<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 MARCH 31, 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 May 11, 1998 
        -----                              ----------------------------------
Common Stock, without par value                     20,005,674 shares
                                          
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                          
<PAGE>

                                CASTLE & COOKE, INC.

                                     FORM 10-Q
                               FOR THE QUARTER ENDED
                                   MARCH 31, 1998

                                 TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                          PAGE
                                                                         NUMBER
                                                                         ------
<S>       <C>                                                              <C>
PART I.   FINANCIAL INFORMATION                                   
                                                                 
     Item 1.   Financial Statements

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

          Consolidated Statements of Operations -- Three months
            ended March 31, 1998 and March 31, 1997 .....................   4

          Consolidated Statements of Cash Flows -- Three months 
            ended March 31, 1998 and March 31, 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 6.   Exhibits and Reports on Form 8-K .........................  12

SIGNATURES ..............................................................  13
</TABLE>


                                       2


<PAGE>

                                 CASTLE & COOKE, INC.

                             CONSOLIDATED BALANCE SHEETS

                                    (IN THOUSANDS)


<TABLE>
<CAPTION>

                                                           March 31,      December 31,
                                                            1998             1997
                                                         (Unaudited)       (Audited)
                                                       -------------      ------------
<S>                                                    <C>                <C>
Cash and cash equivalents                              $      3,568       $      1,612
Receivables, net                                             32,088             30,530
Real estate developments                                    513,809            506,784
Property and equipment, net                                 464,753            460,919
Other assets                                                 21,711             19,415
                                                       -------------      ------------

     Total assets                                      $  1,035,929       $  1,019,260
                                                       -------------      ------------
                                                       -------------      ------------

Notes payable                                          $    187,969       $    176,101
Note payable to Dole                                         10,000             10,000
Accounts payable                                             20,064             18,162
Accrued liabilities                                          28,436             28,263
Deferred income taxes                                       176,983            176,357
Deferred income and other liabilities                        27,268             26,633
                                                       -------------      ------------

     Total liabilities                                      450,720            435,516
                                                       -------------      ------------

Common shareholders' equity
     Common stock                                           511,685            511,616
     Retained earnings                                       73,524             72,128
                                                       -------------      ------------
         Total common shareholders' equity                  585,209            583,744
                                                       -------------      ------------

     Total liabilities and shareholders' equity        $  1,035,929       $  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>
                                                          Three Months Ended
                                                               March 31, 
                                                      -------------------------
                                                         1998            1997
                                                      ---------      ----------
<S>                                                   <C>            <C>
REVENUES
     Residential and other property sales             $  26,777      $   26,927
     Resort revenues                                     17,340          15,002
     Commercial and other revenues                       13,133          12,249
                                                      ---------      ----------
          Total revenues                                 57,250          54,178

COST OF OPERATIONS
     Cost of residential and other property sales        24,603          24,161
     Cost of resort operations                           18,732          18,233
     Cost of commercial and other operations              7,860           7,288
     General and administrative expenses                  3,194           3,636
                                                      ---------      ----------
         Total cost of operations                        54,389          53,318
                                                      ---------      ----------

Operating income                                          2,861             860
Interest and other income, net                              110             371
Interest expense, net                                       888             375
                                                      ---------      ----------
Income before income taxes                                2,083             856
Income tax provision                                       (687)           (338)
                                                      ---------      ----------
Net income                                                1,396             518
Preferred stock dividend and accretion                        -          (1,050)
                                                      ---------      ----------
Net income (loss) available to common shareholders    $   1,396      $     (532)
                                                      ---------      ----------

Basic earnings (loss) per common share                $    0.07      $    (0.03)
                                                      ---------      ----------
                                                      ---------      ----------
Diluted earnings (loss) per common share              $    0.07      $    (0.03)
                                                      ---------      ----------
                                                      ---------      ----------

Average number of common shares outstanding              20,003          19,956
                                                      ---------      ----------
                                                      ---------      ----------
</TABLE>

