<PAGE>
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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, 1999

                      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, 1999
               -----                       -----------------------------------
  Common Stock, without par value                     17,041,884 shares

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<PAGE>


                              CASTLE & COOKE, INC.

                                    FORM 10-Q
                              FOR THE QUARTER ENDED
                                 MARCH 31, 1999

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

    Item 1.   Financial Statements

         Consolidated Balance Sheets - March 31, 1999 and 
              December 31, 1998............................................3

         Consolidated Statements of Operations - Three months ended 
              March 31, 1999 and March 31, 1998............................4

         Consolidated Statements of Cash Flows - Three months ended 
              March 31, 1999 and March 31, 1998............................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............................15

SIGNATURES................................................................15

</TABLE>

                                        2

<PAGE>

                              CASTLE & COOKE, INC.
                           CONSOLIDATED BALANCE SHEETS

                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                             March 31,                December 31,
                                                               1999                      1998
                                                            (Unaudited)                (Audited)
                                                           -------------             -------------
<S>                                                        <C>                       <C>
Cash and cash equivalents                                  $       2,297             $       4,764
Receivables, net                                                  26,462                    23,127
Real estate developments                                         505,488                   501,147
Property and equipment, net                                      507,113                   500,000
Other assets                                                      25,398                    25,067
                                                           -------------             -------------
     Total assets                                          $   1,066,758             $   1,054,105
                                                           =============             =============

Notes payable                                              $     262,399             $     250,044
Note payable to Dole                                              10,000                    10,000
Accounts payable                                                  20,420                    20,239
Accrued liabilities                                               27,107                    30,411
Deferred income taxes                                            174,460                   174,450
Deferred income and other liabilities                             32,738                    32,175
                                                           -------------            --------------

    Total liabilities                                            527,124                   517,319
                                                           -------------             -------------

Common shareholders' equity
    Common stock                                                 512,239                   512,182
    Treasury stock, at cost                                      (58,322)                  (58,322)
    Retained earnings                                             85,717                    82,926
                                                           -------------             -------------
         Total common shareholders' equity                       539,634                   536,786
                                                           -------------             -------------
     Total liabilities and shareholders' equity            $   1,066,758             $   1,054,105
                                                           =============             =============
</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 PER COMMON SHARE AMOUNTS)
<TABLE>
<CAPTION>
                                                                                                 Three Months Ended
                                                                                                      March 31, 
                                                                                               -------------------------
                                                                                                   1999          1998  
                                                                                               -----------    ----------
<S>                                                                                            <C>            <C>
REVENUES
     Residential and other property sales                                                      $    30,802    $   26,777
     Resort revenues                                                                                19,821        17,340
     Commercial and other revenues                                                                  13,064        13,133
                                                                                               -----------    ----------
         Total revenues                                                                             63,687        57,250

COST OF OPERATIONS
     Cost of residential and other property sales                                                   26,915        24,603
     Cost of resort operations                                                                      20,951        18,732
     Cost of commercial and other operations                                                         7,861         7,860
     General and administrative expenses                                                             3,224         3,194
                                                                                               -----------    ----------
         Total cost of operations                                                                   58,951        54,389
                                                                                               -----------    ----------
Operating income                                                                                     4,736         2,861
Interest and other income, net                                                                       1,346           110
Interest expense, net                                                                                2,095           888
                                                                                               -----------    ----------
Income before income taxes                                                                           3,987         2,083
Income tax provision                                                                                (1,196)         (687)
                                                                                               -----------    ----------
     Net income                                                                                $     2,791    $    1,396
                                                                                               ===========    ==========
Basic and diluted earnings per common share                                                    $      0.16    $     0.07
                                                                                               ===========    ==========
</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, 
                                                                             1999                     1998    
                                                                       ---------------           -------------
<S>                                                                    <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES

     Net income                                                        $       2,791             $       1,396
     Adjustments to reconcile net income to cash flow
       provided by operating activities:
       Depreciation                                                            4,289                     4,627
       Equity earnings, net of dividends received                                206                        67
       Non-cash cost of residential and other property sales                  26,057                    22,899
     Changes in operating assets and liabilities:
       Increase in receivables, net                                           (3,321)                   (1,558)
       Additions to real estate developments                                 (30,382)                  (30,338)
       Increase in accounts payable                                              181                     1,905
       (Decrease) increase in accrued liabilities                             (2,304)                      170
       Increase in deferred income taxes                                          10                       626
       Net change in other assets and liabilities                                550                    (1,511)
                                                                       -------------             -------------
     Net cash used in operating activities                                    (1,923)                   (1,717)
                                                                       -------------             -------------

