<PAGE>
                                          
                                                   
                                                                    
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                          
                         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 JUNE 30, 1998

          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 July 31, 1998
     -----                                   ----------------------------------
Common Stock, without par value                        17,008,171 shares
                                          

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>

                                CASTLE & COOKE, INC.

                                     FORM 10-Q
                               FOR THE QUARTER ENDED
                                   JUNE 30, 1998

                                 TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                           NUMBER
                                                                           ------
<S>                                                                        <C>
PART I.     FINANCIAL INFORMATION 

  Item 1. Financial Statements

     Consolidated Balance Sheets - June 30, 1998 and 
          December 31, 1997. . . . . . . . . . . . . . . . . . . . . . . . . 3

     Consolidated Statements of Operations - Quarter and six months 
          ended June 30, 1998 and June 30, 1997. . . . . . . . . . . . . . . 4

     Consolidated Statements of Cash Flows -- Six months ended
          June 30, 1998 and June 30, 1997. . . . . . . . . . . . . . . . . . 5

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

  Item 2. Management's Discussion and Analysis of Financial 
            Condition and Results of Operations. . . . . . . . . . . . . . . 8


PART II.  OTHER INFORMATION

  Item 4. Submission of Matters to a Vote of Security Holders. . . . . . . .13

  Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . .13

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14

</TABLE>

                                       2

<PAGE>

                                CASTLE & COOKE, INC.
                                          
                            CONSOLIDATED BALANCE SHEETS
                                          
                                   (IN THOUSANDS)


<TABLE>
<CAPTION>

                                                    June 30,      December 31,
                                                      1998            1997    
                                                  -----------     -------------
                                                  (Unaudited)        (Audited)
<S>                                               <C>             <C>
Cash and cash equivalents                             $2,626            $1,612
Receivables, net                                      30,679            30,530
Real estate developments                             519,724           506,784
Property and equipment, net                          464,574           460,919
Other assets                                          23,474            19,415
                                                  -----------     -------------
     Total assets                                 $1,041,077        $1,019,260
                                                  -----------     -------------
                                                  -----------     -------------

Notes payable                                       $183,059          $176,101
Note payable to Dole                                  10,000            10,000
Accounts payable                                      21,041            18,162
Accrued liabilities                                   85,488            28,263
Deferred income taxes                                177,611           176,357
Deferred income and other liabilities                 34,121            26,633
                                                  -----------     -------------
     Total liabilities                               511,320           435,516
                                                  -----------     -------------

Common shareholders' equity
     Common stock                                    511,998           511,616
     Treasury stock, at cost                         (58,353)               - 
     Retained earnings                                76,112            72,128
                                                  -----------     -------------
  Total common shareholders' equity                  529,757           583,744
                                                  -----------     -------------
     Total liabilities and shareholders' equity   $1,041,077        $1,019,260
                                                  -----------     -------------
                                                  -----------     -------------
</TABLE>


                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)


<TABLE>
<CAPTION>

                                                       Quarter Ended                   Six Months Ended
                                                           June 30                         June 30,         
                                                     ----------------------        ----------------------
                                                      1998           1997           1998           1997
                                                     -------       --------        -------       --------
<S>                                                  <C>            <C>            <C>            <C>
REVENUES
  Residential and other property sales               $34,754       $ 27,046       $ 61,531       $ 53,973
  Resort revenues                                     21,983         15,282         39,323         30,284
  Commercial and other revenues                       12,743         12,729         25,876         24,978
                                                     -------       --------        -------       --------
     Total revenues                                   69,480         55,057        126,730        109,235

COST OF OPERATIONS
  Cost of residential and other property sales        30,523         24,661         55,126         48,822
  Cost of resort operations                           23,269         17,928         42,001         36,161
  Cost of commercial and other operations              8,341          7,388         16,201         14,676
  General and administrative expenses                  3,612          3,478          6,806          7,114
                                                     -------       --------        -------       --------
     Total cost of operations                         65,745         53,455        120,134        106,773
                                                     -------       --------        -------       --------


Operating income                                       3,735          1,602          6,596          2,462
Interest and other income, net                         1,014            733          1,124          1,104
Interest expense, net                                    886            209          1,774            584
                                                     -------       --------        -------       --------
Income before income taxes                             3,863          2,126          5,946          2,982
Income tax provision                                  (1,275)          (840)        (1,962)        (1,178)
                                                     -------       --------        -------       --------
  Net income                                           2,588          1,286          3,984          1,804
Preferred stock dividend and accretion                     -         (1,050)             -         (2,100)
                                                     -------       --------        -------       --------
  Net income (loss) available to common shareholders  $2,588          $ 236         $3,984          $(296)
                                                     -------       --------        -------       --------
                                                     -------       --------        -------       --------

