SC TO-C

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under
Section 14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934

DOLE FOOD COMPANY, INC.

(Name of Subject Company (issuer))

DAVID H. MURDOCK – Offeror
(Name of Filing Persons (identifying status as offeror, issuer or other person))

COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)

256605106
(CUSIP Number of Class of Securities)

Roberta Wieman
10900 Wilshire Boulevard
Los Angeles, California 90024
Telephone: (310) 208-6055
(Name, address, and telephone numbers of person authorized to
receive notices and communications on behalf of filing persons)

Copies to:

Peter J. Tennyson, Esq.
Paul, Hastings, Janofsky & Walker LLP
695 Town Center Drive, Seventeenth Floor
Costa Mesa, California 92626-1924
Telephone: (714) 668-6200

CALCULATION OF FILING FEE

Transaction valuation*	Amount of filing fee
N/A	None required.

*Set forth the amount on which the filing fee is calculated and state how it was determined

[  ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:

Form or Registration No.:

Filing Party:

Date Filed:

[x] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transaction to which the statement relates:

[x]	third-party tender offer subject to Rule 14d-1.
[  ]	issuer tender offer subject to Rule 13e-4.
[x]	going-private transaction subject to Rule 13e-3.
[x]	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: [  ]

SCHEDULE 13D

CUSIP No.   256605106 Page 2 of 10 Pages

1	NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
		DAVID H. MURDOCK
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)        o (b)       x
3	SEC USE ONLY
4	SOURCE OF FUNDS
		PF, BK, WC, AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		U.S.
			7	SOLE VOTING POWER
NUMBER OF				13,580,995*
SHARES
BENEFICIALLY			8	SHARED VOTING POWER
OWNED BY				None
EACH
REPORTING			9	SOLE DISPOSITIVE POWER
PERSON				13,580,995*
WITH
			10	SHARED DISPOSITIVE POWER
				None
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		13,580,995*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		24.02%*
14	TYPE OF REPORTING PERSON
		IN

*      As of the close of business on October 23, 2002, Mr. Murdock has beneficial ownership of 13,580,995 (approximately 24.02%) of the outstanding shares of Dole Food Company, Inc. Common Stock. Of such shares, 13,086,847 shares (approximately 23.35%) are held by Mr. Murdock, 494,148 shares (less than 1%) may be acquired by Mr. Murdock through the exercise of stock options which are exercisable within sixty (60) days of October 23, 2002, and 81,000 shares (less than 1%) are owned by Mr. Murdock’s sons. As permitted by Rule 13d-4, Mr. Murdock disclaims beneficial ownership within the meaning of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934 (“1934 Act”) of the 81,000 shares of Dole Food Company, Inc. Common Stock owned by his sons.

This Schedule 13D, as previously amended, relating to the Common Stock of Dole Food Company, Inc. (“Dole”), is hereby further amended with respect to the items set forth below.

Item 6. Contracts, Arrangements, Understandings or Relations With Respect to Securities of the Issuer.

On October 23, 2002, a letter agreement (attached hereto as Exhibit 99.1 and incorporated herein by reference) was entered into between Mr. Murdock and the special committee of independent directors of Dole under which Mr. Murdock agreed, subject to certain exceptions, to give the special committee five business days notice before purchasing additional shares of Dole Common Stock.

Mr. Murdock has also advised the special committee that his offer will expire on November 13, 2002, instead of November 6, 2002, subject to his right to terminate it earlier.

SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 23, 2002

/s/ David H. Murdock

David H. Murdock

EXHIBIT INDEX

Exhibit
Number	Exhibit Description
99.1	Letter from the Special Committee of the Board of Directors of Dole Food Company, Inc. to David H. Murdock

EX-99.1 3 a84564c2exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

Richard M. Ferry

Mr. David H. Murdock
Chairman of the Board and CEO
Dole Food Company, Inc.
10900 Wilshire Boulevard, 16th Floor
Los Angeles, CA 90024

Re: Proposed Transaction Involving Dole Food Company

Dear David:

The special committee of the Dole board of directors is in the process of considering your proposal to acquire the outstanding Dole shares which are not already owned by you and your family. In the circumstances, we have been advised that it would not be in the best interests of Dole stockholders if you, or any of your affiliates, were to acquire additional shares of Dole common stock while the special committee is considering your proposal and other alternatives.

This letter is to request your legally binding agreement that without the prior written consent of the special committee or, if such consent is not obtained or given, at least five business days prior written notice to the special committee, neither you nor any corporation, partnership, trust, limited liability company or other person or entity (a “Person”) controlled by you (directly or indirectly) will:

(i)	acquire beneficial ownership (as that term is defined in SEC Rule13d-3) of any additional shares of Dole Common Stock;
(ii)	encourage, assist or provide financing for any such acquisition by any other person; or
(iii)	enter into any agreement for any of the foregoing;

if the number of shares of Dole Common Stock beneficially owned by you, when added to the shares so acquired (or to be acquired) would exceed 25% of the total number of shares of Dole Common Stock Outstanding.

In the event of a tender offer to purchase Dole Common Stock by any person while this letter agreement remains in effect, nothing herein shall be construed to require you to give notice before making a tender offer for Dole Common Stock in response.

This agreement will remain in effect until the earlier to occur of (a) such time as you shall have acquired a majority of Dole’s outstanding Common Stock pursuant to a transaction approved by the special committee and (b) January 30, 2003.

Please advise if the foregoing is acceptable to you no later than 5:00 p.m., Los Angeles time, Wednesday, October 23. If it is, please indicate your agreement by signing in the space provided below and returning a signed copy of this letter to the special committee’s counsel, Andrew Bogen, by fax at (213) 229-6159.

Sincerely yours,

/s/ Richard M. Ferry

Richard M. Ferry, Chairman

Accepted and Agreed as set forth Above

/s/ David H. Murdock

David H. Murdock

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

Exhibit 99.1