and simplifies the computation for earnings per 
share and requires certain additional disclosures.  The Company will adopt 
this standard in the fourth quarter of 1997.  The adoption of this standard 
is not expected to have an effect on the Company's earnings per share.

                                      6
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                             CASTLE & COOKE, INC. 
               ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

REVENUES 

First quarter consolidated revenues decreased from $77.0 million 
in 1996 to $54.2 million in 1997.  First quarter residential property sales 
decreased from $44.9 million in 1996 to $26.9 million in 1997.  The decrease 
in the residential property sales is primarily due to a decrease in both 
deliveries and the average price per home sold.  First quarter deliveries 
decreased from 141 homes in 1996 to 73 homes in 1997.  The average price per 
home decreased in the first quarter from $279,000 in 1996 to $260,000 in 
1997.  The decrease in both deliveries and the average price per home sold 
was primarily due to a soft residential market in Oahu. Excluding the resort 
luxury home sales, resort revenues decreased from $15.4 million in 1996 to 
$14.2 million in 1997. The decrease was primarily due to adverse weather 
conditions in January and a decrease in group business.  As a result, 
occupancy rates decreased from 76.1% in 1996 to 69.6% in 1997.  Resort luxury 
home revenues decreased from $3.9 million in 1996 to $798,000 in 1997. The 
decrease was primarily due to the sale of four Villas at Koele in 1996 
compared to no Villas sold in the first quarter of 1997. The revenue in 1997 
relates to the sale of a single-family lot in August of 1996 and the 
subsequent construction of a luxury home. The revenue and related cost of the 
lot and home construction are recognized using the percentage-of-completion 
method over the construction period. 

COST AND EXPENSES

First quarter consolidated cost of operations decreased from $72.1 million in 
1996 to $53.3 million in 1997. The cost of residential property sales as a 
percentage of residential property sales was 89% in both 1996 and 1997.  
Excluding luxury home sales and depreciation, the cost of resort operations 
as a percentage of resort revenues increased from 98% in 1996 to 107% in 
1997.  The increase was primarily due to decreased occupancy and resort 
revenues.  Since a significant portion of the resort operation's costs are 
fixed costs, these costs will not increase or decrease proportionately as 
occupancy and resort revenues increase or decrease.  Luxury home sales 
margins decreased from 19% in 1996 to 10% in 1997.  The decrease was 
primarily due to decreased sales activity.  Since a certain portion of luxury 
home cost of sales is fixed, this cost will not increase or decrease 
proportionately as luxury home sales increase or decrease. Resort 
depreciation was $2.3 million and $2.1 million in 1997 and 1996, respectively.

Total interest cost incurred in the first quarter of 1997 was $2.9 million of 
which $2.5 million was capitalized into real estate developments and fixed 
assets under construction.  Total interest cost incurred in the first quarter 
of 1996 was $3.7 million of which $2.7 million was capitalized into real 
estate developments and fixed assets under construction.  Total borrowings 
under the revolving loan agreements were $151.1 million at March 31, 1997 
compared to $177.0 million at March 31, 1996.  Amortization in cost of 
residential sales of previously capitalized interest totaled approximately 
$646,000 and $516,000 for the first quarters of 1997 and 1996, respectively.  

NET INCOME AND EARNINGS PER SHARE

Preferred stock dividend and accretion relates to the $35 million cumulative 
preferred stock issued in connection with the Company's separation from Dole 
in December of 1995.

Net loss available to common shareholders was $532,000 in 1997 compared to 
net income available to common shareholders of $1.6 million in 1996.  This 
decrease is primarily due to lower operating results described above.  

                                      7
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                            CASTLE & COOKE, INC.

                 ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

BACKLOG

The Company's new orders and backlog for homes in 1997 compared to 1996 were 
as follows:

                                                Quarter Ended
                                                   March 31,
                                            ---------------------
                                              1997          1996
                                            -------       -------
Units
Backlog at beginning of the period               55           133
Add:  new orders                                 83           201
Less: deliveries                                 73           141
                                            -------       -------
    Backlog at end of the period                 65           193
                                            -------       -------
                                            -------       -------
Dollars
Backlog at beginning of the period          $15,143       $34,298
Add:  new orders                             22,544        53,555
Less: deliveries                             18,976        39,281
                                            -------       -------
    Backlog at end of the period            $18,711       $48,572
                                            -------       -------
                                            -------       -------
Average price per unit delivered            $   260       $   279
                                            -------       -------
                                            -------       -------

The decrease in new orders, deliveries and average price per unit delivered  
in 1997 as compared to 1996 is primarily due to a soft residential housing 
market on Oahu.

LIQUIDITY AND CAPITAL RESOURCES

The Company requires capital to operate its resorts, to purchase and develop 
land, to construct homes and lots and to acquire, develop and operate 
commercial property. 