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

                                          4

<PAGE>

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


<TABLE>
<CAPTION>
                                                                   Three Months Ended
                                                              ---------------------------
                                                                March 31,       March 31,
                                                                  1998            1997
                                                              -----------    ------------
<S>                                                           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES                                     
     Net income                                               $   1,396      $      518
     Adjustments to reconcile net income to cash flow
          provided by operating activities:
          Depreciation and amortization                           4,627           4,351
     Changes in operating assets and liabilities:               
          Increase in receivables, net                           (1,558)           (899)
          Increase in real estate developments                   (7,439)         (2,465)
          Decrease in income tax receivable                           -           7,065
          Increase (decrease) in accounts payable                 1,905            (230)
          Increase (decrease) in accrued liabilities                170          (3,058)
          Increase (decrease) in deferred income taxes              626             268
          Net change in other assets and liabilities             (1,444)           (989)
                                                              ---------      ----------
     Net cash (used in) provided by operating activities         (1,717)          4,561
                                                              ---------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Acquisition of property and equipment                       (8,264)         (6,131)
                                                              ---------      ----------
     Net cash used in investing activities                       (8,264)         (6,131)
                                                              ---------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Net increase under revolving loan agreement                 11,868           8,990
     Proceeds from exercise of stock options                         69              33
     Preferred stock dividends paid                                   -            (875)
                                                              ---------      ----------
     Net cash provided by financing activities                   11,937           8,148
                                                              ---------      ----------

     Net increase in cash and cash equivalents                    1,956           6,578
     
     Cash and cash equivalents at beginning of period             1,612           5,663
                                                              ---------      ----------
     Cash and cash equivalents at end of period               $   3,568      $   12,241
                                                              ---------      ----------
                                                              ---------      ----------
</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 three months ended March 
31, 1998 and March 31, 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 three months ended March 31, 
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, 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 
grants outstanding during the period.  The computation of diluted earnings 
per share further assumes the dilutive effect of stock options. The weighted 
average number of shares of common stock outstanding were 19,997,844 and 
19,956,167 during the first quarter of 1998 and 1997, respectively. The 
weighted average number of non-employee director grants outstanding was 4,954 
and 2,281 for 1998 and 1997, respectively.  

     The computation of dilutive earnings per share during the first quarter 
of 1998 includes the assumed exercise of 61,217 options outstanding.  The 
computation of dilutive earnings per share during the first quarter of 1997 
does not include the assumed exercise of 66,661 options because their effect 
was anti-dilutive.

                                       6

<PAGE>

                                 CASTLE & COOKE, INC.

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 $2.5 million and 
$2.8 million in the first quarter of 1998 and 1997, respectively.  Total 
interest capitalized into real estate developments and fixed assets under 
construction totaled approximately $2.7 million and $2.5 million in the first 
quarter of 1998 and 1997, respectively. 

     In the first quarter of 1998, the Company made income tax payments of 
approximately $55,000.  In the first quarter 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.

NOTE 6.  SUBSEQUENT EVENTS

     On April 1, 1998, the Company closed on its agreement to form a venture 
with Horizon/Glen Outlet Centers Limited Partnership, the lessee of the Dole 
Cannery Outlet Center in Honolulu, Hawaii.  The Company owns a substantial 
majority of the venture and controls its operations.  Horizon contributed to 
the venture its rights and obligations under the lease of the Dole cannery 
outlet center in Honolulu, Hawaii.  Horizon also contributed to the venture 
substantially all of its economic interest in an outlet center in Lake 
Elsinore, California, subject to existing mortgage financing, together with 
certain vacant property adjacent to the outlet center.  In exchange for its 
contributions to the venture, Horizon was released from all continuing 
obligations under the Dole Cannery lease, including any commitments with 
respect to the operation of the Dole Cannery.  The closing of this 
transaction will not result in a gain or loss to the Company.

     On May 11, 1998, the Company announced a "Dutch Auction" self-tender 
offer for up to 3 million shares of the Company's common stock, representing 
approximately 15% of its outstanding shares.  The tender price range is from 
not less than $17.75 to not more than $19.50 per share. The Company expects 
to purchase the shares with cash on hand and borrowings under its revolving 
credit facility. The Company expects to complete the tender offer in the 
second quarter of 1998.