CASH FLOWS FROM INVESTING ACTIVITIES

     Acquisition of property and equipment                                   (12,956)                   (8,264)
                                                                       -------------             -------------
     Net cash used in investing activities                                   (12,956)                   (8,264)
                                                                       -------------             -------------

CASH FLOWS FROM FINANCING ACTIVITIES

     Net increase under revolving loan agreements                             13,000                    10,000
     Proceeds from issuance of debt                                                -                     1,875
     Reduction of debt                                                          (645)                       (7)
     Proceeds from exercise of stock options                                      57                        69
                                                                       -------------             -------------
     Net cash provided by financing activities                                12,412                    11,937
                                                                       -------------             -------------
     Net (decrease) increase in cash and cash equivalents                     (2,467)                    1,956
     Cash and cash equivalents at beginning of period                          4,764                     1,612
                                                                       -------------             -------------
     Cash and cash equivalents at end of period                        $       2,297             $       3,568
                                                                       =============             =============
</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 ended March 31, 
1999 and March 31, 1998, 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, 1998, 
included in the Company's Annual Report on Form 10-K filed with the 
Securities and Exchange Commission.

     The Company's operating results are subject to significant variability 
as a result of, among other things, the receipt of regulatory approvals, the 
status of development in particular projects and the timing of sales of homes 
and homesites in developed projects, income producing properties, and 
non-income producing properties. The results of operations for the quarter 
ended March 31, 1999, are not necessarily indicative of the results to be 
expected for the full year.

     Certain reclassifications have been made to the 1998 consolidated 
financial statements to conform to the 1999 presentation.

NOTE 2.  EARNINGS PER COMMON SHARE

      Basic earnings per share was computed by dividing net income 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 17,024,035 and 19,997,844 during the first quarter of 1999 
and 1998, respectively. The weighted average number of non-employee director 
stock grants outstanding was 7,058 and 4,954 during the first quarter of 1999 
and 1998, respectively. The computation of dilutive earnings per share 
includes the assumed exercise of 43,141 and 61,217 options outstanding during 
the first quarter of 1999 and 1998, respectively.

NOTE 3.  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.

NOTE 4.  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.

                                       6

<PAGE>



                              CASTLE & COOKE, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5.  SUPPLEMENTAL CASH FLOW INFORMATION

     The Company made interest payments of approximately $4.8 million and 
$2.5 million during the first quarter of 1999 and 1998, respectively. Total 
interest capitalized into real estate developments and property and equipment 
under construction totaled approximately $2.8 million and $2.7 million during 
the first quarter of 1999 and 1998, respectively.

     The Company made income tax payments of approximately $1.2 million and 
$55,000 during the first quarter of 1999 and 1998, respectively.

NOTE 6.  NEW ACCOUNTING PRONOUNCEMENT

     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 7. SUBSEQUENT EVENT

     On April 27, 1999, the Company closed on its agreement to purchase a 
golf course residential development located in Calaveras County in the Sierra 
Foothills east of Stockton, California. The project consists of 890 acres and 
the total purchase price will be approximately $6.2 million. In connection 
with this purchase, the Company entered into a separate partnership agreement 
with the seller of the development. This partnership, with the Company as the 
general partner, owns and operates the existing Saddle Creek golf course.

NOTE 8. INDUSTRY SEGMENT INFORMATION

     The Company's industry segment information is presented below (in 
thousands):
<TABLE>
<CAPTION>
                                      RESIDENTIAL
                                       AND OTHER                      COMMERCIAL
                                        PROPERTY        RESORT        AND OTHER
                                         SALES        OPERATIONS      OPERATIONS     CORPORATE        TOTAL  
                                      ------------   ------------    -------------   ----------    ----------
<S>                                   <C>            <C>             <C>             <C>           <C>       
QUARTER ENDED MARCH 31, 1999
Total revenue.......................  $     30,802   $     19,821    $      13,064   $         -   $   63,687
                                      ============   ============    =============   ===========   ==========

Operating income....................  $      2,689   $     (1,717)   $       4,987   $    (1,223)  $    4,736
Interest and other income...........           266              3            1,058            19        1,346
Interest expense....................             -              -                -        (2,095)      (2,095)
                                      ------------   ------------    -------------   -----------   ----------
Income before taxes.................  $      2,955   $     (1,714)   $       6,045   $    (3,299)  $    3,987
                                      ============   ============    =============   ===========   ==========