Basic and diluted earnings (loss) per common share     $0.13          $0.01          $0.20         $(0.01)
                                                     -------       --------        -------       --------
                                                     -------       --------        -------       --------
</TABLE>


                                       4

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

<PAGE>


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

<TABLE>
<CAPTION>

                                                            Six Months Ended  
                                                         ---------------------
                                                         June 30,     June 30,
                                                           1998         1997
                                                         --------     --------
<S>                                                      <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                               $3,984       $1,804
  Adjustments to reconcile net income to cash flow
    provided by operating activities:
    Depreciation and amortization                           9,287        8,822
    Other                                                      40           40
  Changes in operating assets and liabilities:
    (Increase) decrease in receivables, net                  (149)       1,519
    Increase in real estate developments                   (5,377)         (46)
    Decrease in income tax receivable                           -        7,083
    Increase (decrease) in accounts payable                 2,879       (3,904)
    Decrease in accrued liabilities                          (907)      (3,271)
    Increase in deferred income taxes                       1,254        1,108
    Net change in other assets and liabilities              2,704       (2,630)
                                                         --------     --------
  Net cash provided by operating activities                13,715       10,525
                                                         --------     --------
CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of property and equipment                   (20,001)     (13,248)
                                                         --------     --------
  Net cash used in investing activities                   (20,001)     (13,248)
                                                         --------     --------
CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase under revolving loan agreement               6,958        1,536
  Proceeds from exercise of stock options                     342           33
  Preferred stock dividends paid                                -       (1,760)
                                                         --------     --------
  Net cash provided by (used in) financing activities       7,300         (191)
                                                         --------     --------
  Net increase (decrease) in cash and cash equivalents      1,014       (2,914)

  Cash and cash equivalents at beginning of period          1,612        5,663
                                                         --------     --------
  Cash and cash equivalents at end of period               $2,626       $2,749
                                                         --------     --------
                                                         --------     --------
</TABLE>

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

                                      5

<PAGE>

                                    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 and six months ended June 30, 1998
and June 30, 1997, 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 consolidated financial statements and the notes thereto for
the year ended December 31, 1997, 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, the receipt of regulatory approvals, status of
development in particular projects and the timing of sales in developed
projects, income producing properties, and non-income producing properties.  The
results of operations for the six months ended June 30, 1998, are not
necessarily indicative of the results to be expected for the full year.  In
addition, the statements contained herein which are not historical facts, are
forward-looking statements based on economic forecasts, strategic plans and
other factors that, by their nature, involve risk and uncertainties.  Potential
risks and uncertainties include, but are not limited to, such things as product
demand, the Company's lack of experience in operating in markets outside of its
current markets or in developing products that are different from its current
products, the effect of geographic concentration of assets or markets, the
impact of competitive products and pricing, and governmental regulations and the
need for governmental approvals.  Other factors that could cause actual future
results to differ materially from past results include the following: business
conditions and general economy; competitive factors; political decisions
affecting land use; capital resources and interest rates; and other risks
inherent in the real estate business.

  Certain reclassifications have been made to the 1997 consolidated financial
statements to conform to the 1998 presentation.


NOTE 2.  EARNINGS PER COMMON SHARE

  Basic earnings per share was computed by dividing net income (loss), after
reduction for preferred stock dividends and accretion, by the sum of (1) the
weighted average number of shares of common stock outstanding during the period
and (2) the weighted average number of non-employee director stock grants
outstanding during the period.  The computation of diluted earnings per share
further assumes the dilutive effect of employee stock options. The weighted
average number of shares of common stock outstanding was 19,977,779 and
19,956,167 during the second quarter of 1998 and 1997, respectively. The
weighted average number of non-employee director stock grants outstanding was
5,648 and 3,172 during the second quarter of 1998 and the second quarter of
1997, respectively. The weighted average number of shares of common stock
outstanding was 19,987,756 and 19,956,625 during the first six months of 1998
and 1997, respectively. The weighted average number of non-employee director
stock grants outstanding was 5,303 and 2,727 during the first six months of 1998
and 1997, respectively.  