                                        7

<PAGE>

                                 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 increased 6% to $57.3 million in 
1998 from $54.2 million in 1997. First quarter residential and other property 
sales decreased to $26.8 million in 1998 from $26.9 million in 1997.  
Excluding other property sales in Bakersfield, first quarter home and 
homesite revenues increased 6% to $26.5 million in 1998 compared to $25.0 
million in 1997.  This increase is primarily due to increased home deliveries 
at the Oahu developments. First quarter home deliveries increased 7% to 78 
homes in 1998 from 73 homes in 1997.  The first quarter average price per 
home decreased 2% to $255,000 in 1998 from $260,000 in 1997.  First quarter 
homesite deliveries decreased 27% to 152 in 1998 from 208 in 1997.  The first 
quarter average price per homesite increased 45% to $42,000 in 1998 from 
$29,000 in 1997.  The decrease in homesite deliveries and the increase in 
average price per homesite are primarily due to timing of closings and 
product mix, respectively.  There were three other property sales in 
Bakersfield during the first quarter of 1997 which generated $1.9 million in 
revenue compared to one other property sale in the first quarter of 1998 
which generated $320,000 in revenue.  First quarter resort revenues increased 
16% to $17.3 million in 1998 from $15.0 million in 1997.  This increase was 
primarily due to improved occupancy and room rates at the resorts. Resort 
occupancy rates increased 9% to 76.1 % in 1998 from 69.6% in 1997. Average 
daily rates increased 3% to $308 in 1998 from $299 in 1997.  The improved 
occupancy and room rates are primarily due to adverse weather conditions that 
existed in the first quarter of 1997.

COST AND EXPENSES
     
     First quarter consolidated cost of operations increased to $54.4 million 
in 1998 from $53.3 million in 1997.  The cost of residential property sales 
as a percentage of residential property sales increased to 92% in 1998 from 
90% in 1997.  Excluding the cost of other property sales, home and homesite 
cost as a percentage of revenues was 92% in the first quarter of 1998 and 
1997.  The cost of other property sales as a percentage of other property 
sales was 71% in 1998 and 56% in 1997. Excluding luxury resort residential 
sales and depreciation, the cost of resort operations as a percentage of 
resort revenues improved to 92% in 1998 from 107% in 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 first quarter luxury resort residential 
operating margin decreased to a loss of $410,000 in 1998 from income of 
$64,000 in 1997. Resort depreciation was $2.3 million in 1998 and $2.3 
million in 1997.
 
Total interest incurred in the first quarter of 1998 was $3.6 million of 
which $2.7 million was capitalized into real estate developments and fixed 
assets under construction.  Total interest 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 borrowings were 
$198.0 million at March 31, 1998 compared to $161.1 million at March 31, 
1997.  Amortization in cost of sales of previously capitalized interest 
totaled approximately $1.1 million and $646,000 for the first quarters of 
1998 and 1997, respectively.  

                                       8

<PAGE>

                                 CASTLE & COOKE, INC.

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

NET INCOME AND EARNINGS PER SHARE
     
     The Company's effective income tax rate decreased to 33% in the first 
quarter of 1998 from 39.5% in the first quarter of 1997.  The 33% effective 
tax rate in the first quarter of 1998 is primarily due to low-income housing 
credits. 
     
     The preferred stock dividend and accretion in the first quarter of 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.

     First quarter net income available to common shareholders was $1.4 
million compared to first quarter net loss available to common shareholders 
of $532,000 in 1997.  This increase is primarily due to better operating 
results described above.  

BACKLOG

     The Company's new orders and backlog for homes and homesites for 1998 
compared to 1997 were as follows:

<TABLE>
<CAPTION>
                                                             Three Months Ended
                                                                  March 31,
                                                      -----------------------------
                                                            1998             1997
                                                      -----------      -----------
<S>                                                   <C>              <C>
BACKLOG- HOME
     Units
     Backlog at beginning of the period                       46               55
     Add:  new orders                                        113               83
     Less: deliveries                                        (78)             (73)
                                                      -----------      -----------
          Backlog at end of the period                        81               65
                                                      -----------      -----------
                                                      -----------      -----------

     Dollars (in thousands)
     Backlog at beginning of the period               $   11,920       $   15,143
     Add:  new orders                                     29,577           22,544
     Less: deliveries                                    (19,890)         (18,976)
                                                      -----------      -----------
          Backlog at end of the period                $   21,607       $   18,711
                                                      -----------      -----------
                                                      -----------      -----------

MAINLAND BACKLOG- HOMESITES
     Units
     Backlog at beginning of the period                      405              232
     Add:  new orders                                        508              237
     Less: deliveries                                       (152)            (208)
                                                      -----------      -----------
          Backlog at end of the period                       761              261
                                                      -----------      -----------
                                                      -----------      -----------

     Dollars (in thousands)
     Backlog at beginning of the period               $   19,964       $    7,959
     Add:  new orders                                     19,408            6,426
     Less: deliveries                                     (6,430)          (5,937)
                                                      -----------      -----------
          Backlog at end of the period                $   32,942       $    8,448
                                                      -----------      -----------
                                                      -----------      -----------
</TABLE>

The increase in new homesite orders for the first three 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.
                                          
                                          
                                       9

<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 
March 31, 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 March 31, 1998, 
total borrowings under the Credit Agreement were $186 million and the weighted 
average interest rate was 7.0%.  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 March 31, 1998, the Company is in compliance with the various 
financial covenants of the Credit Agreement. 