QUARTER ENDED MARCH 31, 1998

Total revenue.......................  $     26,777   $     17,340    $      13,133   $         -   $   57,250
                                      ============   ============    =============   ===========   ==========

Operating income ...................  $      1,023   $     (2,062)   $       5,042   $    (1,142)  $    2,861
Interest and other income...........            80              3               13            14          110
Interest expense....................             -              -                -          (888)        (888)
                                      ------------   ------------    -------------   -----------   ----------
Income before taxes.................  $      1,103   $     (2,059)   $       5,055   $    (2,016)  $    2,083
                                      ============   ============    =============   ===========   ==========
</TABLE>

                                       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 11% to $63.7 million in 
1999 from $57.3 million in 1998. Residential and other property sales for the 
first quarter increased 15% to $30.8 million in 1999 from $26.8 million in 
1998. This increase is primarily due to homesite deliveries at the new 
Keene's Pointe development in Orlando, Florida, increased revenues on Oahu 
and increased sales activity at the Sierra Vista, Arizona development. The 
Keene's Pointe development, which commenced deliveries in the second quarter 
of 1998, delivered 15 homesites in the first quarter of 1999 with revenues of 
$1.7 million, or $113,000 per homesite. Oahu residential revenues increased 
$1.5 million in the first quarter of 1999 compared to the first quarter of 
1998 due to increased sales prices. The average price per unit sold in the 
first quarter of 1999 was $281,000 compared to $255,000 in the first quarter 
of 1998. This increase was primarily due to product mix. Revenues at the 
Sierra Vista, Arizona development increased $586,000 in the first quarter of 
1999 compared to the first quarter of 1998 primarily due to increased 
homesite closings. First quarter homesite deliveries increased 90% to 38 
homesites in 1999 from 20 homes in 1998.

     Resort revenues for the first quarter of 1999 increased 14% to $19.8 
million in 1999 from $17.3 million in 1998. This increase is primarily due to 
increased resort residential sales. Resort residential sales were $3.9 
million in 1999 compared to $1.4 million in 1998. The Company sold three 
residential units at its two luxury resort residential developments for a 
total of $3.8 million during the first quarter of 1999, compared to one 
residential unit for a total of $750,000 during the first quarter of 1998. 
Resort residential sales also include the sale of one plantation home for a 
total of $120,000 during the first quarter of 1998. In addition, the 1998 
resort residential revenues include construction contract revenues of 
$504,000 relating to the construction of a senior housing facility on Lanai, 
which is owned and operated by an independent third party.

     The following table sets forth combined operating statistics for the two 
resort hotels:

<TABLE>
<CAPTION>
                                                            Quarter Ended
                                                               March 31,     
                                                       -----------------------
                                                         1999          1998  
                                                       ----------    ---------
     <S>                                               <C>           <C>
     Average daily room rate                           $     318     $    308
     Occupancy rate                                           74%          76%
</TABLE>

     Commercial and other revenues for the first quarter of 1999 and 1998 
were $13.1 million. Commercial and other revenues on Oahu decreased $1.1 
million in the first quarter of 1999 compared to the first quarter of 1998. 
However, the Oahu decrease was offset by a $1.0 million increase in the 
commercial and other operations on the mainland during the first quarter of 
1999 compared to the first quarter of 1998. The Oahu decrease was primarily 
due to the venture the Company entered into during 1998 with Horizon/Glen 
Outlet Centers Limited Partnership ("Horizon"), called Castle & Cooke Outlet 
Centers, LLC ("CCOC"). Prior to this venture, which commenced April 1, 1998, 
the Dole Cannery Factory Outlet Center in Honolulu was leased to Horizon and, 
accordingly, the Company recognized approximately $863,000 in revenue in 
accordance with this lease.

     The increase in mainland commercial revenues is primarily due to 
increased occupancy at the Premier II office building in Atlanta, Georgia, 
increased golf rounds at the Coyote Creek golf course in San Jose, California 
and increased usage fees at the Kirby Canyon landfill in San Jose, California.

                                       8

<PAGE>

                              CASTLE & COOKE, INC.

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

COST AND EXPENSES

     First quarter consolidated cost of operations increased to $59.0 million 
in 1999 from $54.4 million in 1998. The cost of residential and other 
property sales as a percentage of residential property sales decreased to 87% 
in the first quarter of 1999 from 92% in the first quarter of 1998. This 
decrease is primarily due to the new Keene's Pointe project in Orlando, 
Florida.