                                       6

<PAGE>

                                CASTLE & COOKE, INC.

                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2.  EARNINGS PER COMMON SHARE (CONTINUED)

  The computation of dilutive earnings per share includes the assumed exercise
of 131,535 and 39,893 options outstanding during the second quarter of 1998 and
1997, respectively.  The computation of dilutive earnings per share during the
first six months of 1998 includes the assumed exercise of 94,818 options
outstanding.  The computation of dilutive earnings per share during the first
six months of 1997 does not include the assumed exercise of 54,562 options
because their effect was anti-dilutive.


NOTE 3.  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 involved from time to time in various claims and legal actions
arising in the normal course of business.  In the opinion of management, the
final resolution of these matters is not expected to have a material adverse
effect on the Company's financial position or results of operations.


NOTE 4.  SUPPLEMENTAL CASH FLOW INFORMATION

  The Company made interest payments of approximately $6.7 million and $5.9
million during the first six months of 1998 and 1997, respectively.  Total
interest capitalized into real estate developments and property and equipment
under construction totaled approximately $5.6 million and $5.3 million during
the first six months of 1998 and 1997, respectively. 

  During the first six months of 1998, the Company made income tax payments of
approximately $703,000.  During the first six months of 1997, the Company made
income tax payments of $71,000 and received income tax refunds of approximately
$7.1 million.   

NOTE 5.  NEW ACCOUNTING PRONOUNCEMENT

  Effective January 1, 1998, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 130-"Reporting Comprehensive Income" (SFAS
No. 130). This statement establishes standards for reporting and display of
comprehensive income and its components in a full set of general purpose
financial statements.  The implementation of SFAS No. 130 did not have an impact
on the Company's results of operations or financial position.

  In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS No.
133- "Accounting for Derivative Instruments and Hedging Activities," which
establishes accounting and reporting standards for derivative instruments and
hedging activities.  It requires an entity to recognize all derivatives in the
statement of financial position and measure those instruments at fair value. 
The Company must implement SFAS No. 133 by the first quarter of 2000, and it is
not expected to have a significant adverse effect on the results of operations.

NOTE 6.  STOCK REPURCHASE

  In connection with its "Dutch Auction" self-tender offer, the Company
repurchased 3,015,764 shares of the Company's common stock at a price of $19.25
per share on July 6, 1998. The total repurchase price of approximately $58
million was accrued at June 30, 1998.  

                                      7

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

RESULTS OF OPERATIONS

REVENUES

  Second quarter consolidated revenues increased 26% to $69.5 million in 1998
from $55.1 million in 1997, and consolidated revenues for the first six months
of the year increased 16% to $126.7 million in 1998 from $109.2 million in 1997.
Second quarter residential and other property sales increased 28% to $34.8
million in 1998 from $27.0 million in 1997.  Residential property sales for the
first six months of the year increased 14% to $61.5 million in 1998 from $54.0
million in 1997.  This increase is primarily due to increased home deliveries at
the Oahu developments, and the commencement of homesite deliveries at the
Company's new Keene's Pointe development in Orlando, Florida.  Second quarter
Oahu home deliveries increased 8% to 93 homes in 1998 from 86 homes in 1997, and
Oahu home deliveries for the first six months increased 8% to 171 homes in 1998
from 159 homes in 1997.  The second quarter average price per home increased 4%
to $264,000 in 1998 from $255,000 in 1997.  Second quarter mainland homesite
deliveries increased 46% to 275 homesites in 1998 from 188 homesites in 1997,
and mainland homesite deliveries for the first six months increased 8% to 427
homesites in 1998 from 396 homesites in 1997.  Included in the second quarter
mainland deliveries were the first 46 homesites at the new Orlando development. 
The second quarter average price per homesite increased 62% to $34,000 in 1998
from $21,000 in 1997. Second quarter resort revenues increased 44% to $22.0
million in 1998 from $15.3 million in 1997, and resort revenues for the first
six months increased 30% to $39.3 million in 1998 from $30.3 million in 1997. 
This increase is primarily due to increased luxury resort residential sales of
$6.1 million during the second quarter of 1998 compared to the second quarter of
1997, and $6.7 million during the first six months of 1998 compared to the first
six months of 1997. These increases are primarily due to the sale of three
luxury townhomes at the Terraces at Manele Bay and one homesite at the Manele
Bay development in the second quarter of 1998.