     The Company believes that funds available under the Credit Agreement 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 $23.6 million in the first three 
months of 1998.  Spending during the first three months of 1998 at the 
Mililani, Royal Kunia and Lalea residential developments on Oahu was 
approximately $8.2 million, $1.8 million and $1.3 million, respectively.  
Spending during the first three months of 1998 at the Bakersfield, California; 
Sierra Vista, Arizona; and Orlando, Florida residential developments was 
approximately $5.1 million, $894,000 and $5.9 million, respectively. The 
Company expects to begin selling homesites in the new Orlando development in 
the summer of 1998. 

     Total resort development and capital spending was approximately $5.0 
million during the first three months of 1998.  Spending at the Manele and 
Koele luxury home developments during the first three months of 1998 was 
approximately $2.8 million and $120,000, respectively.

     Capital expenditures at the commercial projects totaled $7.1 million 
during the first three months of 1998 and primarily related to the 
construction of the 129,000 square foot Two Premier Plaza in Atlanta, Georgia 
($1.8 million), the 43,000 square foot Regents Center II in Tempe, Arizona 
($1.6 million), the Coyote Creek Golf Course in San Jose, California ($2.4), 
the Keene's Pointe golf course in Orlando, Florida ($614,000) and the 
Marketplace shopping center in Bakersfield, California ($478,000).  During 
the remainder of 1998, the Company expects to spend approximately $715,000 on 
construction of Two Premier Plaza. Leases have been executed for 76% of the 
Two Premier building and letters of intent have been signed for an additional 
6%.  Construction on phase III of the Marketplace (86,000 square feet) is 
expected to occur during 1998 and 1999 at a cost of $6.0 million. The Company 
expects to spend approximately $1.5 million during the remainder of 1998 on 
the completion of Regents II, a 41,000 square foot commercial office building 
adjacent to the Company's Regents Center in Tempe, Arizona.  This building is 
fully leased to a single tenant. Construction costs in 1998, relating to the 
Coyote Creek Golf Course and Keene's Pointe golf course are expected to be 
$8.4 million and $9.6 million, respectively, during the remainder of 1998.  

                                       10

<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 decreased $6.3 million during the 
first three months of 1998 as compared to the corresponding period in 1997.  
The decrease is primarily due to an income tax refund of $7.1 million in the 
first quarter of 1997 and a net increase of $7.4 million in real estate 
developments in the first quarter of 1998 partially offset by changes in the 
accounts payable and decrease in accrued liabilities balances.  The net 
increase in real estate developments is primarily due to construction 
activity at the new Keene's Pointe development.  The changes in the accounts 
payable and accrued liability balances are due to timing.  Cash flow used in 
investing activities increased $2.1 million during the first three 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 $3.8 
million during the first three 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 $11.9 million during the 
first three months of 1998 compared to net borrowings of $9.0 million in 
1997. 

                                       11

<PAGE>

                                CASTLE & COOKE, INC.
                                          
                                      PART II.
                                          
                                 OTHER INFORMATION


Item 6.     Exhibits and Reports on Form 8-K                        
                                                  
     (a)    Exhibits
     
     Exhibit   
       No.         
     -------

       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, 1998.
                                          
All other items required under Part II are omitted because they are not 
applicable.
                                          
                                          
                                        12
                                          
<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:  May 14, 1998                       BY  /s/ EDWARD C. ROOHAN    
                                             ---------------------------------
                                                  Edward C. Roohan
                                                  Vice President and
                                                  Chief Financial Officer
                                                  (Principal financial officer)

Date:  May 14, 1998                       BY  /s/ SCOTT J. BLECHMAN     
                                             ---------------------------------
                                                  Scott J. Blechman
                                                  Vice President and
                                                  Corporate Controller
                                                  (Principal accounting officer)


                                      13