     Excluding resort residential sales and depreciation, the cost of resort 
operations as a percentage of resort revenues increased to 95% during the 
first quarter of 1999 from 92% during the first quarter of 1998. This 
increase is primarily due to decreased retail margins in the hotel gift 
shops, higher electricity costs due to a rate increase, and increased workers 
compensation insurance costs. Resort depreciation was $1.9 million and $2.2 
million during the first quarter of 1999 and 1998, respectively. The resort 
residential sales broke even in the first quarter of 1999 compared to a loss 
of $410,000 in the first quarter of 1998. The improvement is due to increased 
sales activity. Since a portion of residential cost of sales are period 
expenses, the cost of resort residential sales as a percentage of resort 
residential revenues will fluctuate based on the number of units sold during 
the period.

NET INCOME AND EARNINGS PER SHARE

     The Company's interest expense increased during the first quarter ended 
March 31, 1999 as compared to the prior year primarily due to increased debt. 
The Company's borrowings and related interest incurred are summarized as 
follows:
<TABLE>
<CAPTION>
                                                                      Quarter Ended
                                                                         March 31,       
                                                               --------------------------
                                                                   1999           1998   
                                                               -----------     ----------
     <S>                                                        <C>            <C>
     (in thousands)
     Total borrowings at quarter end                           $   272,399     $  197,969
                                                               ===========     ==========
     Total interest incurred                                   $     4,883     $    3,565
     Less: interest capitalized into real estate developments
         and property and equipment under construction              (2,788)        (2,677)
                                                               -----------     ----------
     Interest expense, net of capitalized interest             $     2,095     $      888
                                                               ===========     ==========
     Amortization in cost of residential and other
         property sales of interest previously capitalized     $     1,099     $      919
                                                               ===========     ==========
</TABLE>

     Interest and other income increased to $1.3 million in the first quarter of
1999 from $110,000 in the first quarter of 1998. This increase is primarily due
to CCOC's investment in a partnership which provided equity earnings of $1
million in the first quarter of 1999.

     The  Company's  effective  income tax rate  decreased to 30% in 1999 
from 33% in 1998.  The 30%  effective tax rate in 1999 is primarily due to 
low-income housing tax credits.

     First  quarter  net income  increased  to $2.8  million in 1999 from 
$1.4  million in 1998.  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 1999
compared to 1998 were as follows:
<TABLE>
<CAPTION>
                                                            Quarter Ended
                                                                March 31,       
                                                     ---------------------------
                                                         1999            1998
                                                     -----------     -----------
<S>                                                  <C>             <C>
BACKLOG-HOMES
Units
Backlog at beginning of the period                            88              46
Add:  New orders                                             137             113
Less: Deliveries                                             (80)            (78)
                                                     -----------     -----------
     Backlog at end of the period                            145              81
                                                     ===========     ===========

Dollars
Backlog at beginning of the period                   $    25,143     $    11,920
Add:  New orders                                          36,949          29,577
Less: Deliveries                                         (22,126)        (19,890)
                                                     -----------     -----------
     Backlog at end of the period                    $    39,966     $    21,607
                                                     ===========     ===========

MAINLAND BACKLOG-HOMESITES
Units
Backlog at beginning of the period                           594             405
Add:  New orders                                             322             508
Less: Deliveries                                            (198)           (152)
                                                     -----------     -----------
     Backlog at end of the period                            718             761
                                                     ===========     ===========

Dollars
Backlog at beginning of the period                   $    22,074     $    19,964
Add:  New orders                                          16,024          19,408
Less: Deliveries                                          (8,486)         (6,430)
                                                     -----------     -----------
     Backlog at end of the period                    $    29,612     $    32,942
                                                     ===========     ===========
</TABLE>

     The Oahu homes backlog increased 31 units and $12.2 million. The Company 
expects full year home deliveries to be slightly higher in 1999 than in 1998. 
The home backlog on the mainland increased 33 homes and $6.2 million. This 
increase is due to the introduction of The Greens at Seven Oaks, an adult 
active community within the Seven Oaks development in Bakersfield, 
California. The Company began taking reservations for this development in the 
second half of 1998. The Company believes that the decrease in new homesite 
orders during the first quarter of 1999 compared to the prior year and the 
related decrease in backlog at March 31, 1999 compared to March 31, 1998 is 
primarily due to the timing of new orders.

