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                                                                     Exhibit 4.3

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

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

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

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

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

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


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

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

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

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

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

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


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

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

"Section 1008. Limitation upon Mortgages.

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


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

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

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

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

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

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

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


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

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

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

Section 1009.Limitation upon Sale and Leaseback Transactions.

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


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

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

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

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


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

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

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

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

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


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

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

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

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

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

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

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

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


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

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

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

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

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

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

     C. The Trustee is appointed a Paying Agent.

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

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


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

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

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


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


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


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