COST AND EXPENSES
  
  Second quarter consolidated cost of operations increased to $65.7 million in
1998 from $53.5 million in 1997, and consolidated cost of operations for the
first six months increased to $120.1 million in 1998 from $106.8 million in
1997.  The cost of residential property sales as a percentage of residential
property sales decreased to 88% in the second quarter of 1998 from 91% in the
second quarter of 1997 and was 90% for the first six months of both years.  The
decrease in the second quarter is primarily due to the new Orlando project and
improved results at the Seven Oaks development in Bakersfield, California,
partially offset by decreased margins at the Oahu projects. Excluding luxury
resort residential sales and depreciation, the cost of resort operations as a
percentage of resort revenues improved to 100% during the first six months of
1998 from 108% during the first six months of 1997.  This improvement is
primarily due to increased occupancy and average daily room rates.  Since a
significant portion of the resort operations' costs are fixed costs, these costs
will not increase or decrease proportionately as occupancy and resort revenues
increase or decrease. The second quarter luxury resort residential operating
margin increased to $2.2 million in 1998 from $841,000 in 1997, and the six
month luxury resort residential operating margin increased to $1.8 million in
1998 from $905,000 in 1997.  Resort depreciation was $2.3 million and $2.4
million during the second quarter of 1998 and 1997, respectively.  Resort
depreciation was $4.5 million and $4.7 million during the first six months of
1998 and 1997, respectively.

                                       8

<PAGE>

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

COST AND EXPENSES (CONTINUED)

  Total interest incurred in the second quarter and first six months of 1998
was $3.7 million and $7.4 million, respectively.  Total interest capitalized
into real estate developments and property and equipment under construction in
the second quarter and first six months of 1998 was $2.8 million and $5.6
million, respectively. Total interest incurred in the second quarter and first
six months of 1997 was $3.0 million and $5.9 million, respectively.  Total
interest capitalized into real estate developments and fixed assets under
construction in the second quarter and first six months of 1997 was $2.8 million
and $5.3 million, respectively. Total borrowings were $193.1 million at June 30,
1998 compared to $153.7 million at June 30, 1997.  Amortization in cost of sales
of previously capitalized interest totaled approximately $2.0 million and $1.3
million for the first six months of 1998 and 1997, respectively.  

NET INCOME AND EARNINGS PER SHARE
  
  The Company's effective income tax rate decreased to 33% in 1998 from 39.5%
in 1997.  The 33% effective tax rate in 1998 is primarily due to low-income
housing credits. 
  
  The preferred stock dividend and accretion in 1997 relates to the $35 million
cumulative preferred stock issued in connection with the Company's separation
from Dole in December of 1995.  The Company redeemed all of its outstanding
preferred stock in December of 1997.

  Second quarter net income available to common shareholders increased to $2.6
million in 1998 from  $236,000 in 1997.  The net income available to common
shareholders for the first six months of 1998 was $4.0 million compared to net
loss available to common shareholders of $296,000 for the first six months of
1997.  This increase is primarily due to better operating results described
above.  

                                      9

<PAGE>
                                          
                                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 and homesites for 1998
compared to 1997 were as follows:


<TABLE>
<CAPTION>
                                                           Quarter Ended              Six Months Ended
                                                             June  30,                    June 30,
                                                     ----------------------        ----------------------
                                                        1998           1997          1998          1997   
                                                     --------      --------        -------       --------
<S>                                                  <C>           <C>             <C>           <C>
BACKLOG-HOMES
Units
Backlog at beginning of the period                        81             65             46             55
Add:  New orders                                         113            105            226            188
Less: Deliveries                                         (97)           (88)          (175)          (161)
                                                     --------      --------        -------       --------
  Backlog at end of the period                            97             82             97             82
                                                     --------      --------        -------       --------
                                                     --------      --------        -------       --------
Dollars
Backlog at beginning of the period                   $21,607        $18,711        $11,920        $15,143
Add:  New orders                                      31,429         27,898         61,006         50,442
Less: Deliveries                                     (25,561)       (22,475)       (45,451)       (41,451)
                                                     --------      --------        -------       --------
  Backlog at end of the period                       $27,475        $24,134        $27,475        $24,134
                                                     --------      --------        -------       --------
                                                     --------      --------        -------       --------