     As of March 31, 1999, there are seven sales contracts for townhomes at 
the Manele Bay and Koele residential project on the island of Lanai, which 
have an aggregate sales value of approximately $8.6 million.

                                      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 March 31, 1999, the Borrowing Base allows the Company 
to borrow up to $246 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, 1999, total borrowings under the Credit Agreement 
were $211 million and the weighted average interest rate was 6.6%. On 
December 30, 1998, the Company entered into a $50 million long-term fixed 
rate financing arrangement with an insurance company. This debt, which has an 
interest rate of 6.73% and a 30-year amortization rate, matures on December 
30, 2008. At March 31, 1999, the Company is in compliance with the various 
financial covenants of its loan agreements.

     The Company's financial market risk exposures relate primarily to 
interest rates. Therefore, the Company utilizes interest rate agreements to 
manage interest rate exposures. The principal objective of such contracts is 
to minimize the risks and/or costs associated with financial activities. The 
Company does not utilize financial instruments for trading or other 
speculative purposes. In October 1997, the Company entered into interest rate 
swaps on issued variable-rate debt for notional amounts totaling $80 million. 
This effectively converted variable-rate debt into fixed-rate debt, with an 
interest rate of 7.4% at March 31, 1999. These agreements mature on October 
1, 2002. Notional amounts do not represent cash flow, and credit risk 
exposure is limited to the net interest differentials. The swap rate 
difference resulted in approximately $166,000 and $39,000 of additional 
interest expense in the first quarter of 1999 and 1998, respectively, 
compared to what interest expense would have been had the debt remained at 
variable rates.

     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 funded primarily from borrowings under the Credit Agreement.

     The Company currently believes that it will need to increase its current 
borrowing capacity by approximately $25 million to meet its short-term and 
long-term cash needs. To meet this need, the Company is currently seeking 
additional fixed-rate term loans. There can be no assurance, however, that 
these additional loans will be obtained, or that the increased borrowing 
capacity will be sufficient. The Company may be required to seek additional 
capital from the sale of assets or from other sources.

     Residential development spending was $30.4 million in the first quarter 
of 1999. Spending during the first quarter of 1999 at the Mililani, Royal 
Kunia and Lalea residential developments on Oahu was approximately $11.7 
million, $1.6 million and $2.4 million, respectively. Spending during the 
first quarter of 1999 at the Bakersfield, California; Orlando, Florida; and 
Sierra Vista, Arizona residential developments was approximately $6.5 
million, $2.1 million and $1.2 million, respectively.

                                      11
<PAGE>


                              CASTLE & COOKE, INC.

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

LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

     Total resort capital spending was approximately $900,000 for the first 
quarter of 1999. Developmental expenditures on the island of Lanai totaled 
$3.8 million during the first quarter of 1999. Spending during the first 
quarter 1999 at the Manele and Koele luxury resort residential projects was 
approximately $3 million and $258,000, respectively. Spending during the 
first quarter of 1999 at the Lanai plantation homes was approximately 
$388,000.

     Capital expenditures at the commercial projects totaled $12.1 million 
during the first quarter of 1999. Commercial spending included $2.3 million 
for the construction of the Coyote Creek Golf Course and clubhouse in San 
Jose, California; $1.5 million for construction of the 75,000 square foot One 
Riverwalk office building in Bakersfield, California; $1.7 million for the 
construction of the 173,000 square foot Falls of the Neuse office building in 
Raleigh, North Carolina; and $2.4 million for construction of the Keene's 
Pointe Golf Course and clubhouse in Orlando, Florida. Commercial spending on 
the island of Oahu, Hawaii included $2.1 million for additions to the Town 
Center of Mililani and the Dole Cannery Square shopping and entertainment 
centers. Movie theatres are being constructed at each location.

     Cash flow used in investing activities increased $4.7 million during the 
first quarter of 1999 as compared to the corresponding period in 1998. The 
increase is primarily due to increased construction activity on the 
commercial developments.

YEAR 2000

READINESS

         The year 2000 ("Y2K") problem arose because many existing computer 
programs use two digits instead of four to refer to the year. These programs 
may be unable to properly interpret a year that begins with "20" (i.e., the 
year 2000), which could cause disruption of normal business activities. The 
Company uses computer software and related technologies that will be affected 
by the Year 2000 problem. The Company also relies upon a number of third 
parties in conducting its business and could be adversely affected if these 
third parties are not Y2K compliant.