In connection with the separation from Dole in 
December of 1995, the Company entered into a Credit Agreement with a 
syndicate of banks pursuant to which the banks agreed to provide the Company 
a three-year revolving credit agreement (the "Credit Agreement").  The Credit 
Agreement initially provided revolving loans of up to $240 million, based 
upon a percentage of value of certain commercial properties and home building 
inventory. The Credit Agreement bears interest at a variable rate based on 
the London Interbank Offered Rate ("LIBOR") or at an alternative rate based 
upon a designated Bank's prime rate or the federal funds rate.  At March 31, 
1997, the Company is in compliance with the various financial covenants of 
the Credit Agreement.  In the second quarter of 1996, the Company voluntarily 
reduced the available amount under the Credit Agreement to $190 million in 
order to benefit from a lower effective interest rate.  Due to the sale of a 
Bakersfield commercial office building in the third quarter of 1996, the 
available amount under the Credit Agreement was further reduced to $186.2 
million. 

The Credit Agreement, among other things, required the available amount to be 
reduced to $140 million by March 31, 1997.  However, this deadline was 
extended to May 31, 1997.  In the first quarter of 1997, the Company began 
renegotiating the terms of the Credit Agreement with the banks that are party 
to the Credit Agreement.  The Company has requested that the amount available 
under the Credit Agreement be increased to $250 million if certain real 
estate holdings are added to the collateral base.  Based on discussions with 
such banks, the Company believes that the proposed increase in the available 
amount will be accepted by May 31, 1997, but as of April 30, 1997, a 
modification of the Credit Agreement has not 

                                      8
<PAGE>

                            CASTLE & COOKE, INC.
                ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

been finalized and no assurances can be made that an agreement relating to 
the proposed terms can be reached.

The Company believes that funds available under the Credit Agreement (amended 
as described above) and cash generated from operations combined with 
selective sales of commercial and other properties from time to time will be 
adequate for its short-term and long-term cash needs.  There can be no 
assurance, however, that the amounts available from such sources will be 
sufficient. The Company may be required to seek additional capital in the 
form of public equity or debt offerings or from a variety of potential 
sources, including additional bank financing. 

Residential development spending was $18.4 million in the first quarter of 
1997. First quarter spending in 1997 at the Mililani, Royal Kunia and Lalea 
Oahu residential developments was approximately $7.5 million, $3.1 million 
and $2.6 million, respectively.  First quarter spending in 1997 at the 
Bakersfield and Arizona residential developments was approximately $4.3 
million.  The Company expects to spend approximately $11.4 million in 1997 
for the new Keene's Point development in Orlando, Florida.  The initial land 
purchase, which is currently in escrow, is expected to close in the fourth 
quarter of 1997 with lot sales commencing in the first quarter of 1998.  

Total resort development and capital spending was approximately $2.1 million 
in the first quarter of 1997.  Spending at the Manele and Koele luxury home 
developments in the first quarter of 1997 was approximately $916,800 and 
$160,500, respectively.  

Capital expenditures at the commercial projects totaled $5.1 million in the 
first quarter of 1997 and primarily related to the construction of the 
Marketplace shopping center in Bakersfield, California ($2.2 million) and the 
Premier Plaza II office building in Atlanta, Georgia ($1.3 million).  During 
the remainder of 1997, the Company expects to spend approximately $3.8 
million and $13.3 million on construction of the Marketplace and Premier II, 
respectively.  The Company expects to spend approximately $4.0 million in 
1997 relating to the construction of Regents II, a 41,000 square foot 
commercial office building adjacent to the Company's fully leased Regents 
Center in Tempe, Arizona. Construction is expected to be completed in the 
fourth quarter of 1997.  In the remaining quarters of 1997, the Company 
expects to begin construction on an 18-hole daily fee golf course in San 
Jose, California and adjacent to the Company's existing course.  Construction 
costs in 1997 relating to this Jack Nicklaus designed course are expected to 
be approximately $6.2 million.

Cash flow from operating activities decreased $4.0 million during the quarter 
ended March 31, 1997 as compared to the corresponding quarter in 1996.  The 
decrease is primarily due to decreased revenues, partially offset by the 
receipt of a tax refund of $7.1 million in 1997. Cash flow used in investing 
activities increased $2.6 million during the three months ended March 31, 
1997 as compared to the corresponding period in 1996.  The increase is 
primarily due to capital spending relating to the construction of the 
Marketplace shopping center and Premier Plaza II office building as explained 
above.  Cash flow from financing activities increased $16.1 during the three 
months ended March 31, 1997 as compared to the corresponding period in 1996.  
The increase was primarily due to net borrowings of $9.0 million in 1997 
compared to net repayments of $8.0 million in 1996. 

                                      9
<PAGE>

                            CASTLE & COOKE, INC.

                                   PART II.

                             OTHER INFORMATION

Item 6.       Exhibits and Reports on Form 8-K 

    (a)       Exhibits

    Exhibit
      No.
    -------
      4.5     Third amendment dated as of March 31, 1997 relating to the Credit 
              Agreement dated as of  December 5, 1995.

       27     Financial Data Schedule


    (b)       Reports on Form 8-K

              THE REGISTRANT FILED NO REPORTS ON FORM 8-K DURING THE QUARTER 
              ENDED MARCH 31, 1997.

All other items required under Part II are omitted because they are not 
applicable.








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                              CASTLE & COOKE, INC.

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

                                       CASTLE & COOKE, INC.
                                               Registrant




Date: April 30, 1997                    BY /s/EDWARD C. ROOHAN
                                           ---------------------------
                                           Edward C. Roohan
                                           Vice President and
                                           Chief Financial Officer
                                           (Principal financial officer
                                           and accounting officer)










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