MAINLAND BACKLOG- HOMESITES
Units
Backlog at beginning of the period                       761            261            405            232
Add:  New orders                                         149            126            657            363
Less: Deliveries                                        (275)          (188)          (427)          (396)
                                                     --------      --------        -------       --------
  Backlog at end of the period                           635            199            635            199
                                                     --------      --------        -------       --------
                                                     --------      --------        -------       --------

Dollars
Backlog at beginning of the period                   $32,942         $8,448        $19,964         $7,959
Add:  New orders                                       3,815          3,163         23,223          9,589
Less: Deliveries                                      (9,475)        (3,952)       (15,905)        (9,889)
                                                     --------      --------        -------       --------
  Backlog at end of the period                       $27,282         $7,659        $27,282         $7,659
                                                     --------      --------        -------       --------
                                                     --------      --------        -------       --------
</TABLE>

The increase in new homesite orders for the first six months of 1998 as compared
to 1997 is primarily due to the new Keene's Pointe development in Orlando,
Florida and increased activity at the Bakersfield developments.  Included in
backlog at June 30, 1998, are homesites to be sold to builders under option
contracts, pursuant to which approximately 142 homesites with an aggregate sales
price of approximately $5.5 million are expected to close after June 30, 1999.

                                      10

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

LIQUIDITY AND CAPITAL RESOURCES

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

  On May 16, 1997, the Company's existing credit agreement with a syndicate of
banks was amended and restated (the "Credit Agreement").  Pursuant to this
Credit Agreement, the banks agreed to provide a three-year revolving credit
facility of up to $250 million, based upon a percentage of value of certain
commercial properties and home building inventory (the "Borrowing Base").  At
June 30, 1998, the Borrowing Base allows the Company to borrow up to $250
million.  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 June 30, 1998, total
borrowings under the Credit Agreement were $181 million and the weighted average
interest rate was 7.15%.  Effective October 1, 1997, the Company entered into
two five year interest rate contracts to hedge against rising interest rates.
These contracts effectively convert $80 million of the Company's variable rate
debt to fixed rated debt at an average rate of 7.4%, as adjusted based on the
Company's total debt outstanding.  Market risk exposure is limited to the net
interest differential between the variable rate debt under the credit facility
and the fixed rate debt, which is reflected in interest incurred.  At June 30,
1998, the Company is in compliance with the various financial covenants of the
Credit Agreement. 

  In connection with its "Dutch Auction" self-tender offer, the Company
repurchased 3,015,764 shares of the Company's common stock at a price of $19.25
per share on July 6, 1998. The total repurchase price of approximately $58
million was accrued at June 30, 1998, and was funded primarily from borrowings
under the Credit Agreement.    

  The Company believes that, in addition to its existing financial resources,
the Company will need to obtain additional capital to meet its short-term and
long-term cash needs.  The Company expects to raise this capital through a
combination of such things as selective sales of commercial assets, additional
bank financing and private debt placement.  There can be no assurance, however,
that the existing capital together with such additional capital will be
sufficient.  The Company may be required to seek additional capital from a
variety of other potential sources.   

  Residential development spending was $52.3 million in the first six months of
1998.  Spending during the first six months of 1998 at the Mililani, Royal Kunia
and Lalea residential developments on Oahu was approximately $16.7 million, $9.0
million and $4.6 million, respectively.  Spending during the first six months of
1998 at the Bakersfield, California; Sierra Vista, Arizona; and Orlando, Florida
residential developments was approximately $9.2 million, $1.7 million and $9.6
million, respectively. 

  Total resort development and capital spending was approximately $10.4 million
during the first six months of 1998.  Included in the $10.4 million was spending
at the Manele and Koele luxury home developments, which was approximately $5.7
million and $231,000, respectively.

  Capital expenditures at the commercial projects totaled $17.7 million during
the first six months of 1998 and primarily related to the construction of the
129,000 square foot Two Premier Plaza in Atlanta, Georgia ($2.8 million), the
43,000 square foot Regents Center II in Tempe, Arizona ($1.5 million), the
Coyote Creek Golf Course in San Jose, California ($5.0 million), the Keene's
Pointe golf course in Orlando, Florida ($2.6 million) and the Marketplace
shopping center in Bakersfield, California ($2.9 million).  Construction costs
during the remainder of 1998, relating to the Coyote Creek Golf Course and
Keene's Pointe Golf Course are expected to be $5.2 and 7.1 million,
respectively.  The Company expects to spend approximately $8.0 million during
the remainder of 1998 for proposed office buildings. 