         The Company is addressing the Y2K problem with a company-wide 
program involving its corporate office and principal locations. This program 
includes the identification of affected software and systems through an 
inventory and assessment, communications with the Company's material 
suppliers and service providers, financial institutions and other third 
parties to determine the extent to which the Company is vulnerable to failure 
by them to be Y2K compliant, and the development and implementation of a 
remediation and response plan.

     The Company has completed the inventory (identification of all potential 
 exposure items) phase and is substantially complete with the assessment  
(determine if the component is Y2K compliant) phase for all information  
technology systems (such as business computing systems and technical  
infrastructure), as well as non-information technology systems (such as  
embedded technology).

         In conjunction with the inventory and assessment, the Company is 
developing and implementing a remediation and response plan intended to 
remedy Y2K deficiencies and to address contingencies for unforeseen problems. 
In most cases, the Company will replace older software with new, upgraded 
software and systems that are Y2K compliant. The Company's major accounting 
systems are Y2K compliant.

                                      12
<PAGE>

                              CASTLE & COOKE, INC.

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

YEAR 2000 (CONTINUED)

     The Company is attempting to determine if its material suppliers and 
service providers, financial institutions and other third parties 
("Providers") are Y2K compliant. This is an ongoing process and the Company 
has received information from many Providers that they are or expect to be 
Y2K compliant; however, the Company has no means of ensuring that the 
Providers will be Y2K compliant. The failure or inability of Providers to be 
Y2K compliant could have an adverse impact on the Company.

     The Company is in the process of developing contingency plans for its  
properties and operations that are intended to address the Y2K problem.

     In addition to problems that may arise if Providers are not Y2K 
compliant, systemic problems in the economy resulting from the Y2K problem, 
such as disruptions in financial markets, communications, governmental 
agencies and utilities, air travel and delivery services, transportation, 
power supply or overall economic dislocation would affect the Company. The 
likelihood and effects of such disruptions are not determinable at this time. 
In addition, the Company's development and other activities could be halted 
or materially delayed if its lenders are, as a result of the Y2K problem, 
unable to advance funds from credit or similar facilities.

COSTS

     The amount spent by the Company as of March 31, 1999 to address the Y2K 
problem is approximately $360,000. Given the information available at this 
time, the Company currently anticipates the total cost (including past 
expenditures) to remediate the Y2K problem will not exceed $800,000. Although 
the timing of some of these expenditures may be accelerated by the Y2K 
problem, in most instances they will involve expenditures that would have 
occurred in the normal course of business.

     The estimated costs of the Company's Y2K compliance project and the 
dates on which the Company plans to complete its remediation and other 
activities are based on management's best estimates, which were derived from 
numerous assumptions about future events, including the availability of 
remediation resources, the existence and adequacy of third party Y2K 
compliance plans, the ability to identify and correct all relevant computer 
codes, and other factors. There can be no guarantee that these estimates and 
plans will be achieved and actual results could differ materially.

RISKS AND CONTINGENCY PLANS

     The Company is currently uncertain as to what are the most reasonably 
likely worst case Y2K scenarios for its operations. The Company will continue 
to analyze this issue and to develop a contingency plan to respond to these 
scenarios, as more information becomes available.

                                       13

<PAGE>


                              CASTLE & COOKE, INC.

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

FORWARD-LOOKING STATEMENTS

     Statements herein that are not historical facts are "forward-looking 
statements." These would include, without limitation, statements about 
anticipated results, resources, capital needs, revenues, economic conditions, 
transactions, project commencements or completions, and Y2K readiness and 
effects. Such statements are based on the Company's current expectations and 
are subject to a number of risks and uncertainties that could cause actual 
results to differ materially from results that may be expressed or implied by 
such statements. These risks and uncertainties include, among other things, 
product demand, the Company's lack of experience in markets outside of its 
current markets, the effects of economic conditions and geographic 
concentration, the impact of competitive products and pricing, the 
availability of capital, the cost of materials and labor, governmental 
regulations and the need for governmental approvals, interest rates and other 
risks inherent in the real estate business, and the effects of the Y2K 
computer problems.

                                       14

<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, 1999.

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

                                   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 12, 1999                   BY   /s/  Edward C. Roohan
                                          ------------------------------------
                                                  Edward C. Roohan
                                                  Vice President and
                                                  Chief Financial Officer
                                                  (Principal financial officer)

Date:    May 12, 1999                   BY   /s/  Scott J. Blechman
                                          --------------------------------------
                                                  Scott J. Blechman
                                                  Vice President and
                                                  Corporate Controller
                                                  (Principal accounting officer)


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