                                   11

<PAGE>

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

LIQUIDITY AND CAPITAL RESOURCES (CONTINUED) 

  Cash flow from operating activities increased $3.2 million during the first
six months of 1998 as compared to the corresponding period in 1997.  The
increase is primarily due to improved operating results. Cash flow used in
investing activities increased $6.8 million during the first six months of 1998
as compared to the corresponding period in 1997.  The increase is primarily due
to increased construction activity on the commercial developments.  Cash flow
provided by financing activities increased $7.5 million during the first six
months in 1998 as compared to the corresponding period in 1997.  The change is
primarily due to net borrowings under the Credit Agreement (or its predecessor)
of $7.0 million during the first six months of 1998 compared to net borrowings
of $1.5 million in 1997. 

  The Company uses software and related technologies that will be affected by
the date change in the Year 2000.  The Company continues to assess the impact of
the Year 2000 issue on its operations, including the development of cost
estimates for, and the extent of changes required to address this issue.
Maintenance or modification costs will be expensed as incurred, while the costs
of new software will be capitalized and amortized over the software's useful
life. These costs are not expected to have a significant impact on the Company's
ongoing results of operations.  Similarly, while it is not possible to quantify
the cost to the Company that may result from year 2000 problems that may be
experienced by its suppliers, the Company does not anticipate that they will
have a material adverse impact on its business.










                                       12

<PAGE>


                                CASTLE & COOKE, INC.
                                          
                                      PART II.
                                          
                                 OTHER INFORMATION


Item 4.   Submission of Matters to a Vote of Security Holders

          Castle & Cooke, Inc. held its Annual Meeting of Stockholders (the
          "Meeting") on May 14, 1998, at which the Company's stockholders voted:
          (1) to elect the nominated slate of seven directors, each to serve
          until the next meeting and until his or her successor has been duly
          elected and qualified:  Edward M. Carson, Lodwrick M. Cook, Edward J.
          Hogan, Wallace S. Miyahira, David H. Murdock, Lynne Scott Safrit, and
          Dell Trailor; and (2) to elect Arthur Andersen LLP as the Company's
          independent public accountants and auditors for the 1998 fiscal year.

          Holders of record of the Company's common stock as of March 9, 1998
          were entitled to vote at the meeting.  On March 9, 1998, there were
          19,998,288 shares of common stock outstanding and entitled to vote and
          18,534,542 were represented at the Meeting.  Each of the directors
          received at least 99.0% of the shares cast in favor of his or her
          election.  The shares cast for each director are as follows: Edward M.
          Carson: 18,493,135 for and 41,407 withheld; Lodwrick M. Cook:
          18,492,931 for and 41,611 withheld; Edward J. Hogan: 18,493,428 for
          and 41,114 withheld; Wallace S. Miyahira: 18,496,917 for and 37,625
          withheld; David H. Murdock: 18,493,055 for and 41,487 withheld; Lynne
          Scott Safrit: 18,496,250 for and 38,292 withheld; Dell Trailor:
          18,493,567 for and 40,975 withheld.  With respect to the election of
          Arthur Andersen LLP, the shares cast were 18,509,835 shares for,
          11,924 shares against, and 12,783 shares in abstention. 


Item 6.   Exhibits and Reports on Form 8-K

    (a)   Exhibits

<TABLE>
<CAPTION>

Exhibit
   No.   
-------
<S>       <C>
4.3       Amendment No. 1 to the Amended and Restated Credit Agreement
4.4       Amendment No. 2 to the Amended and Restated Credit Agreement
4.5       Amendment No. 3 to the Amended and Restated Credit Agreement
4.6       Temporary Waiver Agreement relating to the Amended and Restated Credit Agreement
 27       Financial Data Schedule

</TABLE>

    (b)   Reports on Form 8-K

          THE REGISTRANT FILED NO REPORTS ON FORM 8-K DURING THE QUARTER ENDED
          JUNE 30, 1998.
                                          
All other items required under Part II are omitted because they are not
applicable.

                                       13

<PAGE>

                                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:     August 13, 1998               BY   /s/ Edward C. Roohan
                                             --------------------------
                                             Edward C. Roohan
                                             Vice President and
                                             Chief Financial Officer
                                             (Principal financial officer)

Date:     August 13, 1998               BY   /s/ Scott J. Blechman  
                                             --------------------------
                                             Scott J. Blechman
                                             Vice President and
                                             Corporate Controller
                                             (Principal accounting officer)







                                       14

<PAGE>